Atkins 2014

WS Atkins plc
Annual Report 2014
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WS Atkins plc Annual Report 2014
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Plan Design Enable
Cautionary statement
This Annual Report has been prepared to provide
information to the members of the Company. The
Company and its directors and the Groups employees
are not responsible for any other purpose of use or
to any other person in relation to this Annual Report.
Good results and significant

progress on our strategy.
>
This Annual Report contains indications of likely future

developments and other forward looking statements that
are subject to risk factors associated with, among other
things, the economic and business circumstances occurring
from time to time in the countries, sectors and business
segments in which the Group operates. These factors
include, but are not limited to, those discussed under
Principal risks and uncertainties (pages 44 to 47). These
and other factors could adversely affect the Groups results,
strategy and prospects. Forward looking statements involve
risks, uncertainties and assumptions. They relate to events
and/or depend on circumstances in the future which could
cause actual results and outcomes to differ materially from
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Strategic Report 01
Strategic Report
18 Business Review

21 United Kingdom and Europe

28 North America

31 Middle East

34 Asia Pacific

37 Energy

41 Financial Performance Review
44 Principal risks and uncertainties
48 Human Resources Review
54
Corporate Sustainability Review
Governance
Group at a glance
Results
Chairmans Statement
Chief Executive Officers Statement
Strategy
12 Our business
14 Our markets
16 Our strategy
Governance
60 Board of Directors
62 Directors Report
66 Corporate Governance Report
74 Nomination Committee Report
76 Audit Committee Report
81 Remuneration Report
106 Independent Auditors Report
Financial Statements
117
Consolidated Statement of
Changes in Equity
118
Parent Company Statement of
Changes in Equity
119 Notes to the Financial Statements
179 Five-year Summary
Corporate Information
112 Consolidated Income Statement

113
Consolidated Statement of
Comprehensive Income
114
Consolidated and Parent Company
Balance Sheets
116
Consolidated and Parent Company
Statements of Cash Flows
02
04
06
08
11

Strategic Report
Contents
182 Company secretary and
registered office
182 Financial calendar
182 Shareholder services
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02 Strategic Report
Group at a glance
From post-war regeneration and

the advent of nuclear engineering
to high speed rail and the integrated
sustainable cities of the future,
our peoples drive to ask why has
delivered design, engineering and project
management excellence on some of
the worlds most complex challenges.
>
Strategic Report 03
Group at a glance continued
Our business segments
North America
Middle East
We deliver engineering and technically

integrated design, together with
project and cost management services,
to a wide range of clients in the public,
regulated and private sectors. Our
areas of operation include aerospace,
defence, education, environment,
infrastructure design, transportation and
water. Our European business comprises
operations in Denmark, Ireland,
Norway, Poland, Portugal and Sweden.
We provide infrastructure planning,

engineering, construction management,
environmental consulting, urban
planning and programme management
services to state and local government
clients, federal agencies and private
businesses.
In the Middle East we provide a full

range of design, engineering and
project management services for
buildings, transportation and other
infrastructure programmes from our
eight centres across the region.
Revenue
Revenue
Revenue
998.3m
380.9m
168.4m
Employees
Employees
Employees
Find out more on page 28
Asia Pacific
Energy
In Asia Pacific we provide engineering,

planning, urban design, architecture
and rail design services. In mainland
China our focus is on urban planning,
alongside architecture and landscape
architecture design. In Hong Kong
we deliver services in urban rail
development and highways/bridge
design.
Our Energy business operates across

multiple geographies with our main
centres in the UK, North America,
Australia and the Middle East. We
provide engineering and project
management services and we are
actively increasing our presence and
capabilities in the energy market,
including addressing allied issues such
as climate change, sustainability and
energy security.
Revenue
Revenue
100.5m
169.6m
Employees
Employees
1,498
1,461
2,071
Notes
1. Full time equivalent staff at 31 March 2014
including agency staff.
2. There are an additional 79 staff undertaking
Group functions.
Related sections
Our business
Find out more about

our business on page 12
Our markets
Find out more about

our markets on page 14
2,836
9,544
Governance
United Kingdom and Europe
Strategic Report
The Group is managed according to a

regional model and this management
structure is reflected in our segmentation.
04 Strategic Report
Results
Dividend increased by 5.5%, reflecting
the Boards confidence in the Groups prospects.
>
101.6
99.2
106.4
77.8
75.0
79.0
82.6
85.7
11
102.7
10
96.5
+3.8%
1,750.1
+7.3%
1,705.2
+2.6%
1,711.1
Underlying diluted EPS Pence
1,564.3
Underlying profit before taxation m
1,387.9
Revenue m
12
13
14
10
11
12
13R
14
10
11
12
13R
14
14
10
Notes
1. Revenue excludes the Groups share of revenue from joint ventures.
2. Underlying operating margin is before exceptional items, amortisation and impairment of intangible
assets recognised on acquisition and material transaction costs associated with acquisitions, and relates
to continuing operations.
3. Underlying profit before taxation additionally excludes any profits or losses and costs of disposals.
2013 has been restated for the amendments to IAS 19, Employee benefits.
4. Underlying diluted earnings per share (EPS) is based on underlying profit after tax and allows for the
dilutive effect of share options. 2013 has been restated for the amendments to IAS 19, Employee benefits.
5. Headcount is shown on a full time equivalent basis at the year end, including agency staff.
6. Dividend relating to the year comprises the interim dividend paid in the year and the proposed final dividend.
11
6.7
13
6.4
12
6.5
11
7.6
10
8.1
14
33.75
13
32.00
12
30.50
11
29.00
10
27.50
+0.3pp
17,489
+5.5%
17,899
-2.3%
17,420
Underlying operating margin %
17,522
Dividend Pence
15,601
Headcount
12
13
14
Strategic Report 05
Results continued
Strategic Report
Atkins proactively positions

itself in a number of markets.
>
End market analysis

1%
3%
1%
Other
2% 1% 1%
Rail
3%
2%
4%
6%
North America
Roads
Water and environment
1%
Aerospace and aviation
1%
Defence and security
1%
Other
1%
2%
2%
3%
3%
1%
5%
7%
Roads
1%
2% 1% 1%

Middle East
1%
Asia Pacific
1%
Energy
11%
Education
Governance
5% 1%
Defence and security
4%
6%
5%
4%
6%
Public sector: local government

Public sector: national government
Regulated
Private sector
UK and Europe
Aerospace and aviation
Related section
Our markets
Find out more about

our markets on page 14
06 Strategic Report
Chairmans Statement
In our 75th year, we celebrated

our worldwide reputation for
excellence in design, engineering
and project management.
>
Performance
I am pleased to report that the Group

delivered another set of good results.
During the year, we have made significant
progress on the delivery of our strategy.
Our operational excellence programme
has been rolled out into our North
America and Middle East regions. The
portfolio optimisation pillar of our strategy
is now almost complete, following the
sale of our UK highways services business
to Skanska, the final stage of which was
completed in early October. The disposal
of our construction management at risk
business, Peter Brown, was also
completed in a similar timeframe. The
diversity, breadth and depth of our
geographic and sector spread continue
to provide the Group with growth
opportunities, particularly in our sector
focus area of Energy and our regional
growth area of Asia Pacific.
We were delighted to welcome
Confluence Project Management Pte. Ltd.,
the project and programme management
business headquartered in Singapore, to
the Group in October. The team is already
fully integrated with our Faithful+Gould
business across the regions and has added
an attractive client base. Furthermore,
we are now reaching the final stages in
achieving regulatory approval for the
acquisition of Nuclear Safety Associates Inc.,
an engineering and technical services firm
based in North America.
Strategic Report 07
Chairmans Statement continued
This year we worked hard to achieve

our commitment to build a diverse
organisation. We created a womens
leadership council to enable the 50
most senior women in the business to
support, mentor and encourage the next
generation of Atkins female leaders.
Also, womens professional networks
around the world became more active
in their work to ensure women feel
well-connected across the Group. In
addition, the UK business was recognised
by workingmums.co.uk, winning awards
for Overall Top Employer and Innovation
in Flexible Working. I am personally
leading an industry group for the UKs
Royal Academy of Engineering with the
purpose of increasing the number of
women engineers in the sector.
Our 75th anniversary celebrations in 2013
gave us an excellent opportunity to involve
and unite our people around the world.
We joined together for celebratory
events and recognised 89 colleagues
with the Sir William Atkins medal for
their outstanding achievements.
Board of directors
We welcomed a number of new

Board members this year as Admiral the
Lord Boyce retired from the Board and
Joanne Curin stepped down as she took
up a new position in the Middle East.
I would like to thank both for their service,
support and commitment to Atkins.
Lord Boyce has been highly influential
as our senior independent director
and I have greatly appreciated his wise
counsel. We were pleased to appoint
Fiona Clutterbuck as senior independent
director in his place and to welcome
Allister Langlands and Thomas Leppert,
who joined the Board as independent
non-executive directors during the year.
Allister has succeeded Joanne as chairman
of the Audit Committee. Joanne has
made a great contribution to the Board
and to the leadership of the Audit
Committee over the last five years and
for this we thank her.
Rodney Slater will be retiring from the
Board after our annual general meeting
on 30 July 2014. He has served the Board
for three years and I would like to thank
him for his input during that time.
Alun Griffiths, our Group HR director, will
also be retiring from the Board after our
annual general meeting on 30 July 2014.
Alun has been with the Group for 28 years
and has served on the Board as an
executive director for the past seven years.
I would like to thank Alun for his longstanding dedication to the Group and for
his contribution to the Board. He will be
succeeded as Group HR director by James
Cullens, who joins us from Hays plc and
who will join the Board on 1 July 2014.
Dividend
The Board is recommending a final

dividend of 23.25p per ordinary share in
respect of the year ended 31 March 2014,
making the total dividend for the year
33.75p (2013: 32.0p), an increase of
5.5%. If approved at the Companys
annual general meeting, the dividend
will be paid on 22 August 2014 to
ordinary shareholders on the register
on 11 July 2014. Further details regarding
dividend payments can be found in
Investor Information (page 182).
Outlook
As we look forward to the new financial

year, we are confident of making further
progress towards our strategic goals.
While our markets and clients needs are
constantly evolving, we will continually
seek ways to deliver their requirements
effectively and efficiently. We believe our
exposure to transportation markets across
the UK and North America provides us
with a good backlog of business. Our
Middle East region is benefiting from our
more focused approach and in Asia Pacific
we are investing to diversify beyond our
historic Hong Kong base. In Energy we
see an attractive pipeline of opportunities.
Overall, we see positive momentum in
the year ahead.
Governance
Maintaining our focus on bringing more

young people into the engineering sector,
we welcomed 500 new graduates across
the Group and accelerated our apprentice
programme to attract school leavers by
recruiting over 90 apprentices in the UK.
During the year we also invested in our

employer brand known as the Atkins Way,
which is a celebration of how our people
behave and what motivates them. We
believe that nobody can tell the story of
an organisation as effectively and as
genuinely as the people who work for it,
so we are using the Atkins Way as the
foundation of all our communications
with existing and potential colleagues.
I would like to thank our people for their

quiet brilliance in helping us to deliver
some of the most time-critical, complex
solutions to our clients this year. We have
a highly engaged and aligned team of
people who continue to work together
to make the world just that little bit
better as a result of the projects they
deliver. I would also like to thank families
and friends for supporting our people
as they go about their work for Atkins
in all corners of the world.
Allan Cook CBE

Chairman
11 June 2014
Related sections
Human Resources Review
Find out more about
our people on page 48
Our Board of Directors
Find out more about our

Board of directors on page 60
People
Strategic Report
We welcomed
Confluence Project
Management Pte. Ltd.
to the Group in October.
08 Strategic Report
Chief Executive Officers Statement
We have achieved a year

of good results with
a highly motivated team of
employees around the world.
>
We have achieved a year of good

results with a highly motivated team
of employees around the world. Based
on strong customer focus and the
implementation of our strategy we have
built a good momentum of profitable
growth. In all areas of our business,
commercially as well as technically,
we have encouraged new thinking and
delivered innovative solutions to our
clients. We made significant progress
in implementing our three-pillar strategy
of operational excellence, portfolio
optimisation and focused growth in
defined segments and regions. This has
resulted in tangible progress evidenced
by solid growth in profitability and
excellent cash performance.
Business position
Our underlying profit before tax was

106.4m, an increase of 7.3% over last
years restated profit of 99.2m, on
revenue that increased by 2.6% to
1.75bn. We believe underlying profit
is a more representative measure of
performance, removing the items that
may give a distorted view of performance.
In the current year we have removed
profits on disposals and costs associated
with disposals of 10.5m (2013: 4.5m),
amortisation of acquired intangible
assets of 2.7m (2013: 10.0m), together
with one-off pension gains in the 2013
comparative figures of 4.3m arising
as we continue to actively manage our
pension liabilities. The unadjusted
reported profit before tax was 114.2m
(2013 restated1: 98.0m).
The Groups profit after tax for the year
of 96.3m (2013 restated1: 84.3m)
is shown in the Consolidated Income
Statement (page 112).
1 The results for the year to 31 March 2013 have

been restated to reflect changes to accounting
standards with regards to the treatment of
pension costs (IAS 19 (revised 2011)).
Strategic Report 09
Chief Executive Officers Statement continued
I am pleased to report that our

Middle East region had an improved
year, thanks to a particularly good second
half which included contract wins for
the Riyadh and Doha Metros. In addition,
the infrastructure sector remains buoyant
in Qatar and Abu Dhabi with good
opportunities in the Kingdom of Saudi
Arabia. Of particular note was the fact
that the property sector is showing early
signs of an upturn where we are working
on a number of new projects, including
the Dubai Opera House and the residential
element of Al Habtoor City, along Dubais
main arterial road. In a market with
good opportunities, we continue to be
selective about the projects on which
we work to ensure we maintain a strong
financial performance in the region.
Our Asia Pacific region had a good year,

with strong performance in our core
markets of Hong Kong and China. The
diversification from our strong historic rail
base in Hong Kong continued throughout
the year and we are now working on
opportunities with local design institutes
and Chinese contractors. In mainland
China we continue to benefit from
projects as a result of rapid urbanisation
and look to expand our footprint into
South East Asia, focusing on rail projects
in Malaysia and architectural opportunities
in Vietnam. The acquisition of Confluence,
through our Faithful+Gould business
in the region, has enabled us to achieve
particular success in Singapore on several
high profile projects in more diverse
sectors.
Good organic growth continues to be
delivered by our Energy business, where
we are well-positioned in the buoyant
markets of oil and gas and nuclear and
where we are seeing a steady increase in
our share of the conventional generation
and renewable markets. We are continuing
to strengthen our service offering through
partnerships with companies offering
complementary skills. This is helping us to
secure strategic opportunities around the
world, with a recent example being our
selection as preferred bidder on a new
contract with Sellafield Ltd in joint venture
with Areva and Mace. During the year
we also agreed to purchase Nuclear Safety
Associates, a 130-people engineering and
technical services firm, which will enhance
our offering in safety and regulation
experience in US nuclear technology.
Governance
Our Faithful+Gould business in the region

performed well during the year and was
boosted by some 71 new colleagues in
the region as the result of the Confluence
acquisition. As with the UK region, the
Middle East regions use of our GDCs in
India is improving our performance and
competitive position.
Our United Kingdom and Europe region

performed well during the year, driven
primarily by the UK where we experienced
good momentum in our core markets.
The use of our global design centres
(GDCs) in India to deliver work for our UK
business also enhanced our performance
and increased our competitiveness. We
achieved particularly good volumes in the
retained highways consultancy and rail
businesses. In addition we benefited from
a contract gain share as a consequence
of the M25 design project exceeding its
delivery targets, in part offset by
outstanding variation negotiations on
certain rail signalling contracts. The UK
water and environment business had a
busy first half with peak volumes
associated with AMP5 and feasibility
studies on phase one of the HS2 high
speed rail project. We were pleased to
see opportunities re-emerging for our
design and engineering business from the
UK education market and infrastructure
work associated with nuclear new-build
projects. We remain well positioned in
our defence business following the
change in the UK Governments approach
to reforming its defence procurement
activities. Our Scandinavian businesses
remain stable and the market well-funded,
while our Faithful+Gould business
performed well in a reasonably tough
environment.
While the markets in which we operate

in North America were steady, we have
achieved good progress in our North
America region, with an increase in
operating profit and margin. This year
we established a new leadership team
and have focused on improving efficiency
and reducing overheads in the business,
as part of the roll-out of our operational
excellence programme. We benefited
from good new contract wins in the
wastewater management, energy,
marine and emergency response areas
of our business, and were reappointed
on significant contracts for the Federal
Emergency Management Agency (FEMA).
Our transportation business continued
with its positive performance and was
awarded a number of new contracts
including commissions to oversee
transport solutions for highways
authorities in Florida, Texas and Georgia.
In addition, our Faithful+Gould business
in the region had a good year with an
improvement in margins and profitability,
benefiting from continued economic
recovery in the private sector.
Headcount closed the year at 17,489

(2013: 17,899), reflecting both the sale
of non-core businesses totalling 1,165
and underlying headcount growth and
the acquisition of Confluence Project
Management Pte. Ltd. (Confluence).
Strategic Report
We made significant
progress on our
three-pillar strategy.
10 Strategic Report
Chief Executive Officers Statement continued
Priorities
Our drive to become a more responsible

and sustainable organisation remains of
paramount importance. Right at the top
of this commitment is health and safety.
Our See it, Stop it, Save a life mantra
empowers our people to stop work
immediately whenever anything appears
unsafe. Our leaders actively drive
a culture of safety and demonstrate their
commitment through the use of safety
moments, taking time out at the start
of meetings to remind everyone about
its importance.
We are demonstrating strong industry
leadership in the Middle East through
the launch of the Atkins minimum
requirements for construction safety,
which are enabling us to influence clients
and contractors to raise health and safety
standards on their projects. Our efforts
were recognised at Construction Week
Qatars annual awards where we won
Health and Safety Initiative of the Year.
We were also recognised in the UK for
the third consecutive year with the award
of a Gold Award for Occupational Safety
from the Royal Society for the Prevention
of Accidents.
This year we launched a set of principles
to frame our approach to corporate
sustainability. These principles are based
on three pillars: a society for our future;
an environment with a future; and
a responsible business of the future.
Our strategy remains clear. We will drive

shareholder value by focusing on growth,
selectively increasing our geographic
footprint through targeted international
expansion while continuing to deliver
improved financial performance in all
our markets and geographies. In the
medium term, our goal remains to
generate a margin above 8% across all
our businesses. We will grow organically
and through acquisitions.
In 2013, we continued work to deliver
our strategy. Following the successful
implementation of our operational
excellence programme to optimise
financial delivery in the UK, this has now
been extended to our Middle East and
North America regions. In the area of
portfolio optimisation, we completed
the sale of our UK highways services
operations and the disposal of the Peter
Brown construction management at risk
business. In the domain of sector and
regional focus, our Energy business has
benefited from ongoing investment and
during the year we agreed to acquire
Nuclear Safety Associates. In addition,
attractive opportunities for growth exist in
our Asia Pacific region as we expand our
activities from our historic base in Hong
Kong into new countries such as Malaysia,
Singapore and Vietnam. Our acquisition
of Confluence during the year was part
of this strategy.
Conclusion
It is thanks to our people around the

world that we have achieved these good
results. Through our 75th anniversary
celebrations, our people have
demonstrated that they are proud to
work for Atkins. In turn, we are proud
of our people, the Atkins family, for the
way they work together, with colleagues
and clients, finding solutions to make
the world just a little bit better, creating
a better future for us all.
We have delivered another year of good

results and proved that our consistent
strategy is working. Whilst organic growth
remains our priority, we will also seek
acquisitions that add new skills or expand
our regional presence. We were
particularly pleased with our successes
in this area in the year.
We start the new financial year with an
attractive pipeline of opportunities across
the Group and a strong balance sheet.
will ensure our continued focus on
improving our overall operating margin,
towards our 8% goal. Overall we believe
2014/15 will be another year of growth.
Prof Dr Uwe Krueger
Chief Executive Officer
11 June 2014
Strategic Report 11
Strategy
Our markets
Our strategy
Our core business is

helping our clients to plan,
design and enable capital
programmes that resolve
complex challenges in
the built environment.
Due to the breadth

of activities which the
Group undertakes, Atkins
proactively positions itself
in a number of markets.
Our strategy is to focus on

growth and, selectively, to
increase our geographic
footprint through targeted
international expansion.
What we do
Plan
Design
Enable
Trends
Group strategy
Market size and share
Pillars and progress

Operational excellence
Portfolio optimisation
Sector and regional focus
Infrastructure
development
Our locations
Our capability
Our competitive
advantage
Competitive environment
United Kingdom
and Europe
North America
Middle East
Asia Pacific
Energy
Faithful+Gould
Business focus
Governance
Our business
Over the next few pages

we outline our business, our
markets and our strategy.
Strategy
Strategic Report
The primary objective of the Group is to create

shareholder value through profitable growth.
>
12 Strategic Report
Strategy continued
Our business
What we do
Our core business is helping our clients to

plan, design and enable capital programmes
that resolve complex challenges in the built
environment. The solutions we provide
range from small advisory and design
projects to large programme management
engagements.
Areas of
our business
gy
ate
r
t
S
Pla
nn
ing
Plan
Enable
Design
Atkins designs intellectual

capital such as
management systems
and business processes.
We also design physical
structures such as office
buildings, schools,
bridges and highways.
ri n
on
c ti n t
str u e
C o n age m
n
Ma
Our clients trust us

with the management
of projects, people and
issues, ensuring that
deadlines are met,
costs are controlled
and success is delivered.
Concept
A sset
M
a
n
agem e
nt
We plan every aspect of our

clients projects, from cost
and risk planning, feasibility
studies and logistics, to impact
assessments and stakeholder
engagement activity.
Pro Prog
je c r a m m
tM
e
ana and
gem e
nt
D e si g
d
n an
En
e
in e
Strategic Report 13
We have extensive geographic reach

through a network of offices in a number
of countries around the world.
With a presence in the UK, Europe,
North America, the Middle East and
Asia Pacific, the strength of the Group
lies in its breadth and depth of technical
expertise.
Many years ago, Atkins had the foresight
to establish a team of professionals
in India to help us to respond to the
challenges of finding skilled resources.
Through careful development and
investment, our global design centres
(GDCs) in Bangalore and Delhi have
become a competitive advantage for
us, providing capacity, efficiency and
professional expertise, helping our
clients to achieve their strategic goals.
Our competitive advantage
The nature of our work means that

at first glance there appears to be a
number of firms with similar capabilities.
However, our competitive advantage
is derived from the quality, depth and
breadth of those capabilities and the
way in which they are marshalled and
applied in our approach to solving
client problems.
With a worldwide pool of talent on
which to draw, key strengths of the
Group lie in the engineering focus
and technical brilliance of the specialists
we employ. Atkins has a deserved
reputation for integrity with reliable
experts not only as key assets of the
Group but defining the culture of
the organisation.
Governance
Large or particularly complex projects

may only be able to be undertaken by
organisations of scale, where skills must
be applied in combination to deliver
the project.
Our locations
Our capability
Our business may be characterised

as follows:
Engineering services are key to

infrastructure development. When clients
are undertaking capital projects they
need professional support with planning,
designing and enabling activities
from policy, strategic choices, feasibility,
concept and detailed design through
to project and programme management,
implementation and operation. At each
stage, services are sought from design
and engineering consultancies.
we are a people business selling

specialist output from our talented
teams
the services we provide demand
high value added critical thinking
and expert judgement
we operate in many parts of the
world and in many market sectors
we undertake projects of different
sizes but increasingly those of larger
scale and complexity.
Infrastructure development
Strategic Report
Strategy continued
Our business
14 Strategic Report
Strategy continued
Our markets
Trends
Urbanisation
The world population is increasingly
moving to urban environments. The
UN estimates that more than half of
the worlds population now lives in
cities and that by 2050 this number
will be almost two thirds of a projected
nine billion population.
Not all regions of the world have reached
the 50% level and the urbanisation trend
is most marked in growth markets outside
the developed world. It is anticipated
that urban growth will be concentrated
in Africa and Asia over the next few years.
According to the UN, it is expected that
half of the population of Asia will live in
urban areas by 2020, while Africa is likely
to reach a 50% urbanisation rate in 2035.
This overarching driver will create
ongoing demand for new and improved
infrastructure in a number of allied sectors.
Technology
Technological advances in the design
and engineering of projects are having
an impact on the industry. Through
Building Information Modelling (BIM)
and other tools, 3D, 4D and 5D (including
time and cost information) design is
becoming more prevalent. In addition,
the application of large data sets and
cloud-based applications to analysis
(historic and predictive) is creating new
ways of looking at projects in the planning
and design stage, and is simplifying and
speeding up infrastructure construction
and maintenance efforts.
Work delivery
In more and more situations we are
moving parts of the work we undertake
for our local clients to remote locations.
This may be to one of our GDCs or offices
in other parts of the world. The driver
may be complexity, where we undertake
the work in our centres of excellence
for a particular discipline, or cost, where
we utilise our lower cost regions to best
effect. Seamless delivery and robust
processes are required.
Market size and share
There are a number of industry surveys

that capture the top firms in regions and
sectors by revenue. The calculation of
true market share remains difficult due
to the large number of very small firms in
each region that do not form part of the
surveys. However, we use the information
available together with our own industry
knowledge to infer our own view of
market share.
Competitive environment
Due to the breadth of activities which

the Group undertakes, competitors are
generally sector- and service-specific.
Each region of the world is characterised
by a small number of large players,
often with multinational reach,
together with a large number of smaller
companies which tend to have very
specific niche skills. Typically, therefore,
competitors at the local level are
divisions of large companies or smaller
privately owned specialists.
Barriers to entry vary across the sectors
in which we operate from very high
in areas such as nuclear, where specific
domain knowledge and certification
is required, to much lower in more
generalist areas of civil infrastructure
design and project management.
We estimate that the market for our skills

in selected geographies is in excess of
100bn p.a. and, such is the fragmented
and extensive nature of the competition,
we command an overall share of less
than 2% of our addressable market.
Market shares vary enormously by
individual sector from around a third
in UK rail signalling works/structures
down to very small market shares in niche
activities. By region, we estimate our
market share as around 10% from our
significant position in the UK and,
demonstrating the potential for growth,
around 2% in the Middle East and less
than 1% in each of the US, Europe and
Asia Pacific.
Business focus
Strategic Report 15
Focus
Risks
Renewed demand for infrastructure

capital expenditure with large project
pipeline including HS2, Crossrail 2,
Thames Tunnel, airport expansion
Primary focus on core UK and European

sectors, maintaining market leadership
positions
Key risks revolve around potential

for continuing and increased
government austerity measures
impacting investment in public
sector infrastructure
Rail and water markets are well-funded

and the Highways Agency is providing
longer term planning
Remediation and regeneration
opportunities are increasing and there
is ongoing demand for our capabilities
Drive growth in well-funded infrastructure

areas
Capitalise on increased levels of project
funding in roads and continue to focus
on higher margin work in rail
Economic conditions could lead

to reduced levels of private sector
infrastructure spend
Continue to develop opportunities in

other sectors
Develop security and aerospace offerings
in response to market demand
North America
There are a number of major

infrastructure programmes in
transportation, energy, federal, state
and city markets
Macroeconomic conditions are
improving with private sector growth
driven by energy sector investment,
and interest in transportation and water
Focus on major infrastructure programmes

in transportation, energy, federal, and
state/local markets
Strengthen ability to compete for, win and
deliver major projects and programmes
Main risks are in connection with

uncertainties around continued
state, city and private investment
in core infrastructure
Governance
United
Kingdom
and Europe
Context
Strategic Report
Strategy continued
Our markets
Flexible, scalable, technical and

professional organisation to deliver work
Wide range of large capital investment

programmes being sustained
Socio-political drivers in market
augmenting traditional direct link
between infrastructure spend and
oil price
Sector-led focus on major projects and

programmes in rail, mixed-use infrastructure
and property
Geographic focus: activity primarily in
the UAE, the Kingdom of Saudi Arabia
and Qatar
Increased complexity of commercial

conditions
Potential for project delays
Regional stability
Series of metro projects are now

coming to market and several property
schemes have emerged
Asia Pacific
Continuing opportunities in
Hong Kong for major infrastructure
developments based upon government
spending commitments
The Peoples Republic of China market
for urban planning and architecture
continues to grow
Diversify away from Hong Kong rail market
Access to work in mainland China
Ongoing activity in urban planning in China
Continuing demand from

Hong Kong
Strategic options in Malaysia, Singapore

and Vietnam
Predictability and deliverability of

projects coming to market in the
wider South East Asian region
Strong regional growth in South East

Asia with opportunities in infrastructure,
building design and planning
Energy
Overall low single digit world market

growth rate, but substantially higher
in specific sectors and locations
Continue with growing oil and gas and

internationalising nuclear, grow
renewables from low base
Move by oil majors to operational

expenditure from capital expenditure
Deliver larger projects such as Sellafield

Silos Direct encapsulation Plant (SDP)
project, as part of an equal three-way joint
venture with Mace and AREVA (a.m.a.)
World energy demand does not

seem to be slackening but there
is uncertainty around the potential
impact of shale oil and gas on
the market
Safety, environmental and
reputational issues remain key
Middle East
Current funded markets robust but

project delays likely to remain due
to federal funding pressures
16 Strategic Report
Strategy continued
Our strategy
Group strategy
The primary objective of the Group

is to derive shareholder value through
profitable growth.
The main strategy for the Group was
articulated in 2011. Annual reviews test
progress and the continuing relevance
of each aspect of the strategy.
In 2011 we outlined our primary objective
of developing the operating margin, which
remains a key target and determinant
of quality of business. Our medium-term
target is to generate a margin above 8%
across all our businesses and regions.
Our secondary objective is to adjust

the geographic balance of the Groups
operations over time and progress
towards our ultimate aim to generate
more than 75% of our revenue from
our non-UK and Energy businesses,
resulting in less than 25% of our
revenue being derived from the UK.
We will continue to direct investment into
areas in which we see value as we look
to grow organically and supplement that
growth with appropriate acquisitions.
Rigorous acquisition criteria are applied
to potential targets to ascertain the
appropriateness of the skill-set and
cultural fit and to assess whether these
opportunities will usefully accelerate
our strategy.
Profitable growth
Drive margins >8%
Reduce dependence on UK
Grow organically and by acquisition
Operational
excellence
Portfolio
optimisation
Sector and
regional focus
Our strategic
pillars
Strategic Report 17
With this foundation we will be well

placed for progress in the future towards
our medium-term operating margin target
of 8%.
Portfolio optimisation
A second aspect of ensuring we are well
positioned for the future is an ongoing
review of the businesses in our portfolio,
focusing the Group on higher growth,
higher margin activities.
We have made excellent progress in this
area over the last few years with the sale
of our UK highways services operations
and the disposal of the Peter Brown
construction management at risk business,
together with the sale of our UK asset
management business and the disposal
of our non-controlling interest in the
RMPA (Colchester Garrison) private
finance initiative.
The area of particular regional focus

has been Asia Pacific. We see excellent
opportunities in South East Asia as we
expand our activities from our historic
base into new countries such as
Malaysia, Singapore and Vietnam.
Our acquisition of Confluence in 2013
was a further step in this regard.
As we look across our portfolio it is clear

that a number of our existing sectors
have attractive growth prospects. This
is particularly true of our Energy business,
which has for some time benefited from
ongoing investment and is reported
separately in our results. As an example
of our investment in this sector, during
2013 we agreed to acquire Nuclear
Safety Associates (NSA) in North America.
We will continue to redirect and leverage

resources and technical capabilities to
address sectors and regions in which
we see potential. Acquisitions remain
possible to supplement organic growth
as we look to balance our client, sector
and geographic mix.
Other sectors on which we place a

particular focus will evolve over time.
Over the last few years we have been
investing in aerospace and security.
While security issues remain at the
forefront of many clients priorities,
and despite good growth in activity,
the level of client investment has, as yet,
not resulted in a business of scale in this
area. We still see good opportunities in
aerospace particularly in North America,
where we will focus the Groups efforts,
but the aerospace market in Europe is
likely to be a challenging environment
in the near future.
Governance
This involves a continued focus on staff

utilisation and operating margin, together
with an increased emphasis on billing
and cash collection. Following successful
implementation in the UK, this programme
now extends to our businesses in the
Middle East and North America.
Sector and regional focus

We organise the Group along regional
lines with the addition of Energy as a
sector addressing global clients. While
the form follows the management of
the Group we also undertake pan-Group
coordination of key sectors in multiple
jurisdictions.
Operational excellence
The fundamental building block of any
successful strategy is the performance
of the underlying business. We continue
to drive operational performance across
the Group with a distinct focus on
optimising financial delivery and
we are successfully implementing our
operational excellence programme.
Pillars and progress
Strategic Report
Strategy continued
Our strategy
18 Strategic Report
Business Review
Overview of the business and performance in the year
We resolve complex challenges

in the built environment.
>
Our business
Our core business is helping our clients

to plan, design and enable capital
programmes that resolve complex
challenges in the built environment.
We are able to provide our clients with
professional support to plan, design
and enable projects from policy,
strategic choices, feasibility concept
and detailed design, through to
project and programme management,
implementation and operation.
Atkins structure of five business segments
reflects how we manage the business
in different geographies and markets.
Details of activities and results by business
segment are shown in the segmental
performance section which follows.
Key performance indicators
The Group uses a range of performance

measures to monitor and manage the
business. Those that are particularly
important in monitoring our progress
in generating shareholder value are
considered key performance indicators
(KPIs).
Our KPIs measure past performance and
also provide information and context
to anticipate future events and, in
conjunction with our detailed knowledge
and experience of the segments in which
we operate, allow us to act early and
manage the business going forward.
We track safety, volume, staff turnover,
profitability, efficiency, secured workload
and capacity.
Strategic Report 19
As a people business staff turnover is

an important metric for us and shows
the rate at which staff choose to leave
the business.
KPIs for the year ended 31 March 2014
are shown (page 20), along with prior
year comparatives.
Review of the year
As outlined in the Chief Executive Officers

Statement and in more detail in the
Financial Performance Review (page 41),
this has been another good year in terms
of Atkins financial performance.
Reported operating profit was 113.7m

(2013 restated1: 104.0m), at a margin
of 6.5% (2013: 6.1%). As we state above,
we believe a more representative measure
of operating profit adds back amortisation
of acquired intangible assets of 2.7m
(2013: 10.0m), together with one-off
pension gains in the 2013 comparative
figures of 4.3m. This shows a more
representative underlying operating profit
of 116.4m (2013 restated1: 109.7m)
giving an improved underlying margin
of 6.7% (2013: 6.4%).
The aforementioned profit on disposal
of 10.5m is explained in more detail
in note 8 to the Financial Statements
(page 143) and comprises the net profit
on sale of our UK highway services
operations and the disposal of the
Peter Brown construction management
at risk business in North America, which
follow on from the sale of our UK asset
finance initiative in prior years.
Underlying diluted EPS increased by

3.1p per share to 85.7p (2013 restated1:
82.6p), an increase of 3.8%.
The Group pension schemes have a net
liability of 324.2m, an increase year on
year of 42.2m following the adoption
and retrospective application of IAS 19
(revised 2011). The fair value of plan
assets has increased to 1,236.3m
(2013: 1,209.2m) and the liabilities have
increased to 1,560.5m (2013 restated:
1,491.2m).
Operating cash flow in the year was
95.5m (2013: 82.9m), representing
82.0% (2013: 75.5%) of underlying
operating profit. The Groups liquidity
remains strong with closing net funds
of 188.3m (2013: 143.0m).
As at 31 March 2014, the Group had
secured 51% (2013: 55%) of budgeted
revenue for the coming financial year.
This excludes in both periods the future
workload of the UK highways services
business, which was sold in the year.
A segmental analysis follows (starting on
page 21) that explains more fully each of
our segments. We outline their financial
performance in the period, their strategy
and business model and external factors
driving their business together with
specific risks relating to the segment.
We have also provided information on
their performance in relation to safety,
sustainability and staff-related matters.
1 The results for the year to 31 March 2013 have

Governance
Safety in the workplace and on our

project sites is paramount and forms
part of our commitment to quality and
reliability and, as such, we track the
accident incident rate (AIR) across the
Group. The AIR is an industry measure
of the number of reportable accidents
per 100,000 staff and is explained in
more detail in the Corporate Sustainability
Review on page 54.

the acquisition of Confluence.
Work in hand measures our secured

workload as a percentage of the
budgeted revenue for the next year. Staff
numbers and staff turnover are measures
of capacity and show us how effective
we have been in recruiting and retaining
our key resource.
Revenue improved by 2.6% to 1.75bn

(2013: 1.71bn). Reported profit before
tax was 114.2m (2013 restated1:
98.0m). A more representative measure
is underlying profit before tax, which
was 106.4m (2013 restated1: 99.2m).
Underlying profit excludes profits on
disposals and costs associated with
disposals of 10.5m (2013: 4.5m),
amortisation of acquired intangible
assets of 2.7m (2013: 10.0m), together
with one-off pension gains in the 2013
comparative figures of 4.3m arising as
we continue to actively manage our
pension liabilities.
Revenue, operating profit and margin,

earnings per share (EPS) and operating
cash flow provide indications as to the
volume and quality of work we have
done. They measure both profitability
and the efficiency with which we have
turned operating profits into cash.
Strategic Report
Business Review continued
20 Strategic Report
Business Review continued

Financial metrics
Revenue
Note
2014
Restated1
2013
Change
2 1,750.1m
1,705.2m
+2.6%
Operating profit
Underlying operating profit
113.7m
116.4m
104.0m
109.7m
+9.3%
+6.1%
Operating margin
Underlying operating margin
6.5%
6.7%
6.1%
6.4%
+0.4pp
+0.3pp
106.4m
95.5m
85.7p
51%
130
99.2m
82.9m
82.6p
55%
108
+7.3%
+15.2%
+3.8%
-4pp
+22
17,489
17,565
11.3%
17,899
17,648
10.6%
-2.3%
-0.5%
+0.7pp
Underlying profit before tax

Operating cash flow
Underlying diluted EPS
Work in hand
Safety Accident Incident Rate (AIR)
People
Staff numbers 31 March
Average staff numbers for year
Staff turnover
Revenue by sector
Roads 21%
Rail (including mass transit) 20%
Energy 13%
Water and environment 9%
Defence and security 8%
Buildings 6%
Aerospace and aviation 6%
Urban development 6%
Education 3%
Other 8%
4
5
6
7
8
9
Revenue by client type
Public sector: local government 24%

Public sector: national government 19%
Regulated 19%
Private sector 38%
Notes:
1. The results for the year to 31 March 2013 have
2. Revenue excludes the Groups share of revenue
from joint ventures.
3. Underlying operating profit excludes amortisation
of intangibles recognised on acquisitions of 2.7m.
In the comparative year, it excludes amortisation
and impairment of intangibles recognised on
acquisition of 10.0m along with a pension
curtailment gain of 4.3m.
4. Underlying profit before tax additionally excludes
net profit on disposal of businesses of 10.5m
(2013: 4.5m).
5. Underlying diluted EPS is based on underlying
profit after tax and allows for the dilutive effect
of share options.
6. Work in hand is the value of contracted and
committed work as at 31 March that is scheduled
for the following financial year, expressed as
a percentage of budgeted revenue for the year.
The 2013 comparative figure excludes the UK
highways services business, the disposal of which
was completed in October 2013.
7. Accident incident rate (AIR) tracks the number
of reportable accidents per 100,000 staff.
8. Staff numbers are shown on a full time equivalent
basis, including agency staff.
9. Staff turnover is the number of voluntary staff
resignations in the year, expressed as a percentage
of average staff numbers.
Revenue by segment
UK and Europe 55%

North America 21%
Middle East 9%
Asia Pacific 6%
Energy 9%
Strategic Report 21
Segmental performance
2013
Change
998.3m
62.6m
6.3%
49.2%
192
977.1m
62.2m
6.4%
50.9%
191
+2.2%
+0.6%
-0.1pp
-1.7pp
+1
9,544
9,751
9.5%
10,134
9,913
8.8%
-5.8%
-1.6%
+0.7pp
1. Work in hand adjusted in 2013 for the removal of highways services for comparability.

Roads 19%
Education 5%
Buildings 3%
Other 9%
10
11
9,751
14
10,896
13
9,913
12
10,047
11
12
13
14
Revenue by sector
10
11,690
14
62.6
13
62.2
12
53.2
11
65.3
10
79.6
-2%
998.3
+1%
977.1
+2%
940.5
Average staff numbers
1,001.5
Operating profit m
1,053.6
Revenue m
Governance
2014

Financial metrics
Revenue
Operating profit
Operating margin
Work in hand1
Safety Accident Incident Rate
People
Staff numbers at 31 March
Average staff numbers for the year
Staff turnover
Strategic Report

Good growth in our core markets.
>

Regulated 25%
Private sector 32%
22 Strategic Report
Segmental performance continued

Performance
Our United Kingdom and Europe business

has performed well during the year.
Headline revenue has increased by 2.2%
despite the disposal of our UK highways
services business at the half year. On an
underlying basis for continuing activities
revenue increased by 15%, driven
primarily by the UK where we have seen
good momentum in our core markets,
which continue to be well-funded.
Margins at 6.3% (2013: 6.4%) are slightly
lower but have progressed across most
of the business. This years performance
was held back by our conservative
approach to profit recognition with
regards to outstanding contract variations
on a number of longer term rail projects
in the UK and a strong European prior
year comparative as a consequence of
a profit release.
We have made good progress with the
Groups strategy of portfolio optimisation
and were pleased to complete the sale
of our UK highways services business to
Skanska on 4 October 2013 for an initial
cash consideration of 16m, together
with a further 2m subject to the future
performance of the business. The profit
on the disposal of this business was
13.0m, which is accounted for in the
Groups profit before tax but not reported
in the tables above.
Staff numbers at the end of March were
9,544, a reduction of 590 on the same
time last year. On an underlying basis,
excluding the 1,128 staff who transferred
as part of the UK highways services sale
in the period, headcount was up 6% in
the year.
Business model
We are primarily focused on the UK and

European markets where we plan, design
and enable our clients capital
programmes and projects in and around
infrastructure, as well as providing
engineering consultancy services to wider
markets. We are a technical consultancy,
providing advice, design and engineering
together with project management skills
for public and private sector clients. Our
multidisciplinary skills allow us to draw on
expertise across the business to deliver
complex projects in the UK and Europe,
and to support our other regional
businesses with specialist expertise.
Strategy
Our UK and European strategy focuses

on maintaining our market leadership
positions and maximising revenue
opportunities, taking advantage of
the UK Governments commitment
to stimulate the economy through
infrastructure investment and from
regulatory spend in rail, utilities and
airports. Our defence, security and
aerospace markets provide good diversity
to our infrastructure exposure.
Operational excellence continues to
improve the underlying processes of the
business, ensuring increased time to focus
on our clients needs, improving project
delivery and driving business efficiency.
Our ability to leverage skills and capability
from a variety of industry sectors and
professional disciplines provides a strong
selling proposition to our clients. We see
multiple opportunities for our broad
multidisciplinary offering, providing good
growth potential.
Business drivers
The economic environment significantly

affects the opportunities available to our
business and the UK Governments
recognition of infrastructure as a core
enabler of growth provides a positive
stimulus. Our diversified portfolio provides
resilience to market fluctuations, as does
the fact that a number of our markets
remain well-funded. The Scandinavian
markets that we face continue to benefit
from investment in infrastructure from
the public and private sectors, providing
stable, well-funded, market conditions.
Added resilience is brought to our UK
business by its ongoing support of
projects in other regions, together with
the increasing use of our global design
centres in Bangalore and Delhi, which
provide flexibility of delivery and access
to high-quality, lower cost resources.
Our market leadership position in the
UK is underpinned by the technical
excellence of our people and the quality
of their work. This has been recognised
by a number of awards in the year,
including being named the New Civil
Engineer/Association for Consultancy
and Engineering UK Major Consultant
of the Year 2014 and the winner of the
best change management project in
the Management Consultancy Awards,
in partnership with Network Rail, for the
Level Crossing Improvement Programme.
People
Excluding the staff who transferred from

Atkins with the sale of the UK highways
services business, the United Kingdom
and Europe business experienced positive
headcount growth. Staff turnover
increased slightly to 9.5% from 8.8%.
A combination of improving market
conditions, the need to recruit highly
specialist skills and a large and diverse
number of competitors for designers,
engineers and project managers across
the region resulted in a number of
programmes being implemented to assist
with the attraction, engagement and
retention of talented people.
Strategic Report 23
In 2013, Atkins became a founder

member of the 5% Club. As a member
we have committed to having a minimum
of 5% of our overall UK headcount
on a formalised apprentice, sponsored
student or graduate programme. As of
31 March 2014, we had achieved 12.5%.
We continue to work to increase the
proportion of female staff in Atkins
and have developed a range of flexible
working options to help us both recruit
and retain a broader range of staff. Our
efforts were recognised by workingmums.
co.uk when it announced Atkins as
winner of its Overall Top Employer and
Innovation in Flexible Working awards.
In line with the rest of the Group, we
measure employee engagement through
our Viewpoint employee engagement
survey. We have established a regional
target of improving our regional
engagement score by two points on
a year on year basis and were encouraged
that in the UK our results in 2013
showed an increase of five points over
the previous year.
As a founding member of the

Consultants Health and Safety Forum,
during the year we have been involved
in developing an online training package
that integrates risk assessment early
in the design process to encourage
good practice.
The ongoing promotion of science,
technology, engineering and mathematics
(STEM) careers to young people continues
to be a focus. The UK business created
eight STEM hubs nationwide to enable
a more coordinated approach to STEM
activity with schools, colleges and
community groups. We currently have
more than 200 STEM ambassadors
actively engaged in this programme.
To encourage our people to contribute
further to the social, environmental and
economic health of our communities we
have formalised a volunteering policy
commitment in the UK. These volunteer
days have mainly been used to support
charity organisations like RedR and
Engineers without Borders.
Risk
The majority of the Groups postemployment benefit liability sits within the
UK business and is comprised of defined
benefit pension obligations, the largest
of which is within the Atkins Pension Plan,
which is closed to the future accrual of
benefits (see note 32 on page 161).
The pension obligations are recognised

as a risk due to their size and the fact
that the ongoing liability is a function
of a number of assumptions, not least
the life expectancy of members. This risk
is mitigated by ongoing cash contributions
to the pension fund, which have been
agreed with the pension trustees, along
with measures to actively manage
ongoing volatility.
To assist in managing our project
portfolio we continue to cascade
a project management competency
framework across the region. The
implementation of this initiative,
including the associated training, will
assist in developing project management
capabilities within the region.
We identify, review and assess risks across
all of our businesses and the process is
explained in more detail in the Principal
Risks and Uncertainties section of the
Groups Annual Report and Accounts
(page 44).
Outlook
The outlook for our UK and European

business as a whole is stable despite
a slowdown in our aerospace business.
In the UK the infrastructure markets
present opportunities for our broad
multidisciplinary offering as the UK
Government further stimulates the
economy with its commitment to
infrastructure spend. Our secured work
in hand of 49.9% (2013: 52.3%) of
next years budgeted revenue gives us
confidence for the year ahead.
The core Scandinavian rail and highways
markets remain well-funded, with a visible
pipeline of new projects, supported by
government commitments. Work in hand
in Europe improved in the year to 42.3%
(2013: 38.9%).
Governance
Workplace health, safety and wellbeing

continue to be a high priority. Although
the overall accident incident rate remains
largely static, there were encouraging
improvements on the engineering and
contractor indicators. In the UK, we were
pleased to be awarded a Royal Society for
the Prevention of Accidents Gold Award
for Occupational Health and Safety for
the third consecutive year.
During 2013 more than 400 young

people joined the UK business on formal
education and development programmes.
This was one of our largest ever intakes
and included more than 90 apprentices.
Safety and sustainability
Reputation also plays a vital role in

recruitment and retention and over
the last year Atkins has been recognised
by a number of independent organisations
as a great place to work. In the Sunday
Times 25 Best Big Companies to Work
For we moved from 23rd to 18th and
appeared in the top 25 for the eighth time
in 10 years. We continue to be one of the
biggest and most popular recruiters of
newly graduated engineers and were
again voted the TARGETjobs most popular
graduate recruiter in the construction,
civil engineering and surveying sector.
Strategic Report

24 Strategic Report

United Kingdom
Financial metrics
Revenue
Operating profit
Operating margin
Work in hand1
People
Staff turnover
2014
2013
Change
922.0m
58.1m
6.3%
49.9%
900.3m
56.5m
6.3%
52.3%
+2.4%
+2.8%
nm
-2.4pp
8,810
9,017
9.5%
9,374
9,129
9.0%
-6.0%
-1.2%
+0.5pp
1. Work in hand adjusted in 2013 for the removal of highways services for comparability.
Performance
The UK business has grown headline

revenue by 2.4% despite the sale of
our highways services business part
way through the year. On an underlying
continuing basis, the business delivered
a strong performance with revenue
growth of 16.7%, supported by
underlying headcount growth of 6.8%,
excluding highways services.
The full year operating margin of 6.3%
(2013: 6.3%) held steady, with a contract
gain share as a consequence of our M25
design project exceeding its delivery
targets on the initial upgraded sections,
in part offset by outstanding variation
negotiations on certain longer term rail
signalling contracts. Encouragingly, second
half margins moved ahead to 7.4%
(2013: 6.6%), partly due to the disposal
of the lower margin highways services
business and through the ongoing focus
on margin across the business. Excluding
the highways services contribution for the
period of ownership, the margin for the
year was 7.0%.
Operations
Rail
Our rail business has had a busy year
with high levels of utilisation, reflecting
the strong pipeline of projects. Over
the course of the year, headcount has
grown significantly as a number of major
signalling, station design and electrification
projects have started. However, the
performance of this business has been
adversely impacted by negotiations
around contract variations on some
of our longer term signalling contracts.
A focus of this financial year has been
on delivering work across a number of
signalling projects awarded under the
two major frameworks for the Sussex/
Wessex and Kent/Anglia areas, including
Farnham and East Sussex. During the
year, we secured further work through
these frameworks, including a major
re-signalling project in East Kent. This
is in addition to ongoing work on our
other non-framework signalling contracts
at Cardiff and Wolverhampton.
The UKs electrification programme
presents a substantial opportunity for
our rail business. In partnership with
Parsons Brinckerhoff, we are the lead
design organisation for the electrification
of the Great Western main line between
London and South Wales.
In partnership with Network Rail, Laing

ORourke and VolkerRail, we are jointly
delivering the Stafford Area Improvement
Programme. During the year we have also
continued to support the delivery of
a number of other technically challenging
projects for Network Rail, including the
transformation of Birmingham New Street
station and design work for the East West
Rail project, which aims to connect
East Anglia with central, southern and
western England.
The rail business has been involved
in early stage design for phase one of
High Speed 2 (HS2), between London
and the West Midlands, including civils
design and environmental work, and
we believe we are well placed to win
further opportunities on phase two.
Our rail business won six industry awards
during 2013, including: Best Practice
Award for the Thameslink Borough
Viaduct at the British Construction
Industry Awards; Project of the Year for
Nuneaton North Chord at the Rail Freight
Group Awards; and the Innovation Award
for East Kent Access Phase Two at the
Institute of Civil Engineers (ICE)
Engineering Excellence Awards.
Strategic Report 25
We have healthy workloads, supported

by the UK Governments 2013 Spending
Review and Autumn Statement, which
indicate a significant increase in
infrastructure spend through to 2020/21,
including major new roads schemes in
England, Scotland and Wales. We have
secured a number of projects for which
funding was committed through this
process, including work on the M54/M6
junction, the A27 Chichester bypass and
schemes as part of the Highways Agencys
Smart Motorways programme.
The year has seen significant activity in
the Smart Motorways sector, with the
completion of major schemes on the
M62 in Manchester and at the M4/M5
interchange near Bristol, as well as the
recent opening of the Atkins-designed
first section of all-lane running on the
M25. We have recently secured the M1
junction 19 to 16 contract and there is
a robust pipeline of further schemes that
will come to the market in the year ahead.

Our water and environment business
has undertaken significant work on
key projects during the year, including
Crossrail and High Speed 2 and the peak
of delivery for the water industry in the
Asset Management Plan 5 (AMP5)
investment cycle.
Our five-year regulatory AMP5 framework
contracts with a number of the UKs
water companies have continued to
provide good workload volumes as
capital investment programmes progress.
It has been encouraging to see the water
industry developing its delivery models
well in advance of the start of AMP6 in
April 2015 and we have been successful
in securing key places on the AMP6
frameworks with Thames Water and
Severn Trent Water. We are bidding for
similar collaborative opportunities with
other water companies which should
provide further continuity of workload
between future AMP cycles.
As a result of our focus on working with

international funding and development
organisations, Atkins has won a contract
to lead a pan-European consortium to
develop sustainable energy solutions
for 24 countries in eastern and southern
Africa, and is a consortium partner in
another contract covering a further
26 countries in western and central
Africa. These two contracts are part of
the Sustainable Energy for All (SE4ALL)
framework which is a multi-stakeholder
partnership between governments, the
private sector and civil society.
Faithful+Gould
Our UK Faithful+Gould business saw
good growth in the year, with steady
workloads through the Scape public
sector procurement framework and
continued growth in the energy sector.
We are also seeing signs of improvement
in the property sector with London and
the south east leading the way, evidenced
by recent wins for Development Securities
and Argent. The market for project
management and commercial services
remains competitive, although we are
optimistic about improvement as the
sector emerges from recession.
Governance
Looking ahead, the Highways Agency

will undergo a major change as it looks
set to become a government-owned
company by April 2015. We expect to
see a three-fold increase in its annual
expenditure to more than 3.0bn per
annum by 2020 procured through a new
collaborative delivery framework. We
have prequalified for this key opportunity,
with final awards onto the framework
expected to be made in autumn 2014.
Atkins, alongside partners Boskalis

Westminster Ltd and VolkerStevin Group
(the VBA consortium), is one of six asset
delivery partners to secure a place on the
Environment Agencys 1bn Water and
Environment Management (WEM)
framework, which will run until late 2017.
This will focus on reducing the risk of river
and coastal flooding, as well as securing
social and environmental improvements.
Highways and transportation

Following the disposal of our highways
services business, we have refocused the
highways and transportation business on
three core areas: strategic advice, design
consultancy and asset management.
In addition, we continue to provide
operational maintenance and design for
the M25, Londons orbital motorway, as
part of our role within the M25 Connect
Plus consortium. During the year, we
received a contract gain share payment as
a consequence of our M25 design project
exceeding its delivery targets on the initial
upgraded sections.
Our multidisciplinary consultancy services

teams have continued to deliver well with
strong revenue growth in Wiltshire,
supported by further wins in the West
Midlands and more recently in Hampshire.
These long-term contracts, covering
a wide range of services from transport
planning and asset management to
engineering design, are also set to benefit
from additional capital funding over the
next five years.
Our rail business had a strong work in

hand position as we entered the new
financial year, reflecting the continued
strong pipeline.
Strategic Report

26 Strategic Report

Design and engineering

Our design and engineering business
serves customers across five key segments:
education, airports, defence, transportation
and mixed use development. All sectors
have strong pipelines of secured
workloads and opportunities.
Defence, aerospace and

communications
Our defence, aerospace and
communications business continues to
provide good diversity to our infrastructure
exposure, with access to a number of
exciting growth opportunities.
In the education sector, the Priority

Schools and Academies programmes
continue to gain momentum, and
we are well placed to participate in
these significant opportunities, with
a particular focus on buildings and
related infrastructure.
In defence we continue to be actively

engaged in opportunities to assist in the
transformation of Defence Equipment
and Support, which is part of the
UK Ministry of Defence.
Our airports team continues to win and

deliver significant programmes of work
at both London Gatwick and Heathrow.
We have been appointed by Gatwick
Airport Limited to provide multidisciplinary
design services as part of a continued
investment programme to transform
the airport. At Heathrow, we have been
appointed as programme designer for
the asset management and replacement
programme for the Q6 investment period.
In energy, we have secured a number of
key projects to support initial infrastructure
work around nuclear new build in the UK,
in addition to significant work to support
nuclear decommissioning projects.
We have experienced a recent slowdown

in our aerospace business as our major
client, Airbus Group, has moved from
design to production on a number
of programmes.
Our communications business continues
to provide expertise to a number of
key clients where our broad-based
design and implementation capability
sits neatly alongside our infrastructure
business streams.
Management consulting
Our management consulting business
provides the UK Government and
industry with practical capability to
run the full lifecycle of information
technology enabled change programmes.
We continue to deliver security work for
central government, as well as supporting
Heathrow Airports IT outsourcing
contract in partnership with Capgemini,
leveraging our position in aviation.
Our capability in holistic security continued
to grow. This team has secured a range
of new projects including a significant
assignment in cyber security for a high
profile multinational client in the
energy sector.
Strategic Report 27

Operations
In Denmark, we continue to work across

a number of key rail and road infrastructure
projects, including the new railway line
between Copenhagen and Ringsted and
the European Rail Traffic Management
System signalling programme. We have
maintained a strong order book through
the year, securing new projects such as
the Hundige-Kge rail renewal project
and bridge design on the Copenhagen
to Ringsted line. The Danish Government
has recently announced a major
programme of investment in rail
infrastructure and rolling stock, and we
believe we are well-positioned to benefit.
Change
76.3m
4.5m
5.9%
42.3%
76.8m
5.7m
7.4%
38.9%
-0.7%
-21.1%
-1.5pp
+3.4pp
734
734
9.7%
760
784
6.8%
-3.4%
-6.4%
+2.9pp
In Sweden, we are working on a number

of significant infrastructure projects, such
as the Liding Tram Line for Stockholm
County Council and the Mlarbanan rail
systems project for the state transport
authority, Trafikverket. We have secured
further projects in the period, including a
Kil to Laxa rail project. The market outlook
and medium-term pipeline remain good.
Our operations have stabilised in Ireland

and showed some modest growth
through the year with headcount
increasing for the first time since 2008
on the back of some good wins in the
water and highways sectors. In Portugal,
the continuing difficult economic
conditions will curtail any meaningful
growth in the medium term.
Governance
Our European business is primarily focused

on the rail and highways infrastructure
markets in Scandinavia, with smaller
operations in Poland, Ireland and Portugal.
Our performance was in line with our
expectations with revenue at 76.3m,
which was broadly flat compared with the
prior year and with margins down against
strong prior year comparatives, which
were buoyed by provision releases.
This margin reduction is also reflective
of an increasingly competitive market in
Scandinavia. Headcount was down slightly
to 734 (2013: 760).
2013
Performance
2014
We continue to work to expand our

position in the Norwegian infrastructure
market, which is expected to return to
growth over the next few years, and we
are developing a number of opportunities
within rail, metro and light rail.
In Poland, we remain focused on
the transportation (road and rail),
environmental and energy sectors where
our largest project continues to be our
role as the owners engineer for the
Polish liquefied natural gas plant.
Increased market activity is expected
in the future, as EU funding is unlocked
for new capital schemes.

Financial metrics
Revenue
Operating profit
Operating margin
Work in hand
People
Staff turnover
Strategic Report
Europe
28 Strategic Report
North America
Margin progression and streamlined
organisation structure.
>
Financial metrics
Revenue
Operating profit
Operating margin
Work in hand
People
Staff turnover
2014
2013
Change
380.9m
19.1m
5.0%
58.8%
117
389.7m
15.3m
3.9%
61.0%
89
-2.3%
+24.8%
+1.1pp
-2.2pp
+28
2,836
2,970
11.5%
3,039
3,091
10.1%
-6.7%
-3.9%
+1.4pp
12
Revenue by sector
Roads 41%
Buildings 6%
Other 24%
10
533
11
12
13
14

Private sector 35%
10
2,970
11
13
14
1,858
19.1
3.4
13.8
15.3
14
279.2
13
55.0
10
3,091
-4%
3,314
+25%
21.2
-2%
380.9
389.7
Operating profit m
421.9
Revenue m
11
12
Strategic Report 29
The disposal of Peter Brown resulted in

a loss on sale of 3.1m, which is adjusted
for in calculating the Group underlying
profit before tax and is not reported in
the preceding table (page 28).
Average staff numbers have fallen by
121 since last year, partly as a consequence
of the disposal of the Peter Brown
business, which accounted for 37 staff,
and partly due to restructuring.
has been rolled out during this financial
year, with an initial focus on increasing
margins through both reductions in
our overhead cost base and improving
staff utilisation.
Business model
Our transportation, infrastructure and

environmental businesses have been
reorganised to focus on multidisciplinary
design and engineering consultancy
services in five client-facing areas:
transportation, public and private, federal,
aviation and strategic ventures, which
includes areas such as rail, energy,
technology and future-proofing cities.
In order to compete effectively in these
markets we have adopted a new
operating model comprising a technical
professional organisation creating
discipline-focused technical resources.
Strategy
Our strategy is to focus on major

infrastructure programmes in the
transportation, energy, federal, state
and cities markets in North America.
As part of the overall Group strategy
pillar of portfolio optimisation we
disposed of the Peter Brown business
during the year, allowing us to focus
on our key consultancy and programme
management markets.
We are strengthening our capability
to compete for, win and deliver major
projects and programmes, leveraging
our technology capabilities to create
a competitive advantage.
We are shifting our focus to capturing
and winning work, and have created
a flexible and scalable technical
professional organisation to deliver
work more efficiently.
We aim to improve margins by
streamlining our organisation and
removing overhead costs as part of
our operational excellence programme.
Business drivers
The majority of North Americas projects

are funded in part or in whole by federal
funds, either through a state or local
government agency or directly by federal
agencies. Publicly funded projects provide
greater stability than privately funded
projects, which tend to have funding
fluctuations. However, publicly funded
projects tend to be awarded more
slowly or are delayed due to protracted
negotiations within the agencies and/or
due to political scrutiny.
Operations
Our transportation business has continued

its positive performance. During the year
we were appointed to three new contracts
to oversee transport solutions for
highways authorities in Florida, Georgia
and Texas. Additionally, we were awarded
work by the Colorado Department of
Transportation to provide general tolling
advisory services.
Our public and private portfolio has
benefited from awards in the wastewater
management, energy, marine, and
emergency response areas of our business.
This includes our appointment to a
five-year Texas Multiple Award Schedule
contract which gives us access to more
than 2,000 potential government-related
clients throughout Texas and builds on
more than 40 years of delivering quality
services throughout the state.
In aviation, we were awarded a general
services contract at Hartsfield-Jackson
Atlanta International Airport, through
our Absolute joint venture, comprising
Atkins, Southeastern Engineering, Inc.
and Brindley Pieters and Associates.
Despite generally slow Federal
Government business and a government
shutdown in October, we were still
awarded some notable contracts, the
largest of these being the reappointment
to the Federal Emergency Management
Agency (FEMA) flood risk MAP framework
contract and the FEMA Nationwide
Housing Inspection Services contract
(in joint venture with The Louis Berger
Group, Inc. and Tidal Basin Government
Consulting, LLC). We also extended
our rapid response contract with the
U.S. Army Corps of Engineers.
We continue to provide key planning,
design and engineering services for
the United States Military Academy at
West Point.
Governance
These technical resources will service the

new client-facing business units, which
are supported by dedicated client-focused
business development and sales teams.
This simplified operating structure will
enable us to focus business development
and sales on our chosen clients as we
progress to larger, more complex projects.
Our North American business has seen

a 24.8% increase in operating profit over
last year, increasing profit to 19.1m
(2013: 15.3m) at an improved margin
of 5.0%, up from 3.9% in the prior year.
We have made good progress with the
portfolio optimisation part of our strategy,
with the divestment of the Peter Brown
construction management at risk business
on 30 August 2013. Excluding the results
of the Peter Brown business, which
reported a trading loss for the year of
3.2m, gives a combined consultancy
and Faithful+Gould operating profit
of 22.3m (2013: 21.8m), at a margin
of 6.0% (2013: 6.0%).
Performance
Strategic Report

North America
30 Strategic Report

North America
Our Faithful+Gould business had a good

year with an improvement in margins
and profitability. We benefited from
the continued economic recovery in
the private sector, most notably
manufacturing. Additionally, in the
hospitality and leisure sector we have
made good progress and were successfully
appointed to provide project management
services on a series of upgrades to the
iconic Billie Jean King National Tennis
Center in Queens, New York. We continue
to see growth in the energy sector,
as evidenced by the renewal of our
commission with Ontario Power
Generation Inc. for a further three years.
People
As part of ongoing driver fitness

assessment the driving history of our
people has been reviewed and
supplementary driver safety training
provided where required.
To support our operational excellence

strategy we restructured our business,
delivering efficiencies and an associated
headcount reduction of around 6.7%.
Staff turnover increased slightly in the
year, although it still remains in line with
the North America industry average.
We remain focused on the engagement
and retention of key staff and measure
employee engagement through our
Group wide Viewpoint employee
engagement survey. The overall score
remains in line with the benchmarks
for our industry sector.
We continue to balance the need to offer
market-competitive reward structures
against our financial performance and
affordability. The implementation of
My Career, our new Group wide online
performance management system, is
expected to improve the quality of our
performance management activities
and create greater alignment between
performance and rewards.
We have a strong safety ethos and culture

led from the top of our organisation.
Our Faithful+Gould business has promoted
physical health in offices, introducing
some agile workspaces which provide
an option for employees to work standing
up. Spending more time standing has well
documented ergonomic and cardiovascular
benefits and promotes increased physical
movement at work. In addition we have
introduced a comprehensive heat stress
index, supported by controls, which uses
temperature and humidity to estimate
risks to workers from environmental
heat sources.
This years recipients of support from

our Atkins Foundation included a high
school robotics design team, an initiative
challenging middle school students to
design and build table top scale models
of future cities using recycled materials,
and the American Red Cross in its
Oklahoma tornado disaster relief efforts.
The current year accident incident rate
figure, although higher than the prior
year, represents three accidents, two
minor slips and trips and one road traffic
accident, an increase of one accident
year on year.
Risk
The assessment of risks across all our

businesses is explained in more detail
in the Principal Risks and Uncertainties
section of the Annual Report and
Accounts (page 44). There have been no
significant developments with regard to
the longstanding and previously reported
Department of Justice and Securities and
Exchange Commission enquiries relating
to potential Foreign Corrupt Practices Act
violations by The PBSJ Corporation prior
to its acquisition by the Group.
Outlook
We continue to see stable market

conditions in the key states within which
we operate. Economic conditions in
certain states, such as Texas and Colorado,
remain positive, and coupled with
increased interest in private investments
in public infrastructure at state level there
are positive investment signals in the
market. Work in hand at 31 March 2014
stands at 58.8% of next years budgeted
revenue (2013: 61.0%).
Moving into the new financial year our
revised structure and continued focus on
our cost base provide a strong platform
for progress.
Strategic Report 31

Middle East
Change
168.4m
14.4m
8.6%
62.7%
53
162.2m
11.8m
7.3%
80.2%
43
+3.8%
+22.0%
+1.3pp
-17.5pp
+10
2,071
1,985
16.0%
1,979
2,006
13.2%
+4.6%
-1.0%
+2.8pp
Revenue by sector

Roads 18%
Buildings commercial/residential 18%
Other 24%
12
13
14

Private sector 51%
10
11
1,758
12
1,985
11.8
11
2,006
10
1,629
14
2,154
13
14.4
12
16.8
11
14.0
10
23.8
-1%
168.4
+22%
162.2
+4%
171.4
140.9
Operating profit m
136.6
Revenue m
13
14
Revenue by geography
Qatar 36%
Kingdom of Saudi Arabia 18%
Abu Dhabi 16%
Dubai 12%
Sultanate of Oman 7%
Bahrain 1%
Other 10%
Governance
2013
2014

Financial metrics
Revenue
Operating profit
Operating margin
Work in hand
People
Staff turnover
Strategic Report
Middle East
Our focused approach delivers
improved margins.
>
32 Strategic Report

Middle East
Performance
The Middle East region had an improved

year with revenue up 3.8% to 168.4m
(2013: 162.2m) and operating profit
22% ahead of last year, reflecting a
strong second half performance, with
significant wins in the rail sector and
encouraging signs of a re-emergence of
growth in the United Arab Emirates (UAE)
property sector offsetting restructuring
costs and delays to project mobilisation
during the first half of the financial
year. Notwithstanding this improved
performance, we continue to experience
protracted negotiations on variations on
some of our major contracts in the region.
Business model
Our business model is to maintain strong

local resources in our chosen markets,
complemented by multi-skilled design
centres both within the region and in
India. This provides agility and efficiency
by maximising our ability to mobilise for
major projects, while minimising exposure
to individual market resource demands
and constraints.
Strategy
Our strategy in the Middle East is to focus

on the regions most dynamic markets
and sectors; namely infrastructure, rail
and property in the UAE, Qatar and the
Kingdom of Saudi Arabia (KSA). The
region offers multiple opportunities
and our strategy is aimed at carefully
selecting and securing major projects and
programmes with established key clients.
In addition, local resources support our
energy business in the region, which is
reported within our Energy segment.
Business drivers
The economic climate in the Middle East

is primarily driven by the global oil price,
which affects demand for our services
since regional spending ultimately flows
through to capital investment in
infrastructure, transportation and
property. The longer term need to
develop in these areas to support growing
economies and populations will continue
to drive strong demand for our services.
We have a clear view of well-funded
programmes.
Operations
Notwithstanding some delays experienced

on projects coming to the market in the
first half of this financial year, the business
has built upon its well-balanced workload
and further cemented its position among
the regions foremost design and
engineering consultancies.
One of our most significant projects
in the region is as lead designer for three
of the six lines of Riyadh Metro, where
we are partnering with the Spanish
consultancy TYPSA. Our client is the
FAST consortium (comprising FCC,
Samsung, Alstom, Strukton and
Freyssinet), which is responsible for lines
four, five and six, representing just over
a third of the total track. This project
has further developed our profile in the
KSA, building on our ongoing role as
lead designer and programme manager
for the new 30m passenger per year
terminal and associated buildings and
infrastructure at King Abdulaziz
International Airport in Jeddah.
Our current rail projects include Etihad Rail
in the UAE, Dubai Tram, UAE, and Doha
Metro Red Line South and Lusail Light Rail
in Qatar. There remains strong demand
for metro projects across the region, with
further opportunities to work selectively
for design and build contractors within
our core markets.
Infrastructure sector activity, which covers

roads, bridges and utilities networks,
remains buoyant in Qatar, where our
headcount has grown to approximately
500 locally based staff. We continue
to work with the Qatari Government,
advising on infrastructure planning and
design projects to meet its National Vision
2030. Our key projects include the
Central Planning Office, which is making
an important contribution to the
coordination of Qatars major transport
programmes, and a significant framework
contract to upgrade Dohas roads and
drainage systems.
In Abu Dhabi we have a broad portfolio
of infrastructure projects with key
clients including Abu Dhabi and Al Ain
Municipality, the Department of Municipal
Affairs, the Urban Planning Council
and Musanada. Notable projects include
the design of infrastructure for a 1.3bn,
42 km2 Emirati community in North
Wathba. We are also seeing opportunities
in the KSA, where we recently won
a strategic programme partnering with
Bechtel to advise the Economic Cities
Authority on the development of four
new cities. In addition, we are supporting
the Royal Commission of Jubail and Yanbu
with its major industrial development
activity in the Eastern Province.
Our property sector activity is showing
early signs of an upturn, particularly in
Dubai following the citys successful bid
to host Expo 2020, where developers have
been restarting suspended projects and
initiating new opportunities. Our current
key projects include Dubai Opera House
and the residential element of Al Habtoor
City, a major new development along
Sheikh Zayed Road, the citys main
arterial highway.
Strategic Report 33
Our achievements are evidenced by

industry awards and recognition, such
as our success in being named Consultant
of the Year 2013 by both Construction
Week and Middle East MEP magazines,
as well as winning Construction Week
Qatars Health and Safety Initiative of the
Year award.
People
Headcount has grown modestly, up

92 year on year, with 71 staff joining the
region as a consequence of the acquisition
of Confluence. We also saw the impact
of mobilising new contracts offset by
reductions in Bahrain and Kuwait where
we are reducing our presence. Improved
market conditions have also led to greater
competition for staff, particularly in key
markets such as Qatar and the UAE, with
staff turnover increasing to 16% across
the region.
Our ability to mobilise existing staff from

across the Group and to hire new staff
from within and outside the region to
resource the delivery of major projects
is critical to our business success in the
Middle East.
We are demonstrating strong leadership

through the launch of the Atkins
minimum requirements for construction
safety which establishes a new level of
control over our engagement with and
influence over clients and contractors
on construction supervision projects.
It includes health, safety and welfare
statutory regulations.
The accident incident rate for both the
current and prior year relates to single
office-related incidents.
Certain countries within the Middle East

have greater potential for political change.
In addition, it is a region where there is
an increased risk of payment delays. Our
extensive experience of operating in the
Middle East over the last 40 years gives
us a level of insight into the political
environment which, combined with our
focused strategy of carefully selecting
both the countries and clients, enables
us to mitigate political and commercial
risks as much as possible.
Construction safety remains an elevated
risk in the Middle East. As explained
in our Corporate Sustainability Review
(page 54), we are mitigating this risk
wherever possible and have been
instrumental in creating improved
standards for the industry.
We track risks across all of our businesses.
This process is explained in more detail
section of the Groups Annual Report and
Accounts (page 44).
Outlook
We have a good order book which stands

at 62.7% of next years budgeted revenue
(2013: 80.2%). In the next financial year
we see good opportunities for growth
in our key property, infrastructure and
rail sectors in the well-funded markets
of Qatar, the UAE and the KSA.
Governance
Our Faithful+Gould Middle East business

has performed well, supplemented by
the addition of the Confluence project
management business of 71 staff.
We continue to provide project and
programme management support across
the region. During the year we have seen
good growth in both Qatar and the KSA.
The acquisition of Confluence brought
additional projects with new clients, most
notably the University of Dubai and two
Kempinski hotels in Oman and Dubai.
Risk
During the first half of the year we

undertook restructuring activity in Kuwait
and Bahrain, enabling us to concentrate
resources within our priority growth
markets.
We measure staff engagement through

our Group wide Viewpoint survey.
Our overall engagement score for the
Middle East region remains significantly
better than the benchmark for our
industry sector. This is reinforced by the
large proportion of staff who indicated
in the survey that they are proud to work
for Atkins and that they care about
the success of the organisation. This is
particularly pleasing given the retention
challenges that we face in the region.
However, we experienced a slight drop
in the overall engagement score in
the current year and have focused on
specific staff engagement activities to
address this.
Our established presence in Oman is also

presenting good opportunities within
the property and infrastructure sectors
through longstanding clients such as
The Wave, Muscat and Omran, as well
as Saraya Bandar Jissah, for whom we are
providing construction supervision services
for the infrastructure works for a 350m
residential and leisure development.
Strategic Report

Middle East
We have extended our influence around

sustainability through the continued
funding of the chair and senior lecturer
of sustainable design of the built
environment at the British University
in Dubai.
34 Strategic Report
Asia Pacific
Good revenue growth as we
diversify through acquisition.
>
Financial metrics
Revenue
Operating profit
Operating margin
Work in hand
People
Staff turnover
2014
2013
Change
100.5m
8.0m
8.0%
49.3%
47
88.0m
8.1m
9.2%
49.6%
0
+14.2%
-1.2%
-1.2pp
-0.3pp
+47
1,498
1,357
16.4%
1,295
1,260
10.1%
+15.7%
+7.7%
+6.3pp
8.1
8.0
1,158
1,152
1,206
1,260
13
8.2
12
13
14
10
11
12
13
5.1
11
100.5
10
1,357
+8%
10.3
-1%
88.0
+14%
82.9
80.3
Operating profit m
78.7
Revenue m
14
Revenue by sector
Buildings 21%
Roads 7%
Other 25%
10
11
12

Private sector 78%
14
Revenue by geography
Hong Kong 48%

Mainland China 37%
Singapore 8%
Australia 3%
Other Asia Pacific 4%
Strategic Report 35
Business model
In Asia Pacific, we operate through

a network of offices in Greater China,
Malaysia, Vietnam, Singapore, India
and Australia, providing our clients with
a range of services throughout the
entire cycle of urban development.
The acquisition of Confluence has further
strengthened our regional capability in
project management. We also draw upon
our Group wide capability to deliver the
most suitable solution to our clients.
Strategy
We are working to expand our footprint

in Asia Pacific to take advantage of the
rapid urbanisation opportunities that are
emerging. In Hong Kong we have
developed a dedicated team to pursue
the pipeline of large scale government
infrastructure programmes. We continue
to focus on broadening our client base,
adding prestigious names such as the
Airport Authority and West Kowloon
Cultural District Authority alongside the
Mass Transit Railway Corporation. We also
continue to strengthen our relationships
with internationally renowned contractors
through our design and build projects.
We continue to expand in South East Asia

in Malaysia, Vietnam and Singapore
as well as India, with a primary focus in
urban planning, transport infrastructure
and property. We are endeavouring to
leverage the strengths and contacts of
our existing Atkins and Faithful+Gould
businesses with the recently acquired
Confluence business in the markets
we share.
Business drivers
Our growth potential in the Asia Pacific

region is underpinned by the speed
and scale of urbanisation driving both
government spending and, to a large
extent, the rate of private sector
investment.
Outside Asia Pacific, we see good
business opportunities for the Group
as major Chinese companies invest in
large scale infrastructure development
projects overseas.
Operations
In Hong Kong, we continue to diversify

our key client portfolio and deliver high
end engineering services to achieve
steady growth.
We were recently appointed to undertake
project management consultancy services
for the West Kowloon Cultural District
development in Hong Kong. Securing
this major project demonstrates our
commitment to growth and diversification
in Hong Kong and the Asia Pacific region.
We have been commissioned by Dragages
Hong Kong Limited (Dragages) as the
design consultant for the Liantang/Heung
Yuen Wai Boundary Control Point project
and associated works. This is our largest
design and build contract with Dragages
in Hong Kong to date. The commission
further enhances our relationship with
Dragages and underpins our strategy
of working with contractors.
We recently celebrated the breaking of
ground for our design for the Pearl of the
North, the 565 metre super-tall building
in Shenyang, which showcases our
architecture capability for designing
super-tall iconic buildings in the region.
We have also completed a plan for the
Dongliang River restoration and landscape
design, which creates a new ecological
leisure destination in Chongqing, China
and mitigates existing environmental risks
such as flooding and poor water quality.
We successfully delivered a masterplan
for a new town in Fuzhou, the capital
of Fujian Province, which included a large
scale industrial park for aviation-related
activity, a 10km tunnel and expressway.
As a consequence we signed a strategic
framework cooperation agreement
with AVIC Joy Air Holdings Limited to
be involved in the planning of a number
of major new developments across China.
Governance
Our operating margin of 8.0%

(2013: 9.2%) reflects both our continued
investment in strategic growth and
the integration and transaction costs
associated with the Confluence acquisition
incurred during the year.
In mainland China, we have adopted

a multidisciplinary approach to engage
the rise of rapid urbanisation and the
increasing emphasis on quality. This
has provided good opportunities for
our planning, architecture and landscape
business, while our expertise in economic
studies, transport planning and eco-low
carbon consultancy positions us well in
the market. We are now introducing
our engineering services to the market
through strategic partnerships with
leading local companies to leverage
further growth in China. In addition,
we see a number of major Chinese
companies investing in large scale
infrastructure projects internationally
and our partnerships with them provide
us with significant growth opportunities
in other regions.
Our Asia Pacific region saw good growth

this financial year in revenue, which was
up by 14.2%, and headcount, up 15.7%
and closing at 1,498 (2013: 1,295). This
is a consequence of both organic growth,
as the business diversifies its technical
and geographic base, and the acquisition
in October 2013 of the Confluence
project management business, which has
operations in Asia Pacific, the Middle East
and India, for a debt-free cash consideration
of 8.4m.
Performance
Strategic Report

Asia Pacific
36 Strategic Report

Asia Pacific
Elsewhere we continue to expand our

footprint in South East Asia. Recently
we were commissioned by the Ministry
of Rural and Regional Development
in Malaysia, which is responsible for
developing, encouraging, facilitating
and fostering economic and social
development in the federation, to deliver
the concept design for buildings and
the masterplan for core and potential
extension areas of the Asia Aerospace
City Subang in Malaysia.
In India, we continue to pursue
opportunities in the property,
masterplanning and transportation
sectors. We work closely with our team
in Hong Kong to target selected clients
and niche opportunities in the Indian
property market and we have been
successful in securing two commissions
from Wave Group, one of the largest
property developers in the Delhi region.
In the transportation sector, we have
won highway design work for two new
townships on the Delhi-Mumbai Industrial
Corridor project.
Faithful+Goulds integration of the
166 Confluence staff in the region,
out of a total of 237, is progressing well.
We have had recent success in Singapore
on several high-profile projects. A key
initiative is to build our profile in our
core markets and to expand into new
sectors, most notably the industrial and
pharmaceutical sectors in India as well
as the hotel sector in China.
The Confluence acquisition provides
a more diverse service and sector portfolio
from which to build the next stage of
our growth. This is clearly evident in India,
where we are involved with Asias most
complex residential project, the showpiece
Atmosphere development in Kolkata.
The Confluence business also brings with
it some distinguished projects, notably
the project management of the logistics
surrounding the Singapore Formula One
Grand Prix circuit.
People
Our Asia Pacific region experienced good

headcount growth in the last year, with
an increase of 203, boosted by the
Confluence acquisition, as we expand
our regional footprint. Staff turnover has
increased to 16.4%, reflecting market
conditions. Our ability to attract and retain
staff is a key area of focus for us this year.
Our growth targets in the region have
necessitated a focus on recruitment
activities. We have invested in this area by
implementing the Group wide recruitment
tool and a global careers website with
specific regional content, to attract more
applications and increase the efficiency
of the process.
We are investing in and developing our
human resources infrastructure to support
our regional growth plans, and have also
invested in technology and personnel to
ensure that we are able to support and
sustain our next phase of growth.
The year on year increase in the accident

incident rate relates to a single officerelated incident.
For the sixth consecutive year, our Hong
Kong operation has received Hong Kongs
Council of Social Services Caring
Company Award for good corporate
citizenship. We mobilised offices across
our international operations in response
to Typhoon Haiyan, to raise money and
support charities coordinating relief
efforts, such as RedR.
Our Singapore office has achieved Green
Services accreditation from the Green
Building Council for Environment and
Design in recognition of its development
of in-house capabilities and corporate
green practices, along with the delivery
of sustainable designs and services.
Risk
As we expand our footprint into new

territories within the region there is an
increased risk associated with operating
in these countries. These risks have
been identified as lack of commercial
transparency, political instability and
risks associated with operating within
unfamiliar regulatory, tax and employment
regimes. We mitigate these risks by
undertaking research into both the market
and specific clients, as well as using
professional advisors to assist with legal
and regulatory compliance.
Outlook
Asia Pacific is well placed to deliver on its

strategic growth plan and the acquisition
of Confluence strengthens our service
offering and geographic reach in the
region. Work in hand is consistent with
last year at 49.3% (2013: 49.6%) of next
years budgeted revenue, and the
potential in the region is underpinned by
the speed and scale of urbanisation in the
foreseeable future.
Strategic Report 37
2013
Change
169.6m
15.1m
8.9%
31.8%
0
151.9m
13.8m
9.1%
33.4%
0
+11.7%
+9.4%
-0.2pp
-1.6pp
n/a
1,461
1,424
11.7%
1,376
1,307
14.3%
+6.2%
+9.0%
-2.6pp
Oil and gas 53%

Nuclear 34%
Power (including renewables) 13%
11
12
13
10
12
13
1,424
11
1,307
15.1
14
14
Revenue by sector
10
805
11.4
14
1,095
13
970
12
8.5
11
8.4
10
13.8
+9%
169.6
+9%
151.9
+12%
128.4
98.6
Operating profit m
82.0
Revenue m
Governance
2014

Financial metrics
Revenue
Operating profit
Operating margin
Work in hand
People
Staff turnover
Strategic Report
Energy
Strong growth and an attractive pipeline.
>

Regulated 45%
Private sector 54%
38 Strategic Report

Energy
Performance
We continue to deliver good organic

growth in our Energy business, where we
are well positioned in the buoyant markets
of oil and gas and nuclear. We have also
seen a steady increase in our share of the
conventional generation and renewables
markets. We continue to strengthen our
service offering through partnerships
with companies offering complementary
skills, helping us to secure strategic
opportunities both within and outside
the UK. We will continue to invest in this
business to grow organically and through
targeted acquisitions.
Our Energy business continues to perform
well in strong markets across all sectors.
Revenue was up 11.7% year on year and
staff numbers increased to 1,461, an
increase of 6.2% over the year. Growth
has been helped by successful partnering
arrangements. The margin of 8.9%
reflects ongoing investment in large,
strategic bids.
Business model
The Energy business operates worldwide

in several home markets, competing
against a wide range of service offerings
from large multinational engineering
consultancies to specialist niche players.
Strategy
We remain focused on nuclear, oil and

gas, conventional power generation and
renewables. In these industries we are
applying our high end multidisciplinary
engineering skills during both design and
operational phases to assure the integrity
and economic performance of our
clients facilities.
We continue to look at investment
opportunities, selectively expanding our
geographic footprint and service offering
through organic growth, as well as
extending and creating new partnering
arrangements and targeting acquisitions.
Business drivers
Our business is underpinned by the global

growth in energy requirements as many
countries struggle with increasing demand
and an imperative to decarbonise to
mitigate the effects of climate change.
High oil prices drive the demand to
keep existing energy production and
distribution facilities operating for longer,
drawing on our safety and integrity
services. At the same time, with the
industry seeking to maximise more
challenging oil reserves, such as marginal
and deepwater fields, there is a continued
increase in demand for our advanced
engineering skills.
In nuclear we continue to see a similar
focus on keeping existing facilities
operating safely for longer. There is also
continuing demand for technical support
around nuclear decommissioning. In
addition, we are seeing momentum
gather on nuclear new-build programmes
around the world as many countries look
to develop nuclear power as part of their
long-term strategy for energy security
and decarbonisation. Our skills are in high
demand across the entire nuclear lifecycle.
The imperative to decarbonise also
increases demand for our skills in the
renewables sector. We are helping
operators and governments to increase
capacity from new forms of low carbon
generation such as offshore wind,
biomass and energy from waste.
Operations
Nuclear
Our position in the UK nuclear new-build
market has strengthened following our
appointment to a major new framework
with Horizon Nuclear Power to provide
engineering and related technical services
for a new generation of nuclear power
stations in the UK.
We remain busy on existing nuclear
generation work through our role as
an EDF Energy UK strategic supply chain
partner. Our recent appointment to
provide design, engineering, infrastructure
and project management services
to URENCOs 540m capital expenditure
programme further builds our relationship
with this key player within the nuclear
fuel supply chain.
Our position in the UKs nuclear
decommissioning market has been
cemented further by our recent
appointment as the preferred bidder
on a new contract with Sellafield Ltd
for its 1.4bn Silos Direct encapsulation
Plant (SDP) project, as part of an equal
three-way joint venture with Areva and
Mace (a.m.a.). The SDP will process
nuclear waste recovered from one of
the largest high hazard nuclear waste
silos on the Sellafield site and is the only
project of its kind in the world. This award
is testament to the success of our strategic
partnerships, which continue to deliver
excellent opportunities for the Group.
We continue to develop an international
nuclear portfolio providing a broad range
of services to Emirates Nuclear Energy
Corporation in the Middle East on the
20bn Barakah Nuclear Programme,
through n.triple.a, our joint venture with
French engineering consultancy Assystem.
We are also acting as architect engineer,
as part of the Engage consortium, on
the 15bn International Thermonuclear
Experimental Reactor (ITER) programme
in the South of France.
Strategic Report 39
The most significant win in line with this

strategy is our recent five-year global
agreement with BP for the provision
of engineering design, engineering
consultancy and project management
services to BPs upstream oil and gas
production facilities and assets worldwide.
In the year we also secured a two-year
framework with major integrated energy
company ENI, supporting its portfolio
of operating assets in Australia as well
as non-operating assets and any future
developments. This builds on contracts
already established providing a wide
range of consultancy services to Maersk,
Chevron, Talisman, Apache, Nexen and
Statoil in the North Sea and the Gulf of
Mexico, as well as our global enterprise
framework agreement with Shell.
Our Houston and Calgary operations

continue to develop, underpinned by
strong client relationships, particularly
with BP and Shell. The Middle East market
continues to provide a strong pipeline of
work, including the recent award of two
contracts by Abu Dhabi Marine Operating
Company worth over US $3m to support
the safe life extension of existing critical
infrastructure.
Power
In the UK our power business continues
to maintain a significant portfolio in
providing high end technical support
to large scale power generation and
transmission projects with clients such
as National Grid, Drax, Eggborough
and Energos.
This business has begun to access
international markets with the award
of a contract providing engineering design
services to Tennessee Valley Authoritys
coal and gas plants as part of our teaming
arrangement with Merrick & Co. The
contract has been signed for an initial
three years with an option to extend for
an additional two years.
Marine renewables
We have expanded our portfolio of work
in the offshore renewables sector with the
addition of engineering design contracts
to support DONG Energys extension of
the Walney and Burbo Bank offshore wind
farms (OWFs) and for the new Race Bank
project. Additional contracts with RWE
for the Galloper OWF and with Statoil for
the Dudgeon OWF further increase our
market share of design consultancy work
in the offshore renewables sector.
Governance
We have also expanded our technical

advisor role on Singapores LNG terminal
supporting its Phase 3 Expansion Project
under an engineering services agreement
for our full range of capabilities.
We have delivered technical advisory

services on energy storage, geothermal
energy and Carbon Capture and
Storage (CCS) to the UK Governments
Department of Energy and Climate
Change, strengthening our position
at the heart of emerging clean energy
technologies. We continue to act as
technical advisor to the CCS
commercialisation programme.
People
Underlying headcount increased by

approximately 6%, underpinning good
business performance. During the year
we also saw significant investment of time
and resource in support of large scale new
business opportunities and have focused
our recruitment activities to support this
work and to achieve our financial targets.
Staff turnover has fallen in line with our
expectations and reached a three-year
low of 11.7%.
Retention has been one of the key areas
of focus for the Energy business this year.
We have continued to focus on ensuring
that our reward structure remains
competitive and have also invested in
a number of development programmes
to assist with staff development and
retention.
Oil and gas

Our oil and gas business continues to
focus on securing long-term framework
agreements for both consultancy and
design services for major oil and gas
operators. We continue to expand our
ability to provide services on a worldwide
scale through our operational hubs and
centres of technical excellence in the UK,
Middle East, North America and Asia
Pacific regions.
Strengthening of our international oil and

gas operations comes with the ENI award
above as well as an additional AUD $19m
four-year flow assurance contract for the
INPEX-operated Ichthys Project, offshore
of Western Australia. This builds on our
portfolio of projects in the buoyant
liquefied natural gas (LNG) market.
Establishing a nuclear footprint in the

US has also been a priority as we await
final approvals from the US Government
for our acquisition of Nuclear Safety
Associates Inc. (NSA), a 130-person
engineering and technical services firm
with a focus on nuclear safety, design
engineering and professional security
services. NSA will both enhance the
capability of the Groups Energy business
and provide it with the opportunity to
expand its well-established project and
client base in the US.
Strategic Report

Energy
40 Strategic Report

Energy
We have extended the delivery of our

People Manager Programme, which is
aimed at improving the quality of the
conversations managers have with their
people, and have also introduced a new
Energising your Career programme.
The programme is designed to help staff
at our middle career levels understand
their strengths and how to achieve
development progression. We have also
supported the Group wide implementation
of My Career, our new performance and
development programme.
Our nuclear business has achieved good

safety performance working as part of the
ACKtiv Nuclear joint venture with Carillion
and Jacobs. ACKtiv Nuclears Sellafield
project recently exceeded two million
man hours without a lost time accident,
extending the joint ventures existing
record to over three million man hours
without a lost time accident. Our AIR
was zero for the second year running.
We are using our safety expertise to
support one of our key clients, providing
technical and safety engineering services
to Shells onshore and offshore assets
worldwide.
Our people have used a variety of
platforms to encourage students to
consider a career in engineering, including
visits by our graduates to school and
university events.
Through our work in the renewables
sector we are helping society to make
the transition to a low carbon economy.
For example, we are working with DONG
Energy Wind Power to extend one of its
existing wind farms.
Risk
We assess risks across all of our

businesses. This is explained in more detail
section of the Annual Report and
Accounts (page 44). The risks identified
as being most pertinent to the Energy
business are those associated with the
safety and environmental and reputational
consequences of an error in our work.
We have also identified that our plans
for growth are potentially affected by the
availability of skills. To mitigate this risk we
continue to invest in our in-house training
academy that now provides a range of
externally recognised courses. This year
we welcomed just under 500 people on
these courses.
Outlook
The outlook for our Energy business

remains very good. We are well positioned
in attractive markets and have work in
hand broadly consistent with that of last
year at 31.8% of budgeted revenue
(2013: 33.4%), which will underpin
further growth in the year ahead.
Strategic Report 41
Reported operating profit was 113.7m

(2013 restated: 104.0m), at a margin
of 6.5% (2013: 6.1%). As we state above,
we believe a more representative measure
of operating profit adds back amortisation
of acquired intangible assets of 2.7m
(2013: 10.0m), together with one-off
pension gains in the 2013 comparative
figures of 4.3m. This shows a more
representative underlying operating profit
of 116.4m (2013 restated: 109.7m)
giving an improved underlying margin
of 6.7% (2013: 6.4%).
The aforementioned profit on disposal
of 10.5m is explained in more detail
(page 143) and comprises the net profit
on sale of our UK highways services
operations and the disposal of the
Peter Brown construction management
at risk business in North America, which
follow on from the sale of our UK asset
finance initiative in prior years.
Net finance cost
Net finance cost was 13.6m (2013

restated: 14.3m). The year on year
reduction was primarily the result of
an increase in finance income receivable
on loan notes.
Taxation
The Groups income tax expense for the

year was 17.9m (2013 restated: 13.7m),
giving an effective tax rate of 15.7%
(2013 restated: 14.0%). The Groups
underlying effective tax rate was 19.0%
(2013 restated: 17.1%). This rate is lower
than the UK statutory rate of 23% due
to continued benefits from research and
development (R&D) tax credits, utilisation
of tax losses not previously recognised
and the impact of prior year adjustments.
The Groups tax position will continue to
be driven by our regional profile of profits
and the benefit of R&D tax credits.
Earnings per share (EPS)
Basic EPS from continuing operations was

98.4p (2013 restated: 86.8p). Underlying
diluted EPS on continuing operations was
85.7p (2013 restated: 82.6p), an increase
of 3.8%.
Pensions
IAS 19 (revised 2011) valuation

and accounting treatment
The Group determines pension scheme
funding with reference to actuarial
valuations. During the year the Group
adopted and retrospectively applied
IAS 19 (revised 2011). IAS 19 (revised
2011) and the related consequential
amendments have had an impact on the
1. The results for the year to 31 March 2013 have

reporting of the Groups defined benefit

scheme by replacing the interest cost
and expected return on plan assets with
a net interest charge on the net defined
benefit liability. In addition, the standard
requires that unvested past service costs
and administration costs be recognised
immediately in the income statement,
which has also had a small impact on
the Groups defined benefit liability. The
effect of this resulted in the net defined
benefit obligation at 31 March 2013
being restated as 295.6m (previously
298.8m). As at 31 March 2014 the
Groups retirement benefit liability was
324.2m (2013 restated: 282.0m).
The assumptions used in the IAS 19
(revised 2011) valuation are detailed in
note 32 to the Financial Statements
(page 161).
Funding
Cash contributions of 32.0m (2013:
21.0m) were made to the Atkins Pension
Plan (the Plan) during the year. Under the
latest agreed recovery plan the Group will
contribute 32m to the Plan for each of
the two years ending 31 March 2015,
with annual contributions then escalating
by 2.5% each year until 31 March 2025.
There were no pension settlement or
curtailment gains in 2014 but in the
comparative period the Plan recognised
a net settlement gain of 0.1m in respect
of an enhanced transfer value (ETV)
exercise for the year ended 31 March
2013. The Railways Pension Scheme
recognised a curtailment gain during the
2013 financial year in respect of the two
new benefit bases that came into effect
for certain members from 1 January 2013.
The curtailment gain arose for members
moving from the existing uncapped salary
category or RPI capped salary category
to the new CPI capped category. The
reduction in the past service liability for
this curtailment was 4.3m and this was
recognised as a curtailment gain in the
year ended 31 March 2013.
Governance

the acquisition of Confluence.
Our underlying profit before tax was

106.4m, an increase of 7.3% over last
years restated profit of 99.2m, on
revenue that increased by 2.6% to
1.75bn (2013: 1.71bn). We believe
underlying profit is a more representative
measure of performance, removing the
items that may give a distorted view of
performance. In the current year we have
removed profits on disposals and costs
associated with disposals of 10.5m
(2013: 4.5m), amortisation of acquired
intangible assets of 2.7m (2013:
10.0m), together with one-off pension
gains in the 2013 comparative figures of
4.3m arising as we continue to actively
manage our pension liabilities. The
unadjusted reported profit before tax
was 114.2m (2013 restated: 98.0m).
Performance summary
Strategic Report
Financial Performance Review
42 Strategic Report
Financial Performance Review continued
Charges
The total charge to the income statement
in respect of defined benefit schemes
was 14.3m (2013 restated: 10.5m),
comprising service cost of 2.1m (2013
restated: 2.1m), administrative expenses
of 0.2m (2013 restated: 0.2m),
curtailment and settlement gains of nil
(2013: 4.4m) and a net interest expense
of 12.0m (2013 restated: 12.6m).
The charge relating to defined contribution
schemes increased to 37.9m
(2013: 32.8m).
Cash
Net funds as at 31 March 2014 were

188.3m (2013: 143.0m), made up
as follows:
2014
2013
m
m
Cash and cash
equivalents
237.3
201.5
Loan notes receivable
20.3
20.0
Financial assets
at fair value through
profit or loss
31.5
35.9
Borrowings due
within one year
(55.2)
(59.8)
Borrowings due after
more than one year
(45.5)
(49.3)
Finance leases
(0.1)
(5.3)
Net funds
188.3
143.0
Cash generated from continuing

operations was 95.5m (2013: 82.9m),
representing 82.0% (2013 restated:
75.6%) of underlying operating profit,
and can be summarised as follows:
Restated1
2014
2013
m
m
Profit before
interest and tax
Add depreciation
Add amortisation
and impairment
EBITDA
Outflow relating
to pensions
Movement in
working capital
Movement in
long-term payables
Movement in
provisions
Other non-cash items
Operating cash flow
127.8
14.7
7.5
112.3
14.6
14.0
150.0
140.9
(32.0)
(9.6)
(21.0)
(27.0)
(0.7)
0.3
(1.8)
(10.4)
95.5
(4.7)
(5.6)
82.9
The movement in non-cash items of

10.4m (2013: 5.6m) consists primarily
of the profit on disposal of the highways
services and Peter Brown businesses
of 10.5m as well as curtailment and
settlement gains in 2013 of 4.4m.
Net tax paid amounted to 10.9m
(2013: 7.1m).
Net capital expenditure in the year,
including the purchase of computer
software licences, amounted to 16.9m
(2013: 23.9m).
Capital structure
As at 31 March 2014, the Group had

shareholders funds of 130.2m
(2013 restated: 146.3m) and the
Company had shareholders funds of
186.4m (2013: 167.7m).
The Company had 104.5m fully paid
ordinary shares in issue at 31 March 2014
(2013: 104.5m). For further details, refer
to note 34 to the Financial Statements
(page 171).
Treasury policy and objectives
The Groups treasury function manages

and monitors external funding and
investment requirements and financial
risks in support of the Groups corporate
objectives. The Board reviews and agrees
procedures, requirements and authority
levels for treasury activities. The Board
delegates responsibility of the detailed
review of the policies to the Audit
Committee.
The Groups financial instruments, other
than derivatives, comprise borrowings,
cash and liquid resources and various
items, such as trade receivables and trade
payables, which arise directly from its
operations. The main purpose of these
financial instruments is to finance the
Groups activities. The Group also enters
into derivative transactions, principally
forward foreign currency contracts
to manage foreign exchange risk on
material commercial transactions
undertaken in currencies other than
the local functional currency.
The main risks arising from the Groups
financial instruments are market risk
(including foreign exchange risk, interest
rate risk and price risk), credit risk and
liquidity risk. The Groups exposures to
and management of each of the main
risks, together with sensitivities and risk
concentrations, are described in more
detail in note 2 to the Financial Statements.
The Group funds its ongoing activities
through cash generated from its
operations and, where necessary,
external borrowings and finance leases.
The Groups debt facilities are described
(page 159). Utilisation of the Groups
facilities is a consequence of prior year
acquisitions and ongoing organic growth.
As at 31 March 2014 the Group had
141.5m of undrawn committed borrowing
facilities available (2013: 113.3m).
Strategic Report 43
This policy requires forecasts to be made

on the projected outcomes of projects.
These forecasts require assessments and
judgements to be made on changes in,
for example, work scope, changes in
costs and costs to completion. While
the assumptions made are based on
professional judgements, subsequent
events may mean that estimates
calculated prove to be inaccurate, with a
consequent effect on the reported results.
The Groups principal accounting policies

are described in note 1 to the Financial
Statements (page 119). The Financial
Statements for the year ended
31 March 2014 have been prepared
under International Financial Reporting
Standards (IFRSs) as adopted by the EU.
The preparation of Financial Statements
in conformity with generally accepted
accounting principles requires the use of
estimates and assumptions that affect the
reported amounts of assets and liabilities
at the date of the Financial Statements
and the reported amounts of revenues
and expenses during the reporting period.
Although these estimates are based on
managements best knowledge of the
amount, event or actions, actual results
may ultimately differ from those estimates.
Material estimates applied across the
Groups businesses and joint ventures
are reviewed to a common standard and
adjusted where appropriate to ensure that
consistent treatment of similar and related
issues that require judgement is achieved
upon consolidation. Any revisions to
estimates are recognised prospectively.
The accounting policies and areas that
require the most significant estimates
and judgements to be used in the
preparation of the Financial Statements
are in relation to contract accounting,
including recoverability of receivables,
goodwill impairment and defined benefit
pension schemes.
Goodwill impairment
As set out in note 1 the Financial

Statements (page 119), goodwill is subject
to impairment review both annually and
when there are indications that the
carrying value may not be recoverable.
The carrying value of goodwill is
compared to the recoverable amount,
which is the higher of value in use and
fair value less costs to sell.
For the purpose of impairment testing,
goodwill acquired in a business
combination is allocated to each of the
cash-generating units (CGUs), or groups
of CGUs, that are expected to benefit
from the synergies of the combination.
Each CGU or group of CGUs to which
the goodwill is allocated represents the
lowest level within the entity at which
goodwill is monitored for internal
management purposes.
Determining whether goodwill is impaired
requires an estimation of the value in use
of CGUs to which the goodwill has been
allocated. The value in use calculation
requires an estimate to be made of the
timing and amount of future cash flows
expected to arise from the CGU and the
application of a suitable discount rate to
calculate the present value. The discount
rates used are based on the Groups
weighted average cost of capital adjusted
to reflect the specific economic
environment of the relevant CGU.
Defined benefit pension schemes
Accounting for pensions involves

judgement about uncertain events in
the future such as inflation, salary levels
at retirement, longevity rates, rates of
return on plan assets and discount rates.
Assumptions in respect of pensions and
post-employment benefits are set after
consultation with independent qualified
actuaries. Management believes the
assumptions are appropriate. However,
a change in the assumptions used would
have an impact on the Groups results and
net assets. Any differences between the
assumptions and the actual outcome will
affect results in future years. An estimate
of the sensitivity to changes in key
assumptions is disclosed in note 32 to
the Financial Statements (page 161).
Governance
Critical accounting policies
The Groups contract accounting policy is

central to how the Group values the work
it has carried out in each financial year.
Tax
The Group is subject to tax in a number

of jurisdictions and judgement is required
in determining the Group wide provision
for income taxes. The Group provides for
potential liabilities in respect of uncertain
tax positions where additional tax may
become payable in future periods and
such provisions are based on
managements assessment of exposures.
As set out in note 1 to the Financial
Statements (pages 119 to 128), deferred
tax is accounted for on temporary
differences using the liability method,
with deferred tax liabilities being provided
for in full and deferred tax assets being
recognised only to the extent that it is
judged probable that future taxable
profits will arise against which the
temporary differences can be utilised.
Contract accounting
There have been no significant changes

to the Groups treasury procedures,
requirements and authority levels during
the year.
Strategic Report
Financial Performance Review continued
44 Strategic Report
Principal risks and uncertainties
We recognise that effective

risk management is fundamental
to helping us achieve our strategic
and operational objectives.
>
Strategic Report 45
This framework and the associated risk

management structure support the
systematic identification, assessment,
communication, reporting and
management of risk at both strategic
and operational levels, and seek to
ensure that:
the public, employees and the
environment are safe from potential
hazards inherent in our operations
the potential for damage to our
corporate reputation, or financial loss
to shareholders and other stakeholders,
is minimised.
The Board believes that, for risk
management to be successful, it must
integrate the framework into all activities
and develop a culture and behaviour
within the organisation that ensure:
a common approach to risk

management is adopted, reducing
inefficiency
operational risks are fully articulated and

subject to regular review, communication
and reporting across the organisation as
part of our normal management process
we operate in an environment and

culture where both technical and
commercial risk remain a key focus.
we operate in a culture that encourages

early disclosure of issues or concerns,
so that timely and appropriate action
can be discussed, agreed, assigned and
implemented as necessary.
We continue to manage a number of

potential risks and uncertainties which
could have a material impact on our
long-term performance. Many of these
risks are common to other companies and
we assess them to establish the principal
risks for the Group. The table overleaf
outlines the principal risks and the
mitigating activities we undertake in
respect of each of them, and indicates
the change of each in the year. We
continue to assess these risks under
two main categories of strategic risk
and operational risk.
It is intended that these principles and

the risk management framework continue
to be used throughout the Group,
without exception, to achieve progressive
improvement in the effectiveness of
risk management processes. The risk
management framework interfaces with
the commercial framework, providing
an integrated, consistent process for
assessing the level of risk for operational
projects and services, depending on scale
and complexity. This enables appropriate
projects and services to be peer reviewed
and evaluated, and the risks categorised.
Where applicable, the table crossreferences principal risks with segmentspecific risks.
Governance
all significant risks have owners,

mitigation strategies and, where actions
have been identified, action owners
who have been assigned a target date
by which the action is to be completed
Having an integrated process supports

management in determining the
appropriate level of risk for our operations.
It also enables the organisation to identify,
evaluate, control, monitor and own risks
at the appropriate level, ensuring that:
This risk management framework

continues to support the Boards risk
appetite when assessing and determining
the nature and extent of the significant
risks it is willing to accept in achieving its
strategic and operational objectives.
the ownership and management of

risk is not the exclusive responsibility
of senior management but is passed
down to appropriate staff members
The Group Risk Committee, chaired

by the Group chief executive officer,
oversees the operation of the Groups
risk management framework and provides
support to the Board and the Audit
Committee. Effective risk management
continues to be embedded in our
governance framework, which is
summarised in the Corporate Governance
Report (pages 66 to 73).
Strategic Report
Principal risks and uncertainties continued
the management of risk is clearly driven

from business strategy and objectives
Group functions assist and support
management in setting minimum
standards across the Group
46 Strategic Report
Risk increasing
Strategic
Risk decreasing
No material change to risk
Risk (in alphabetical order)
Mitigation
Mitigating activities in action
Economic outlook
Imposition of government austerity
measures has an impact on our trading
performance as spending on public sector
infrastructure is reduced.
We have increased our sector and

geographic diversification to provide
resilience at a time when many of our
markets still experience uncertainty. We
have a clear strategic priority to focus on
sectors which have attractive growth
prospects with good levels of funding.
We have already reshaped our business

to target more than 50% of our revenue
outside the UK. Our medium-term goal is
to generate more than 75% of revenue
from our non-UK and Energy businesses.
Worsening economic conditions lead

to reduced levels of private sector
infrastructure spend and have an adverse
impact on our clients ability to pay for
our services.
We actively seek to redeploy staff around

the Group to meet demand in growth
markets and sectors, frequently moving
work to people and people to work.
We perform client credit checks and maintain
regular management reviews of credit
terms, trade debtors and work in progress.
Financial
The deterioration of the Groups financial
position limits our ability to invest in
growth.
Adverse movements in liability
assumptions or asset values result in a
significant increase in the Groups defined
benefit pension obligations, increasing
the cash funding required to repay the
deficit and reducing our ability to invest
in further growth opportunities.
We review the Groups trading and

funding position on an ongoing basis.
We have made good progress in
implementing our strategy to continue
to de-risk our defined benefit pension
schemes. We will continue to manage
the assets and liabilities of our pension
schemes.
The Groups treasury function manages
and monitors external funding and
investment requirements and risks arising
from the Groups financial instruments
risks, i.e. market risk (including foreign
exchange risk, interest rate risk and price
risk), credit risk and liquidity risk.
We continue to focus on funded markets

in targeting growth and evaluating
investment opportunities.
We have added resilience to our UK
business through its ongoing support to
non-UK projects.
During the year we entered into a new

five-year revolving credit facility (RCF) of
200m, replacing the Groups previous
150m RCF and 30m bilateral facility.
This is in addition to our 2012 debut
issue in the US private placement market,
which together broaden the sources
of funding available to the Group.
We continue to monitor and actively
manage our strategy to de-risk our
defined benefit pension schemes.
We also concluded successfully our
negotiations on the triennial actuarial
funding valuation with the trustee of the
Atkins Pension Plan during the year. This
resulted in an extension of the associated
deficit repayment plan to 31 March 2025.
Further information is contained in the
United Kingdom and Europe review
(page 23).
Geo-political
Political instability in the regions within
which we operate has a negative impact
on our ability to deliver contractual
services and/or receive payment and/or
endangers the safety of our staff.
Market
Worsening economic conditions lead
to changes in contracts resulting in
increased risk transfer from clients as
competitors accept more onerous
contract terms to win work.
Reductions in the amount of available
work increase pricing pressure and
reduce our operating margins.
Regulatory/legal
Legislation and regulations restrict our
ability to operate in certain locations
or perform certain activities, leading
to the need to exit these markets.
Breaches of regulation or legislation
result in fines, imprisonment and/or
reputational damage.
We have focused on geographies that

have more stable trading environments.
We obtain the latest professional risk
and security information before engaging
in contracts in new geographies and
continue to monitor the stability of the
markets in which we trade.
We have robust, integrated review
procedures, which include peer reviews,
during the bidding and contracting stage
of our projects.
We have focused our strategy on sectors
with strong growth prospects, good levels
of funding and high technical barriers
to entry.
Further information is contained in

the Middle East review (page 33) and
Asia Pacific review (page 36).
We are continuing to drive operational

performance across the Group to improve
our margins.
We continue to embed our integrated
review procedures across our
management and markets.
We have a strategic focus on operational

excellence and on winning and delivering
work.
Initiatives such as our operational

excellence programme, together with the
increasing use of our global design
centres in India, aim to deliver a
competitive cost base while also
supporting and enabling growth across
the Group.
We seek external advice about new

and/or changing trading restrictions,
communicating these changes across
our business as necessary.
Work to develop our Group code of

conduct continued during the year and
this is expected to be launched to all
employees in the current financial year.
We continue to invest in staff training

and communication.
We refreshed the communication of

details of our whistleblower hotline
Group wide during the year.
Change
in year
Strategic Report 47
Risk decreasing
No material change to risk
Risk (in alphabetical order)
Mitigation
Mitigating activities in action
Crisis event
A significant one-off event affecting a key
business location, project or employees
could interrupt service delivery, threaten
life and/or cause reputational damage to
our business.
We have a Group crisis management plan

in place to respond quickly to such events.
The robustness of our plan continues to

be reviewed and tested and the plan is
updated as necessary.
Health, safety and environmental

Shortcomings in our design or works
supervision result in a health, safety or
environmental incident involving staff,
clients or other third parties leading to
injury, loss of life and/or significant
damage to our reputation with all
stakeholders.
Safety is part of our commitment to

quality and reliability. Clear and explicit
senior management leadership on health,
safety and environmental matters is
regularly reinforced via targeted campaigns.
Our Group wide behavioural awareness

programme, Safe and Secure by Choice,
continues to support the standard of our
commitment to creating a leading health
and safety culture.
We have implemented our safety

standards worldwide.
We have developed the Atkins minimum

requirements to assess the competency
of construction contractors and set the
minimum standards expected on site
when we supervise works.
We continue to invest in staff training

and communication about the importance
of safety and security in the workplace.
Physical and data security
Confidential client business and/or
personal data is mishandled, resulting
in breach of contract, the inappropriate
release of commercially sensitive
information or the loss of the personal
information of our clients and/or employees.
Our business systems suffer an attack
from hackers or viruses.
We refreshed the communication of

details of our whistleblower hotline
Group wide during the year.
We use appropriate physical security,

secure networks and encryption in order
to protect data.
We continue to provide information

assurance training modules for our
people.
We train staff on best practice in

information assurance.
As part of a more holistic information

assurance programme, we have started
to develop plans for a behaviours-based
programme of engagement with our
people on information assurance.
The Group security officer seeks to ensure

best practice and raise the profile of
security across the business.
Governance
We mandate accident and near-miss

reporting and provide a whistleblower
hotline to enable staff to raise concerns
confidentially.
Change
in year
Strategic Report
Risk increasing
Operational
We continue to implement our online

project management system to drive
consistently high standards across the Group.
We continue to invest in ongoing project
management excellence training
programmes for our staff.
We continue to improve project controls,
which include regular financial reviews
of project performance.
Staff recruitment and retention

Failure to attract and retain the most
talented, motivated professionals in their
respective fields makes us unable to
deliver on clients expectations and
respond to the most technically
challenging and time-critical projects,
thereby eroding our market share and
damaging our financial performance.
Regular business reviews evaluate a

number of metrics including headcount,
retention, vacancy levels and employee
engagement.
Technical delivery
Design errors or omissions lead to client
dissatisfaction, financial losses and
damage to our reputation for technical
excellence.
Robust review procedures during the

bidding, contracting and delivery stage
to ensure that the Group has the capability
to deliver the scope of work.
We continue to target our investment

in increasing project management
capabilities across the Group (people,
processes and systems).
Further information is contained in the
United Kingdom and Europe review
(page 23).
A new online platform, My Career,

was rolled out to all regions during the
year. This supports a consistent approach
to staff performance reviews, training,
career planning and development.
Engagement is essential in a peoplebased business. We continue to use a
variety of channels, including our annual
Viewpoint survey, to communicate and
engage with our employees.
Ongoing technical training and

development.
Appointment of network chairs to provide
technical centres of excellence across the
Group.
We have developed seven design

principles which govern all our technical
work. These are now embedded in our
business management system. We have
set up a working group of representatives
from all our operating businesses and
relevant corporate functions, which
has been tasked with developing and
disseminating best practice regarding
technical governance. Key areas of
focus currently are project manager
competence, electronic data
management and technical assurance.
Projects
Poor management of projects leads to
client dissatisfaction, damage to our
reputation for technical excellence and
a deterioration in the Groups financial
performance.
The safety and security of our people

is threatened.
48 Strategic Report
Individual talent and our

collective expertise help us to
exceed client expectations and
meet our strategic objectives.
>
Strategic Report 49
Human Resources Review continued
Headcount
Underlying headcount increased by

approximately 800 people in the year
ending 31 March 2014 to 17,489, with
particularly impressive growth during the
first half of the year. There was a rise in
the United Kingdom and Europe, Asia
Pacific and the Middle East, reflecting our
strategy of organic growth and targeted
acquisitions. These increases in headcount
were partly offset by a reduction in North
America as the region continues to focus
on operational efficiency and productivity.
In conjunction with developing our talent

pool in local markets, we have a growing
number of international assignments
across the Group, to supplement skills
not available locally with specific technical
knowledge or to resource the delivery
of large projects. In order to respond to
the growth in international assignment
activity, we have completed a strategic
review of our requirements, policies and
processes and will be implementing the
recommendations from the review over
the course of the next financial year.
Governance
We assess the impact of our human

resource activities on the delivery of
our strategy via a structured process
of business reviews that evaluate human
capital metrics such as headcount,
retention and employee engagement.
We also forecast future skills and
resourcing needs and use this information
to manage staff utilisation and to
resource our future growth plans.
We remain focused on bringing young

people into engineering from school or
university. We hired 500 new graduates
in 2013 across all of our regions and will
be targeting a similar number in 2014.
There has also been an increase in the
percentage of female graduates in this
years intake, which supports our diversity
agenda. Our apprentice programme
continues to attract school leavers
choosing a career in engineering.
Further details are provided in the United
Kingdom and Europe business review
(page 23). To assist with our recruitment
activities, we launched an innovative new
global careers website to engage potential
new recruits which gives access to all our
vacancies throughout the world.
Figure 1: FTE headcount growth1
17,600
17,400
17,200
17,000
16,800
16,600
16,400
16,200
Apr 13 May 13
Jun 13
Jul 13
Aug 13 Sep 13
Oct 13
Nov 13 Dec 13
Jan 14
Feb 14
Mar 14
Atkins Group
1. Headcount figures are restated to exclude the UK highways services business disposedof
in the year ended 31 March 2014.
At Atkins we trust our people to go

above and beyond for our Company
and our clients. Individual talent and
our collective expertise help us to
exceed client expectations and meet
our strategic objectives. Our people
are our competitive edge.
Overview
Strategic Report
We trust our people to go

above and beyond.
50 Strategic Report

We hired 500 new graduates
in 2013 across all of our
regions and will be targeting
a similar number in 2014.
Engagement
Ensuring our employees feel valued and

positive at work underpins our ethos
and supports our strategy for growth.
We know there is always room for
improvement, therefore, we ask our
people what they think and then involve
them in our plans for change.
Every year we ask our employees around
the world to participate in our Viewpoint
employee engagement survey. The survey
comprises a series of themed questions
of strategic importance to Atkins, aligned
to a pre-defined engagement model.
This model measures our peoples
relationship with management, their
jobs and the Group.
Group results were communicated via
the world news centre of our Group wide
intranet, with presentations of results
by region/business unit arranged locally.
The results of the 2013 survey showed

positive improvements in most areas,
with the overall engagement score
increasing to 69 (from 67 in 2012 and
64 in 2011). It is evident that people
across Atkins really care about the success
of our organisation (95%) and about
our goals (86%). There has also been
a significant increase in the level of
satisfaction with job security, particularly
in the UK. We will continue to use the
feedback from this survey to sustain
an ongoing dialogue with our people
through which we can continuously
improve our employee engagement.
Day to day, we maintain regular
communication with our employees
through chief executive officer (CEO)
letters, Group updates and information,
project successes and stories about our
people, which we make available via
our Group wide intranet. Following the
announcement of our financial results,
we provide updates on our Group

performance through an online
presentation from our Group finance
director and video interview with our
Group CEO. We also make these available
as a recorded telephone message and
a written transcript.
Our senior leadership teams hold
meetings and open discussions to give
employees the opportunity to ask
questions about our strategy and future
plans. Where geography presents a
challenge for face to face communication,
such as in the Middle East and North
America, our CEOs have engaged with
employees through webinars and all
hands calls, giving employees the chance
to participate and ask questions directly.
Another popular communication channel
is our CEO blogs, through which our
regional CEOs share informal thoughts,
images and updates, and invite comments
from employees.
Figure 2: Viewpoint Group engagement results as provided by Ipsos MORI
What is engagement and why do we measure it?

Ipsos MORI has identified three components alignment, involvement and loyalty that can help us to understand and improve the experience
of our employees.
Alignment
Global
norm
59
Involvement
2013
68
2012
66
Alignment is about how closely

an individuals objectives, values
and aspirations match those of
the Group.
Global
norm
63
2013
70
Loyalty
2012
69
Involvement is about how

involved people feel with their
job. We measure this through
key questions around job
satisfaction, motivation and
personal fulfilment.
Global
norm
57
Overall score
2013
70
2012
68
Loyalty measures the emotional

tie people have to the Group
as a whole, i.e. how proud they
feel, what their outlook is and
how they would speak about
the Group to others.
Global
norm
60
2013
69
The employee engagement

score is an average score against
which employee engagement
can be measured across all
three components.
Our employee engagement score for 2013 can also be measured against the Ipsos Global Sector Norm in other words, how we compare
against the responses given by employees in other organisations in the professional services sector, both globally and regionally.
2012
67
Strategic Report 51
Investment in people
To achieve our vision to be the worlds

best infrastructure consultancy we need
to develop and enhance the capabilities
and performance of our people. The
Groups annual training spend of over
18.5m was an increase on the previous
year, reflecting an increased investment
in performance management, personal
development and sales excellence. This
performance-related approach provides
our employees with the skills and focus
to support our Group to deliver on higher
growth and higher margin activities.
One of the key challenges for our industry

is to develop the next generation of
engineers to solve the challenges of
urbanisation, climate change and energy
generation. For this reason our graduate
and apprenticeship programmes are at
the heart of developing our talent for the
future. We continue to work in partnership
with local schools and colleges through
our Science Technology Engineering &
Maths (STEM) ambassadors to engage
with young people and encourage them
towards careers in our industry.
One of the key requirements of our
growth ambition is the capability of our
people to get close to our clients and to
understand their drivers and requirements.
Our global sales excellence programme
was introduced during the year and over
800 staff attended training workshops to
develop their skills in client engagement.
Pay movement across the Group varies

by business and geography. This reflects
both the diversity of our business and the
variability in market conditions between
businesses and regions. With effect from
1 April 2014 the average salary increase
was 4% across the Group, with significant
variation by region.
To inform the salary review and other
reward decisions, we conduct
comprehensive annual benchmarking
studies across our regions (UK, North
America, Middle East, Asia Pacific and
Europe). We use the data to improve
the competitiveness of our remuneration
packages and to help line managers
with pay decisions.
Approximately 1,000 senior leaders
worldwide participate in our executive
bonus scheme (EBS). This incentivises the
delivery of above-average financial results
and exceptional individual performance by
rewarding the achievement of stretching
targets and personal objectives.
A new cash performance measure was
introduced to the EBS in 2013 for our
most senior participants to incentivise
good cash performance throughout the
whole year and reflect how effective each
business is at converting profits into cash.
This has in turn helped to encourage
better long-term behaviour in this area.
The success in driving strategic focus on
the cash flow cycle has resulted in the
Groups decision to extend the population
subject to the cash measure to the next
level of the organisation. Further details
of this measure are provided in the
Remuneration Report (page 98).
A discretionary bonus scheme covers
the wider Atkins population. We expect
to pay a bonus to around one third of
staff members, recognising individual
contribution and performance.
Governance
Reward
During the year, we also sought the

opinions of our employees and our leaders
to develop a new employer brand identity,
known as the Atkins Way, which is
a celebration of the quiet brilliance of
Atkins people. It defines our external
recruitment activity and underpins the
range of Group wide and localised
communications we share with our
employees. The Atkins Way works on
the basis that the Group is the sum of our
people and that nobody can tell the story
of an organisation as effectively and as
genuinely as the people who work for it.
During the year we have implemented

the My Career programme across all
our regions. My Career focuses on the
performance and development of
all our people and includes an online
performance and development review
system and also a learning management
portal providing online access to key
learning resources. My Career aims to
help individuals take responsibility for
their performance and development
and create a better dialogue between
individuals and their line managers in
support of their careers. Our aim is to
sustain a high-performance culture across
Atkins and to help our people make the
most of their talent.
In 2013 we celebrated Atkins 75th

anniversary which provided an excellent
opportunity to involve and unite all our
employees around one inspiring common
theme. As well as regular articles on our
intranet about our technical heritage, we
invited employees to participate in photo
competitions via social media, email and
our intranet and asked our employees
to nominate colleagues for a Sir William
Atkins medal. The medals were awarded
to 89 employees at all levels Group wide
in recognition of their outstanding
achievements. Everyone was given the
opportunity to join a 75th anniversary
celebration in their regional business,
which ranged from vintage fancy dress
and tea parties to music festivals and
beach parties.
Strategic Report
People across our business

really care about the success
of the organisation (95%)
and about its goals (86%).
52 Strategic Report

We are committed to building
a diverse organisation.
Employee share ownership is encouraged

across the Group to align the interests of
our employees and our shareholders and
to enable our employees to share in the
success of the Company. In the UK, we
operate a share incentive plan (SIP) that
provides a tax-efficient mechanism for
employees to become shareholders.
Approximately 12% of eligible employees
participate in the SIP.
We have maintained our focus on the
management of our historic defined
benefit pension liabilities. The triennial
valuation of the Atkins Pension Plan was
agreed in February 2014 providing
a stable repayment plan mechanism to
manage our deficit contributions over
the next 12 years.
Diversity
We are committed to building a diverse

organisation to maximise the skills
available to us in the geographies in
which we operate. Our policies have
been adopted to ensure this commitment
is implemented from the point of
recruitment and continues throughout an
individuals employment. Our people are
supported to develop to their full potential
regardless of sex, race, age, religion or
belief, disability, sexual orientation, gender
identity, marriage and civil partner status,
pregnancy, parental obligations or
background, subject to the laws of the
jurisdictions in which we work.
The Group encourages recruitment,
training, career development and
promotion on the basis of aptitude
and ability, without regard to disability.
We are also committed to retaining and
retraining as necessary employees who
become disabled during the course
of their employment.
Gender diversity continues to be a key

focus for the Group and our goal is to
continue to develop an organisational
culture that fully embraces male and
female contributions in a male-dominated
industry. We are working towards
achieving a better gender balance to
provide an environment where women
want to stay and develop their careers.
We have a range of objectives which
have been devised to align to these goals.
The womens leadership council links
senior women across all regions and is
committed to supporting women
throughout the organisation to develop
and fulfil their potential. A womens
professional network is also now well
established in most regions, which has
helped women to feel well-connected
across Atkins.
We continue to work to increase the
proportion of female staff in Atkins
and have developed a range of flexible
working options to help us both recruit
and retain a broader range of staff.
Viewpoint results showed an
improvement in the scores provided
by women in many areas, so a culture
is developing which embraces women
and means they want to stay.
We have maintained the level of senior
females in the Group (12.7%) but
recognise that we have more work to
do to achieve our target of 15% by 2015.
Figure 3: Viewpoint Group

scores by gender as provided
by Ipsos MORI
Engagement score by gender
2013
2013
69
70
Global
norm
57
Strategic Report 53
Figure 4: Gender split1

We remain committed to having a diverse workforce and continue to work towards our goal of increasing female representation
at a senior level to 15% by 2015.
Gender split
Board membership
Senior management2
13
140
966
Employees
4,659
11,575
Governance
Group senior
leadership team
Strategic Report
Our aim is to sustain a highperformance culture across

Atkins and to help our people
make the most of their talent.
As at 31 March 2014 two

senior leadership team
members were female.
There were 1,106 senior

managers (including directors
of subsidiary companies
within the Group) at Atkins
as at 31 March 2014. Of this
number 966 were male and
140 were female.
Excluding our Group senior

leadership team and senior
manager population there
were 16,234 employees at
Atkins of whom 11,575 were
male and 4,659 were female
as at 31 March 2014.
There were nine members

of the Board as at
31 March 2014 of whom
eight were male and one
was female.
1. These figures exclude agency staff.

2. We define senior managers as participants in the EBS and directors of our subsidiary companies.
54 Strategic Report
Corporate Sustainability Review
Atkins is shaping a
sustainable future for all.
>
Strategic Report 55
Corporate Sustainability Review continued

More information is available
in our digital Sustainability
Report at:
Leadership
We are steadfast in our drive towards

becoming a more responsible and
sustainable organisation.
Our Group chief executive officer,
Prof Dr Uwe Krueger, has been unceasing
in his pursuit of safety in the workplace,
spearheading our See it, Stop it, Save
a life campaign which empowers our
people to stop work immediately
whenever anything appears unsafe.
Senior leaders across Atkins demonstrate
their commitment to safety by engaging
our people during safety tours and using
safety moments during meetings to focus
on key safety issues. They also engage
Atkins staff in sustainability, encouraging
its integration into our day to day practices.
Inspiring the next generation

Inspiring the next generation of engineers
to build a sustainable future will be critical
to our success and to that of society.
This year we have used innovative
approaches, such as cycling and model
city building workshops, to engage the
next generation.
Social and community investment

To enable our people to utilise their
skills and expertise to support the social,
environmental and economic health of
our communities, we have formalised
a volunteer programme in the UK.
In America, the Atkins Foundation,
established in 2006, serves the
communities in which our people live
and work, supporting programmes that
improve quality of life and educate
children in the areas of engineering,
mathematics, science and technology.
Governance
A society for our future
Supporting our people on

a development pathway
Our sustainability knowledge and skills
principle commits us to supporting our
people on a development pathway,
equipping them to deliver innovative and
sustainable solutions. We have held an
Atkins Urban Environment Conference,
enabling specialists from our planning
teams around the world to share
knowledge, promote technical excellence
and champion best practice, and have
promoted knowledge-sharing activities
by sponsoring a UK Construction Industry
Council and Royal Institute of British
Architects event, integrating health
and safety learning into undergraduate
architect training. We also hosted a
webinar to showcase a project that
evaluated the energy performance,
water usage and biodiversity of a clients
most sustainable building and made
recommendations to generate a 30%
energy reduction and improved end
user experience.
Our principles have been woven into

our office sustainability programme,
RACE2. Over a three-year period, our
initial programme, RACE, helped to
reduce our electricity usage by 12%.
RACE2 has broader aims, encompassing
environmental and social issues, and
challenging us to live and breathe our
principles in our offices.
Raising safety and welfare standards

The launch of the Atkins minimum
requirements (AMRs) for construction
safety in the Middle East provides a
framework which enables us to influence
clients and contractors to raise health,
safety and welfare standards, and to
demonstrate our strong industry
leadership. Industry experts rewarded
us for our behavioural safety model with
a Health and Safety Initiative of the
Year award at Qatars annual industry
event. The model embeds safety into
organisational culture and empowers
our people to put safety at the heart
of everything they do.
Atkins continues to provide societal

value, helping to shape a sustainable
future for all. This year we have launched
a set of principles, based on societal,
environmental and business-focused
pillars to frame our approach to
sustainability for the future. We have
restructured our Corporate Sustainability
Review around our principles, to articulate
Atkins true value, and have launched an
engagement programme as a means of
forming an inclusive view of sustainability
and how we intend to develop it within
our business.
Strategic Report
www.atkinsglobal.com/en-GB/corporatesustainability/a-society-for-our-future
56 Strategic Report
A healthy, safe and secure workplace

We aim to promote and achieve the
highest degree of physical, mental and
social wellbeing in our workplace.
Journey to natural safety
Three years ago, we introduced a safety
maturity model, plotting a journey from
unaware through compliance to
proactive, and ultimately to the
integration of safety as a natural aspect
of our culture. This year, all our regions
and businesses reached the compliance
level, with a significant number moving
towards proactive.
Safety performance
The accident incident rate (AIR) measures
accident performance. Our overall AIR
figure for staff summarises AIRs for our
people and contractors working in offices,
engineering and construction. We set
a more stretching AIR benchmark than
suggested by the UKs Health and Safety
Executive (HSE) Labour Force Survey data.
The figures for our people in office and
engineering roles have outperformed
the benchmark, with the figures for
construction roles being slightly over
our benchmark but still below the
HSE Labour Force Survey indicator.
Contractor performance for engineering
and construction has not met our internal
benchmark due to its over-sensitivity
to low contractor numbers.
Viewpoint survey
In 2013 we incorporated safety questions
into our employee satisfaction survey,
Viewpoint. 84% of respondents believe
that Atkins is committed to the health and
safety of its staff and 96% understand
how to work safely. We have developed
a manager safety leadership programme
to ensure the continued improvement
of communication, feedback and safety
practices, which will be embedded
during 2014.
Accident incident rate (AIR) Staff

2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
09-10
10-11
11-12
12-13
Office actual
Engineering actual
Construction actual
Office benchmark
Engineering benchmark
Construction benchmark
13-14
Accident incident rate (AIR) Contractors

1,600
1,400
1,200
1,000
800
600
400
200
0
09-10
10-11
11-12
12-13
Office actual
Engineering actual
Construction actual
Office benchmark
Engineering benchmark
Construction benchmark
Safe and Secure by Choice

We have heightened our focus on
security, developing a service that provides
tailored medical, security and travel
assistance to address risks associated with
international travel. We have expanded
our behavioural safety programme to
include security. This Safe and Secure
by Choice programme will soon include
a set of security principles relating to
people, property and information.
13-14
Industry leadership
As part of our Group wide approach to
industry safety leadership, we have been
involved in restructuring the Consultants
Health and Safety Forum, ensuring that
it remains fit for the future. A strategic
leadership team will oversee United
Kingdom and Europe and Asia Pacific
safety forums, with new teams focused on
environment and quality. We will continue
to support the Middle East and North
Africa safety executive and strive towards
the establishment of a consultants forum
in North America.
Strategic Report 57

Report at:
Atkins has disclosed carbon data to the

Carbon Disclosure Project (CDP), the
global platform for organisational
disclosure of investor-relevant climate
change data, for the last five years. Our
highest CDP score to date, 84 out of 100,
was achieved this year.
For the fourth consecutive year, the Group
achieved certification to the ISO 14064
international standard for quantification
and reporting of greenhouse gas
emissions. This year, we have expanded
the scope of the verification programme
to include North America. We report on
gas, electricity, liquid fuel consumption
and travel emissions. Table 1 shows total
emissions by region split between scopes
one, two and three, as defined by the
Greenhouse Gas Protocol.
Region
Scope 1
Scope 2
Scope 3
Regional
Total
Liquid
Source
Gas Fuels Refrigerants1 Road2 Electricity Heat
Rail
Air
UK
2,465
51 10,032
7,951
1,177 6,313 27,989
Europe
22
340
804
97
70
267 1,600
Asia Pacific
16
97
2,072
2,168 4,353
Middle
623
1,931
2,136 4,690
East
North
2
8,471
11,293
1,642 21,408
America
Source
2,487
18
51 19,563
24,051
97 1,247 12,526 60,040
Totals
Total 22,119
Total 24,148 Total 13,773
Expressing the emissions using employees as a ratio gives us a figure of 3.4 tonnes
CO2e per employee. This is a reduction on the ratio for the year ended 31 March 2013
of 3.5 tonnes CO2e per employee.
Reducing our emissions
Our first office sustainability programme,
RACE, helped reduce our worldwide
energy consumption. Its successor,
RACE2, retains this focus on energy
efficiency, aiming to facilitate cost and
carbon pollution reductions.
Transition to a low carbon economy

Atkins has joined an industry and UK
Government initiative, The Infrastructure
Carbon Review, which aims to utilise new
technologies, construction techniques and
low-carbon materials to reduce carbon
emissions from infrastructure projects by
24m tonnes by 2050.
Progressing Completed
Society: Progress against our priorities

2012/13 priorities
Status
Overview of our performance
evelop a more strategic approach to promoting science,

D
technology, engineering and mathematics (STEM) to
young people to increase the impact of our activities
STEM hubs established around the UK as part of

a broader programme of improved coordination
Agree a volunteering framework in the UK
Volunteer programme commitment in the UK to

further encourage our peoples support for charities
Evaluate progress towards natural safety
Assessment indicates progress, with all regions

reaching compliance and some approaching proactive
Promote vibrant behavioural safety culture
Improvement in safety accident statistics and positive

feedback from Viewpoint survey suggest progress
2014/15 priorities
Commence Safe and Secure by Choice programme
Introduce online Atkins Operating Safely (AOS) system to improve safety risk identification and control
Help establish executive consultants safety forum in North America
Carry out programme of behavioural safety and security training for line managers
Governance
Measuring and reporting emissions

to stakeholders and investors
We continue to report and verify our
emissions data.
Table 1: Total emissions by source, region and scope in tonnes of CO2 for the
year ended 31 March 2014
A low carbon economy

We have continued our efforts to become
a low carbon organisation.
An environment with a future
Strategic Report
www.atkinsglobal.com/en-GB/corporatesustainability/an-environment-with-a-future
58 Strategic Report

Report at:

The UK Foreign and Commonwealth

Office commissioned us to work with
national government agencies and city
governments to develop guidance for
eco-low carbon urban planning in China.
Affordable, reliable and clean energy
Our efforts to help societys transition
to a low carbon economy have taken
a number of forms. These include
supporting projects for our clients which
aim to harness low carbon energy sources,
some examples of which are given below.
We are helping to design, build and
deliver the worlds first tidal lagoon in
Swansea Bay, generating electricity
equivalent to Swanseas entire domestic
consumption and saving over 200,000
tonnes of CO2 annually for its design life
of over 100 years.
We have won a contract to lead a
pan-European consortium bringing
sustainable energy to 23 countries in
eastern and southern Africa, and another,
with a consortium partner, covering
a further 26 countries in western and
central Africa.
ITER is a first-of-a-kind nuclear reactor,

capable of producing unlimited supplies
of cheap, clean, safe and sustainable
electricity from atomic fusion. Atkins is
the architect-engineer responsible for the
design, procurement management and
construction management of buildings,
site infrastructure and services.
Respect for the environment
Managing resources
Our office sustainability programme,
RACE2, encompasses such environmental
issues as efficient use of materials, control
of water, waste and recycling. Our
operations in Hong Kong received the
Class of Excellence from the Hong Kong
Awards for Environmental Excellence, its
highest recognition for waste reduction.
Building the resource resilience of our
clients
Our thought leadership report, Future
Proofing the UK Water Sector, focuses
on the asset-heavy water and wastewater
sectors in which todays decisions have
far reaching consequences. Working with
Decision Strategies International, we
explored a number of scenarios for the
development of the UKs water industry
up until 2050.
ww.atkinsglobal.com/en-GB/corporatew
sustainability
Protecting and improving ecosystems

Construction projects provide
opportunities for sustainable delivery,
enhancing societal value and impact.
We have advised clients on biodiversity
on a number of key projects.
In designing Dubai Creek Harbour,
we persuaded the client of the benefits
of incorporating a bird sanctuary adjacent
to the development, influencing the
building of an education centre and
interconnecting walkways.
In Irelands Tolka Valley Greenway project
we restored nearly 20 hectares of
parklands, preserving a variety of native
habitats, and provided advice on
sustainable river management, allowing
flooding whilst controlling water quality.
Progressing Completed
Environment: Progress against our priorities

2012/13 priorities
Status
Overview of our performance
ommunicate guiding sustainability principles

C
to our people
Sustainability principles finalised and in use within

global engagement programme
Launch office sustainability programme
RACE2 developed and launched in the UK and Europe,

with remaining regions to follow in 2014
Improve monitoring of carbon emissions in

North America
North America carbon emission data included in

ISO 14064 verification
Evaluate carbon in supply chain
Partnering with our supply chain policy, incorporating

sustainability, published. Further work to understand
supply chain carbon footprint planned
2014/15 priorities
Undertake global environmental assessment to prioritise risks and opportunities
Develop environmental training and competency package in the UK and global training course
Group wide deployment of RACE2
Strategic Report 59

Report at:
Economic and environmental

resilience
We support governments, investors and
other authorities in achieving economic
and environmental resilience through
infrastructure and technological
investment. Atkins is participating in
the Qatar Governments transport
infrastructure programme, part of Qatars
National Vision 2030, which aims to
transform Qatars society by 2030, so
that it is capable of sustaining its own
development and providing a high
standard of living for its people.
Our Group policies, along with our

sustainability principles, determine our
approach to demonstrating responsibility,
transparency and fairness and outline
our commitment to the provision of
equal opportunities and a safe and
secure workplace.
We communicate our support for human
rights to stakeholders, including
employees, clients and shareholders,
through a variety of channels, including
this report and the living embodiment
of our values in our culture.
Strategic engagement for innovation

One of our sustainability principles
advocates collaboration with key
organisations to develop innovative
solutions that meet the complex
sustainability challenges faced by society.
In China we put this into practice at the
Beijing UK-China business summit
attended by UK Prime Minister David
Cameron and Minister for UK Trade
and Investment Lord Livingston. Another
example of this principle in action is where
our UK water and environment business
has introduced innovation hubs, to find
new ways of solving complex challenges
and showcasing new approaches.
Strategic Report
In addition, our Energy business in

Australia has employed local people to
deliver a project in China, sharing good
practice and equipping workers with skills
to help them earn their living long after
the projects completion.
Technical excellence
We continue to plan, design and enable
sustainable value and technical excellence
for our clients, utilising management
standards to develop more collaborative
client relationships. By way of example,
our UK rail business obtained formal
BS1100 business standard accreditation.
To underpin our delivery of high-quality
projects, we are improving management
and coordination of Building Information
Modelling (BIM) activities and
accompanying computer-aided design
standards. New Civil Engineer magazines
prestigious Consultant of the Year Award
confirmed our outstanding performance.
Strong governance and accountability

Respect for human rights is critical to us
and we seek to have a positive influence
wherever we operate. In the Middle East
the AMRs enable us to influence clients
and contractors to raise standards of
health, safety and welfare during
construction projects. Clients also request
our support in this area. For instance,
Qatars Public Works Authority requested
our review of labour camp welfare
conditions, which resulted in operational
improvements and a standard design for
labour camps.
International business, local service

We recognise the importance of
sustaining local economies by employing
local expertise and selecting and
developing local suppliers.
By way of example, multidisciplinary
design work for the Doha Metro system
included the use of local building
materials. This supported the regional
economy and reduced the environmental
impact of the project in compliance with
the Global Sustainability Assessment
System adapted for Qatar.
A responsible business
of the future
ww.atkinsglobal.com/en-GB/corporatew
sustainability/a-responsible-business-ofthe-future
Governance
The Strategic Report was approved by

the Board and signed on its behalf by
Uwe Krueger
Chief Executive Officer
11 June 2014
60 Governance
Board of Directors
Allan Cook CBE

Chairman
Prof Dr Uwe Krueger

Chief executive officer
Heath Drewett
Alun Griffiths
James Cullens
Heath Drewett is a
graduate in mathematics
from Peterhouse,
Cambridge. He started
his career at Price
Waterhouse (now
PricewaterhouseCoopers
LLP) where he qualified
as a chartered accountant.
Alun Griffiths joined

Atkins in 1986 and was
appointed Group HR
director in 2003. He has
a background in human
resources management and
management consultancy.
He has worked in a number
of business management
and corporate roles,
including HR strategy
and marketing.
A graduate of Cambridge
University, James Cullens
brings significant senior
leadership experience
gained both in the UK
and internationally.
Group finance director
Group HR director
Group HR director
designate
Background and experience

Allan Cook is a chartered
engineer with more than
30 years international
experience in the
automotive, aerospace
and defence industries.
He was chief executive
of Cobham plc until
December 2009. Prior to
this he held senior roles at
GEC-Marconi, BAE Systems
and Hughes Aircraft.
He was awarded a CBE for
services to the defence
and aerospace industries
and is a fellow of the Royal
Academy of Engineering.
In 2014 he became lead
non-executive director
of the UK Department
for Business, Innovation
& Skills (BIS).
Prof Dr Uwe Krueger is

a physicist who studied at
the University of Frankfurt,
graduating with a PhD in
complex system theory.
He has spent the majority
of his career leading
engineering and consulting
organisations in North
America, Europe, the
Middle East and Asia Pacific.
He began his career at
international strategy
consulting firm A. T. Kearney,
followed by leadership
positions at Hochtief AG,
an international provider
of construction services.
More recently he was
chief executive officer
of Swiss company Oerlikon.
He joined Atkins from
Texas Pacific Group and
Cleantech Switzerland.
He held a variety of senior

finance and corporate
development roles at
British Airways Plc (BA)
and The Morgan Crucible
Company plc. He spent
seven years in BAs finance
team, latterly holding the
position of head of business
performance.
In his management
consultancy career, he
has led a wide range of
projects in the areas of
restructuring, organisational
development and
privatisation in the
UK and worldwide. He is an
economics graduate and a
fellow of the Chartered
Institute of Personnel and
Development.
James was previously

Group HR director for
Hays plc, having held
similar positions previously
with Linde AG,
The BOC Group plc and
PA Consulting Group. He is
a fellow of the Chartered
Institute of Personnel
and Development.
Date of appointment(s)
Non-executive director,
September 2009
Chairman, February 2010
Executive director,
June 2011
Chief executive officer,
August 2011
Executive director,
June 2009
E xecutive director,
March 20071
Executive director,
July 2014
Board member, ONTEX

S.A. (Zele, Belgium)
Board member, SUSI
Partners AG (Zurich,
Switzerland)
None
N
on-executive director,
UKRC Community Interest
Company, trading as
WISE (Women in Science
and Engineering)
N
The McLean Partnership
Limited
N
Severfield plc
Chartered Institute
of Personnel and
Development
Member of the
International Advisory
Board, Open University
Business School
None
None
None
None
External appointments
Chairman, Selex ES Ltd
Chairman, Finmeccanica
UK Limited
Deputy chairman,
Marshall of Cambridge
(Holdings) Limited
Member of the operating
executive board,
J.F. Lehman & Company
(New York, USA)
Chairman, the Sector
Skills Council for Science,
Engineering and
Manufacturing
Technologies Alliance
(SEMTA)
Chairman, the UK
Governments Skills &
Jobs Retention Group
Director, Baker Dearing
Educational Trust
Lead non-executive
director, BIS
Committee membership
Chairman, Nomination
Committee
1. Alun Griffiths, Group HR director, will retire at the conclusion of the annual general meeting on 30 July 2014.
Admiral the Lord Boyce and Joanne Curin stepped down as non-executive directors on 31 July 2013 and 31 January 2014 respectively.
Governance 61
Board of Directors continued
Fiona Clutterbuck
Non-executive director
Allister Langlands
Thomas Leppert
Dr Raj Rajagopal
Rodney Slater
Thomas Leppert is the chief

executive officer at Kaplan,
Inc. His professional work
has spanned leadership
positions in both the public
and private sectors including
construction, financial
services and real estate.
Dr Raj Rajagopal held

several positions at BOC
Edwards before being
appointed chief executive,
a position he held until
November 2006. He was
an executive director of
The BOC Group plc until
November 2006.
A lawyer by profession,
Rodney Slater is currently
a partner at law firm
Patton Boggs LLP, where
he is a leader of its
transportation practice,
working on projects
related to transportation
infrastructure.
He was awarded an
honorary doctor of science
degree by Cranfield
University in 2004 and the
Institution of Engineering
and Technologys (IET) IEE
Eric Mensforth International
Gold Medal for outstanding
contribution to
manufacturing technology
and management in 2003.
He was the secretary of

transportation under
President Bill Clinton
between 1997 and 2001.
He served as administrator
of the United States
Federal Highway
Administration from 1993
to 1996 and was assistant
attorney general for the
State of Arkansas earlier in
his career. In his tenure as
secretary of transportation,
one of his notable
achievements was the
successful passing of the
Transportation Equity Act
for the 21st Century.
Allister Langlands recently

retired from international
energy services company
John Wood Group PLC
(Wood Group) after
23 years, serving as
chairman, chief executive,
deputy chief executive and
group finance director.
Prior to joining Wood
Group, he was a partner
with international
accounting firm Coopers
& Lybrand Deloitte (now
PricewaterhouseCoopers
LLP).
Allister is a member of
the Institute of Chartered
Accountants of Scotland.
He holds a MA (Hons)
in Economics from the
University of Edinburgh and
has completed the Harvard
Advanced Management
Program.
He was the elected Mayor

of Dallas, Texas from 2007
to 2011. Prior to this he
was the chairman and
chief executive officer of
the Turner Corporation, vice
chairman of Pacific Century
Financial Corporation and
its major subsidiary the
Bank of Hawaii, president
and chief executive officer
of Castle & Cooke
Properties, Inc., and national
partner of Trammell Crow
Company, Inc.
He began his career at
McKinsey & Co. where
he was elected a principal.
He holds a MBA with
distinction from Harvard
Business School.
He is a fellow of the Royal

Academy of Engineering,
the IET, the Institution
of Mechanical Engineers,
the Chartered Institute of
Management and the
Institute of Directors.
Governance
Fiona Clutterbuck has

substantial experience
in all areas of corporate
finance, including a
particular focus on the
financial institutions sector,
gained during 15 years at
Hill Samuel and HSBC and
seven years at ABN AMRO.
She has a LLB (Hons) from
the University of London
and qualified as a barrister
in 1980.
Strategic Report
Background and experience
September 2013
N
October 2013
N
June 2008
N
September 2011
Non-executive chairman,
Maven Income and
Growth VCT 5 PLC
Standard Life UK Smaller
Companies Trust plc
Senior independent
director, Exova Group plc
C
hief executive officer,
Kaplan, Inc.
N
Bodycote plc
N
e2v Technologies plc
N
Spirax-Sarco Engineering plc
N
Porvair plc
C
hairman, HHV Pumps
Private Ltd (India)
C
hairman, The University
of Manchester I3 Limited
M
ember of the Advisory
Board, Centre for Business
Research of Cambridge
University
P artner, Patton Boggs LLP

(Washington DC, USA)
N
Verizon Communications,
Inc. (USA)
N
Kansas City Southern
(USA)
N
Transurban Group
(Australia)
A
dvisor, The Northeast
Maglev (TNEM)
Advisor, Brambles USA
Chairman, Audit
Committee
Nomination Committee
C
hairman, Remuneration
Committee
Audit Committee
Remuneration Committee
External appointments
Head of strategy,
corporate development
and communications,
Phoenix Group
The Paragon Group of
Companies PLC
Audit Committee
March 2007
Senior independent
director, July 2013
Date of appointment(s)
62 Governance
Directors Report
The directors of a company are required

to prepare a strategic report about that
company for each financial year, designed
to inform shareholders and help them
assess how the directors have performed
their duty to promote the success of the
company. Additionally the directors are
required to prepare a directors report
containing certain disclosures, some of
which may be included in the strategic
report if they are considered to be of
strategic importance. The directors of
WS Atkins plc are pleased to present their
Directors Report for the financial year
ended 31 March 2014. The following
information has been included in the
Strategic Report and is incorporated into
this report by reference:
greenhouse gas emissions (Corporate
Responsibility Review, page 57)
review of the performance and future
development of the Group (Strategic
Report, pages 2 to 59)
Principal Risks and Uncertainties
(pages 44 to 47)
employment matters, including inclusion
and diversity and provision of
information to, and consultation with,
employees (Human Resources Review,
pages 48 to 53).
The following pages of the Annual Report
and Accounts contain all other statutorily
required information and information
required to be disclosed under the UK
Listing Authoritys Listing Rules and
Disclosure and Transparency Rules
(the LRs and DTRs respectively). To the
extent necessary, certain information is
incorporated into this report by reference,
as follows:
Chairmans Statement (pages 6 to 7)
Corporate Governance Report
(pages 66 to 73)
Nomination Committee Report
(pages 74 to 75)
Audit Committee Report
(pages 76 to 80)
Remuneration Report (pages 81 to 105)
financial instruments and financial risk
management (note 21 to the Financial
Statements, pages 129 to 134)
The Annual Report will be laid before

shareholders at the annual general
meeting (AGM) to be held at The Royal
College of Physicians, 11 St Andrews
Place, Regents Park, London NW1 4LE
at 1100 on Wednesday 30 July 2014.
Details of the business to be considered
at the AGM, together with an explanation
of each of the resolutions, are set out
in the separate notice of meeting.
Directors
The names and biographies of those

persons serving as directors of the
Company as at the date of this report are
incorporated into this report by reference
and can be found in the Board of
Directors section (pages 60 to 61).
Under the Companys articles of
association all directors must retire at the
first AGM following their appointment
by the Board and may offer themselves
for election by shareholders. In line with
the requirements of the UK Corporate
Governance Code all directors will retire
at each AGM and, if eligible, may offer
themselves for re-election. This year
all the directors except Alun Griffiths and
Rodney Slater, being eligible, will offer
themselves for re-election. The Board
considers that the performance of each
of the directors standing for re-election
continues to be effective and that each of
them demonstrates a strong commitment
to their role.
Indemnification of and insurance
cover for directors and officers
Directors and officers of the Company and
its subsidiaries benefit from directors and
officers liability insurance cover in respect
of legal actions brought against them.
In addition, directors of the Company are
indemnified in accordance with article 138
of the Companys articles of association
to the maximum extent permitted by law,
such indemnities being qualifying third
party indemnities. Prior to the adoption of
new articles of association by shareholders
on 3 September 2008, all directors in
appointment on that date had separate
deeds of indemnity. These indemnities,
which still remain in force, are available
for inspection by shareholders at the
Companys registered office during
normal business hours and will be
available for inspection at the AGM.
Neither the insurance nor the indemnities

provide cover where the relevant
director or officer has acted fraudulently
or dishonestly.
Articles of association
The Companys articles of association

set out the Companys internal regulation
and cover such matters as the rights of
shareholders, the appointment and
removal of directors, the power to issue
and buy back shares and the conduct of
Board and general meetings. A copy of
the Companys articles of association is
available on the Groups website or on
request from the company secretary.
Amendments to the articles of association
must be approved by at least 75% of
those voting in person or by proxy at
a general meeting of the Company.
In accordance with the Companys
articles of association, directors can be
appointed or removed by the Board or by
shareholders in general meeting. Subject
to the provisions of relevant legislation,
the Companys articles of association and
any directions given by a special resolution
of shareholders, the Board of directors
may exercise all the powers of the
Company and may delegate authorities
to committees and management as it sees
fit. Details of the main committees of
the Board are contained in the Corporate
Governance Report (pages 66 to 73),
the Nomination Committee Report
(pages 74 to 75), the Audit Committee
Report (pages 76 to 80), the Remuneration
Report (pages 81 to 105) and on the
Groups website.
Research and development
The Group develops and delivers

innovative technical solutions to its clients,
the costs of which are expensed to the
income statement. The Group obtains
enhanced tax relief for these costs in
certain territories.
Governance 63
From 1 April 2011 until 25 June 2011,

the PACs were funded partly by
contributions from the acquired
companies and partly by employee
contributions. Since 25 June 2011,
the PACs have been funded solely
by employee contributions.
Since 1 April 2012, our policy has been
to make corporate political donations
in the US only on the following basis:
directly to non-partisan ballot initiatives
supporting infrastructure development
and maintenance; or
to individual candidates and political
parties only via the PACs, funded
entirely by employee contributions.
Pursuant to a change in Florida law, the
Groups Florida PAC was wound up in
October 2013. Only one PAC remains,
operating in all 50 states.
Under this policy there were no corporate
political donations during the year
ended 31 March 2014 (2013: $18,800
(11,894)). In addition, the sole remaining
PAC continues to make donations funded
entirely by employee contributions.
The rights and obligations attaching to the

Companys ordinary shares are contained
in the Companys articles of association
and the Companies Act 2006 (the Act).
In summary, the ordinary shares allow
holders to receive dividends and to
exercise one vote on a poll per ordinary
share for every holder present in person
or by proxy at general meetings of the
Company. Shares held in treasury are not
entitled to vote or receive dividends. There
are no restrictions on the transfer or sale
of ordinary shares and no requirements
for prior approval of any transfers, except
as described below. Under the Companys
articles of association, the directors have
the power to suspend voting rights and
the right to receive dividends in respect
of ordinary shares and to refuse to
register a transfer of ordinary shares in
circumstances where the holder of those
shares fails to comply with a notice issued
under section 793 of the Act. The
directors also have the power to refuse
to register any transfer of certificated
shares that does not satisfy the conditions
set out in the articles of association.
Shares acquired through Atkins employee

share schemes rank equally with all
other ordinary shares in issue and have
no special rights. The trustees of the
Companys employee benefit trusts
(EBTs) have waived the rights of the EBTs
to receive dividends on shares they hold,
with one EBT fully waiving this right and
another waiving the right to dividends
in excess of 0.01p per share. In addition
neither of the trustees of the EBTs
exercises its right to vote in respect of
such shares. Shares held in trust on
behalf of participants in the Atkins Share
Incentive Plan are voted by the trustee,
Capita IRG Trustees Limited, as directed by
plan participants. Details of share-based
payments, including information regarding
the shares held by the EBTs, can be found
(page 173).
At the AGM held in 2013 shareholders
granted authority for the directors to allot
relevant securities up to approximately
one third of the issued share capital
and a further one third in connection
with an offer by way of a rights issue.
The directors intend to seek shareholder
approval for an equivalent authority at
this years AGM, details of which are
contained in the notice of meeting.
The Company is not aware of any
agreements between shareholders that
might result in the restriction of transfer
or voting rights in relation to the shares
held by such shareholders.
The Company has a Level 1 American

Depositary Receipt (ADR) programme,
which enables US investors to purchase
the Companys American Depositary
Shares (ADSs). Each ADS represents one
ordinary share and allows each holder,
subject to the terms and conditions of
the ADR, to receive dividend payments
and vote by proxy on resolutions at
a general meeting.
Governance
On 1 October 2010 the Group completed

the acquisition of The PBSJ Corporation
and its subsidiaries (the acquired
companies). On acquisition, the acquired
companies had, in accordance with
relevant US federal and state election
laws, historically made political donations
in the US both directly and to affiliated
US state and federal political action
committees (PACs).
Share capital
As at the date of this report, the
Companys share capital consists of
104,451,799 issued and fully paid ordinary
shares each with a nominal value of 0.5p,
listed on the London Stock Exchange.
Shares may be held in certificated or
uncertificated form. Further details of the
Companys issued share capital, including
changes during the year, can be found
(page 171).
The Group made no political donations

and incurred no political expenditure
in the UK or European Union during
the year ended 31 March 2014
(31 March 2013: nil).
Shares
Political donations and

expenditure
Strategic Report
Directors Report continued
64 Governance
Share purchases
At the AGM held in 2013, the Company
was granted authority by shareholders
to purchase up to 10,011,000 ordinary
shares, representing approximately 10%
of the Companys ordinary share capital
as at 12 June 2013. No ordinary shares
were purchased pursuant to this authority
during the year ended 31 March 2014
or to the date of this Annual Report and
Accounts. This authority will expire at
the forthcoming AGM and the Company
will seek shareholder approval for an
equivalent authority (such authority being
in accordance with current best practice)
at this years AGM.
4,341,000 ordinary shares of 0.5p each,
representing approximately 4.2% of
the Companys issued share capital,
were held in treasury (the treasury
shares) throughout the year and to
the date of this Annual Report and
Accounts following a historic share
buyback programme.
Significant shareholders
As at the year end and the date of this
Annual Report and Accounts, the
Company had been notified of holdings
of 3% or more of the total voting rights
attaching to its issued share capital as
detailed in table 1.
Change of control
Directors statement of
responsibility
No agreement with a director or

employee of the Company provides
for compensation for loss of office
or employment (whether through
resignation, purported redundancy
or otherwise) that occurs as a result
of a change of control.
The directors are responsible for preparing

the Annual Report and Accounts, the
Remuneration Report and the Financial
Statements in accordance with applicable
law and regulations.
All of the Companys employee share

schemes contain provisions relating to
a change of control of the Company.
Under these provisions, a change of
control would normally be a vesting
event, facilitating the exercise of options
or transfer of allocations subject to
any relevant performance conditions
being satisfied.
The Company is not a party to any other
significant agreements that take effect,
alter or terminate upon a change of
control other than its funding facilities,
which provide that in such a situation the
Company may be unable to draw down
any further amounts under the facilities
and/or that they may be cancelled.
In preparing the Financial Statements,

the directors are required to:
select suitable accounting policies
and then apply them consistently
Table 1: Holdings of 3% or more of the total voting rights attached to the

Companys issued share capital
Name of holder
Schroders plc
Ameriprise Financial, Inc.
Standard Life
Investments Limited
Newton Investment
Management Limited
BlackRock Inc.
Norges Bank
Royal London Asset
Management Limited
At 11 June 2014
Percentage
Number
of total
of voting
voting
rights1
rights1
10,143,360
10.13%
10,007,713
10.00%
At 31 March 2014
Percentage
Number
of total
of voting
voting
rights1
rights1
10,143,360
10.13%
10,007,713
10.00%
9,118,952
9.11%
9,118,952
9.11%
4,994,396
4,971,580
3,985,209
4.99%
4.97%
3.98%
4,994,396
4,971,580
4,054,698
4.99%
4.97%
4.05%
3,017,193
3.01%
3,017,193
3.01%
1. Number and percentage of voting rights per last notification received by the Company.
Company law requires the directors to

prepare financial statements for each
financial year. The directors have prepared
the Group and Company Financial
Statements in accordance with applicable
law and International Financial Reporting
Standards (IFRSs) as adopted by the
European Union. In preparing these
Financial Statements, the directors have
also elected to comply with IFRSs, issued
by the International Accounting Standards
Board (IASB). Under company law the
directors must not approve the Financial
Statements unless they are satisfied that
they give a true and fair view of the state
of affairs of the Company and the Group
and of the profit or loss of the Company
and the Group for that period.
make judgements and accounting

estimates that are reasonable and
prudent
state whether applicable IFRSs as
adopted by the European Union have
been followed, subject to any material
departures disclosed and explained in
the Financial Statements
prepare the Financial Statements on
the going concern basis, unless it is
inappropriate to presume that the
Group and the Company will continue
in business.
Governance 65
Each of the directors, whose names and

functions are listed in this Annual Report
and Accounts (pages 60 and 61), confirms
that, to the best of his/her knowledge:
the Directors Report contained in the
Annual Report and Accounts includes
a fair review of the development and
performance of the business and the
position of the Group, together with
a description of the principal risks and
uncertainties that it faces
the Group Financial Statements, which
have been prepared in accordance with
IFRSs as adopted by the European
Union, give a true and fair view of the
assets, liabilities, financial position and
profit or loss of the Group.
The Board considers that the Annual
Report and Accounts, taken as a whole,
is fair, balanced and understandable,
and that it provides the information
necessary for shareholders to assess the
Groups performance, business model
and strategy.
Strategic Report
The directors have a reasonable

expectation that the Company and
the Group have adequate resources to
continue in operational existence for
the foreseeable future and therefore
continue to adopt the going concern basis
in preparing the Financial Statements.
Disclosure of audit information
Governance
The directors confirm that, as at the date

this Annual Report and Accounts was
approved, so far as each director is aware
there is no relevant audit information
of which the Companys auditor is
unaware and that he or she has taken
all the steps that he or she ought to
have taken as a director in order to make
himself or herself aware of any relevant
audit information and to establish that
the Companys auditor is aware of that
information.
Independent auditor
The Companys independent auditor,

PricewaterhouseCoopers LLP, has
expressed its willingness to continue
in office and resolutions for its
reappointment and to authorise
the directors to determine its
remuneration will be proposed
at the forthcoming AGM.
The directors are responsible for the

maintenance and integrity of the
corporate and financial information
included on the Companys website.
Legislation in the UK governing the
preparation and dissemination of financial
statements may differ from legislation
in other jurisdictions.
Going concern
Approved by the Board and signed

on its behalf by
Richard Webster
Company Secretary
11 June 2014
WS Atkins plc, Woodcote Grove,
Ashley Road, Epsom, Surrey KT18 5BW,
England
Registered in England and Wales
No. 1885586
The directors are responsible for keeping

adequate accounting records that are
sufficient to show and explain the
Companys transactions and disclose
with reasonable accuracy at any time the
financial position of the Company and
the Group and that enable them to ensure
that the Financial Statements and the
Remuneration Report comply with the
Act and, as regards the Group Financial
Statements, Article 4 of the International
Accounting Standard Regulation. They
are also responsible for safeguarding the
assets of the Company and the Group
and hence for taking reasonable steps
for the prevention and detection of fraud
and other irregularities.
As required by the LRs, the auditors have

considered the directors statement of
compliance in relation to those points
of the UK Corporate Governance Code
which are specified for their review.
66 Governance
Corporate Governance Report

Letter from the chairman
Dear Shareholder
I am pleased to present the Boards annual report on corporate

governance. This review, and the reports of the Nomination,
Audit and Remuneration Committees which follow, summarise
our activities in this area during the year.
Shareholders look to the Board to promote the long-term
success of the Company. We remain committed to excellent
standards of corporate governance, based on our conviction
that a strong governance framework is an essential foundation
for this success.
Strong governance starts with the Board. At Atkins we place
great importance on having an effective team of directors
comprising high-calibre individuals who bring diverse
perspectives from careers spent in a wide range of industries
around the world.
Succession planning/Board membership
There have been a number of changes to the Board during
the year. Admiral the Lord Boyce retired in July 2013. He was
replaced as senior independent director by Fiona Clutterbuck.
Joanne Curin, non-executive director and chairman of
the Audit Committee, stepped down from the Board on
31 January 2014 following her appointment as chief financial
officer of Lamprell plc. Rodney Slater will be retiring from the
Board after our annual general meeting (AGM) on 30 July 2014.
On behalf of the Board I would once again like to thank
Lord Boyce for his commitment to the Company during his
time as a director, extend our thanks to Joanne for her
valued contribution to the Board and leadership of the Audit
Committee over the last five years and also thank Rodney
for his input during his three-year tenure.
I am pleased to take this opportunity to welcome both
Allister Langlands and Thomas Leppert, who joined the Board
as independent non-executive directors on 4 September 2013
and 1 October 2013 respectively. These appointments
complement and further enhance the wide-ranging skills
we are privileged to have on our Board. Allister brings a
wealth of knowledge of the energy industry, while Thomas
has extensive experience in both the public and private sectors
including construction and consultancy in the North American
market. Allister has succeeded Joanne as chairman of the
Audit Committee.
Alun Griffiths, our Group HR director, will retire from the

Board at the conclusion of our AGM on 30 July 2014. Alun
has been with the Group for 28 years and has served on the
Board as an executive director for the past seven years. Alun
has made an outstanding contribution to the Group, and
the Board and I would like to thank him for his long-standing
counsel and commitment during this period. Alun will be
succeeded as Group HR director by James Cullens, who joins
us from Hays plc. It is my pleasure to welcome James, who
joins the Board on 1 July 2014.
Diversity
The Board recognises that gender imbalance among the
Groups employees is an issue, as it is for many other
organisations in the science, engineering, maths and
technology sectors.
Atkins continues to drive initiatives both within the Company
and the wider industry to promote diversity, more details
of which can be found in the Human Resources Review
(page 52).
The Board believes in the benefits of greater gender diversity
at Board level and is actively supportive of measures to achieve
this without putting quotas in place. Our focus remains on
attracting the right talent and skills irrespective of gender or
ethnicity, resulting in the appointment of two male directors
during the year.
The Board has previously set out its aspiration to have one
third of its Board members as women by 2015. The retirement
of Joanne Curin has reduced the number of women on our
Board to one. Today, the Boards make-up reflects the
increasing internationalisation of the Group with directors
demonstrating diversity of perspective, experience, thought,
gender, ethnicity and nationality. Nevertheless, we remain
committed to achieving a membership of at least one third
women on the Board by 2015.
Yours faithfully
Allan Cook
Chairman
11 June 2014
Governance 67
Corporate Governance Report continued
Statement of compliance with the Code
Full details of the Groups governance framework are available on the Groups website: www.atkinsglobal.com/investors_governance.
Leadership
The Board is responsible for ensuring the long-term success of the Company. It does so by determining the Companys long-term
direction and strategic aims within a framework of appropriate and robust controls. A key principle of the framework is the
delegation of operational management to the chief executive officer, with a matrix of authorities setting out how this is further
delegated through the organisation. This enables the efficient and effective day to day operation of the Groups different businesses.
Further details on the roles of the chairman, chief executive officer and senior independent director can be found on the Groups
website: www.atkinsglobal.com/investors_leadership. The chief executive officer has established two teams to enable him to
discharge his responsibilities effectively: the senior leadership team (SLT) and the recently established operational leadership team
(OLT). The SLT has a strategic focus while the OLT concentrates on operational matters by providing a forum for the regional chief
executive officers to focus on performance, sharing best practice and knowledge.
The Board has reserved a number of matters for its sole consideration. These include:
consideration and approval of strategy
Governance
The disclosures that follow mirror the five sections of the Code: Leadership, Effectiveness, Accountability, Remuneration and Relations
with Shareholders.
Strategic Report
Throughout the year ended 31 March 2014 the Company complied with the provisions of the UK Corporate Governance Code (the
Code), published by the Financial Reporting Council (the FRC) in 2012, a copy of which is available on the FRCs website: www.frc.org.uk.
Compliance with the Code was required commencing 1 April 2013.
general oversight of the Groups operations

approval of significant bids and contracts
the Groups capital, corporate, management and control structures
approval of financial statements and shareholder communications
implementation and monitoring of internal control and risk management systems

approval of significant acquisitions and disposals
material changes to the Groups pension schemes.
While the Board has specific responsibility for the matters reserved for its consideration, in certain areas specific responsibility is
delegated to committees of the Board within defined terms of reference. The activities of these committees are discussed in more
detail in the Nomination Committee Report (pages 74 to 75), the Audit Committee Report (pages 76 to 80) and the Remuneration
Report (pages 81 to 105). The committee terms of reference are available on the Groups website or on request from the
company secretary.
In addition the Board may delegate authority to a standing committee, consisting of any two directors, to provide final sign-off
for an agreed course of action within predefined parameters.
approval of Group policies
approval of dividend policy and interim dividends
68 Governance
The key agenda items discussed by the Board during the year included:
Theme
Agenda items
Financial reporting
Approval of trading updates and interim management statements

Approval of the full year results, 2013 AGM notice of meeting and associated documentation
for the year ended 31 March 2013
Approval of the half year results and associated documentation for the six months ended
30 September 2013
Dividend recommendation and approval (as appropriate)
Quarterly performance updates and business reviews (including human resources (HR),
quality, environmental, security and safety matters)
Strategy
Disposal of Peter R. Brown Construction, Inc.

Acquisition of the Confluence group of companies
Acquisition of Nuclear Safety Associates, Inc.
Information assurance and cyber security
Pension strategy and defined benefit fund triennial valuation
Annual strategy review
Operations
The Groups banking facilities including renegotiation of the Groups revolving credit facility
Significant project approvals
Review of Group risk log
Budget
Budget for the Group for the year ending 31 March 2015
Business presentations
Asia Pacific
Energy
Faithful+Gould
Middle East
North America
Governance
Governance framework review, including review of risk management and internal controls
Review of the proposed code of conduct
Approval of Group policies and Board committee terms of reference
Directors conflicts of interest and annual review of authorised conflicts
Appointment of the independent auditor and approval of its audit fee
Shareholder
engagement
Updates on the views of shareholders following the announcement of results, investor meetings
and roadshows
Independent feedback from the Groups broker following investor meetings
Reports from the investor relations director
Consideration of market reaction to key announcements
Employees
Employee diversity, particularly gender diversity

Talent development and succession planning
Review of the results of the 2013 employee engagement survey
Board
Outcomes of, and actions arising from, the 2012/13 review of Board effectiveness
2013/14 Board effectiveness review
Appointment of two non-executive directors
Appointment of an executive director
Lord Davies second annual report on women on boards
Approval of non-executive directors fees
Board committee membership
Governance 69
The membership of the Board during the year is shown in table 1 along with a summary of attendance at meetings of the Board
and its committees. Biographies for each of the directors are provided separately (pages 60 and 61).
Table 1: Board membership and Board and committee meeting attendance1
Chairman
Allan Cook (Nomination Committee chairman)
12/12
4/4
Executive directors
Heath Drewett (Group finance director)
Alun Griffiths (Group HR director)
Uwe Krueger (chief executive officer)
12/12
12/12
12/12
Senior independent director

Admiral the Lord Boyce2
Fiona Clutterbuck (senior independent director from 31 July 2013)2
5/5
12/12
4/4
3/3
8/8
2/2
4/4
Independent non-executive directors

Joanne Curin (Audit Committee chairman to 31 January 2014)3
Allister Langlands (Audit Committee chairman from 1 February 2014)3,5
Thomas Leppert6
Raj Rajagopal (Remuneration Committee chairman)
Rodney Slater
9/104
7/7
4/56
12/12
11/127
3/3
2/2
4/4
8/8
8/8
4/4
1/1
1/1
4/4
4/4
1. Attendance is expressed as number of meetings attended/number eligible to attend.

2. Admiral the Lord Boyce retired as an independent non-executive director and senior independent director on 31 July 2013. Fiona Clutterbuck succeeded him
as senior independent director.
3. Joanne Curin retired as an independent non-executive director and Audit Committee chairman on 31 January 2014. Allister Langlands succeeded her as
Audit Committee chairman on 1 February 2014.
4. Joanne Curin was unable to attend one of the Board meetings due to conflicting commitments.
5. Allister Langlands was appointed as an independent non-executive director on 4 September 2013.
6. Thomas Leppert was appointed as an independent non-executive director on 1 October 2013. One of the Board meetings coincided with a prior arrangement.
7. One of the Board meetings coincided with a prior arrangement.
The senior independent director led the appraisal of the chairmans performance. She sought input from all directors before
discussing her findings with the independent non-executive directors. She then provided feedback to the chairman. During the
year, the independent non-executive directors also met regularly with the chairman.
Allan Cooks external commitments changed during the year following his appointment as the lead non-executive director of the
UKs Department for Business, Innovation & Skills. To enable him to carry out his responsibilities as chairman, he continues to spend
at least three days per week with the Company.
Directors conflicts of interest
Each director is required, in accordance with the Companies Act 2006 (the Act), to declare any interests that may give rise to
a conflict of interest with the Company on appointment and subsequently as they arise. Where such a conflict, or potential conflict,
arises the Board is empowered under the Companys articles of association to consider and authorise such conflicts as appropriate.
In addition, the Company undertakes an annual review of all authorised conflicts to ensure such authorisation remains appropriate,
the last such review having taken place in November 2013.
A more detailed statement regarding how the Board operates is available on the Groups website:
www.atkinsglobal.com/investors_leadership.
Strategic Report
Nomination
Committee
Governance
Audit Remuneration
Committee
Committee
Board
Director
70 Governance
Effectiveness
Details of the work of the Nomination Committee can be found in the Nomination Committee Report (pages 74 to 75).
Performance evaluation
The Board recognises the need to maintain its development and the development of individual directors to ensure its continued
effectiveness and to respond to evolving best practice. This involves an ongoing process of:
reflecting on past performance and the implementation of past actions
consideration of future training, skill and diversity requirements
identification and implementation of new actions to improve performance.
The Board recognises that the process of improving its effectiveness requires continuous attention, particularly in respect of actions
such as ensuring the correct Board balance and diversity (2011/12 and 2012/13), succession planning (2010/11 and 2011/12) and
Board focus (2010/11 and 2012/13).
The Board undertakes a rigorous and formal evaluation of its own performance and that of its committees and directors annually.
The Board believes that an external evaluation every three years brings new insight into its processes and performance. An external
evaluation took place in 2012/13. The 2013/14 evaluation was conducted internally.
The chairman conducted one-to-one sessions with each member of the Board and the company secretary. The following areas of its
role and performance were explored in depth during the evaluation process:
Board role and remit
induction and continuing education
information flows to the Board
diversity of skills, experience, independence and knowledge on the Board, including consideration of gender diversity
any other factors relevant to the Boards effectiveness, such as management of meetings.
The Board received a written report from the chairman, which identified progress made and areas for improvement. This was
debated and discussed in detail and a clear action plan for the year ahead was then developed and approved.
The actions identified in the 2013/14 review build upon the actions identified in previous years and focus on the diversity of the
Board, succession planning, Board focus and interaction between Board members. While many of these themes have arisen in prior
years, the significant changes to the membership of the Board during the year have inevitably contributed to a focus on those areas
particularly affected by its composition. In addition, the increasingly diverse locations of Board members, coupled with the work
undertaken in prior years to provide more timely and detailed management data (2011/12) and enhance the rolling 12-month agenda
(2010/11), have led to adjustments to the frequency of meetings and increased use of technology.
The key findings of the 2013/14 performance review will be implemented in the current financial year and progress will be considered
as part of the next performance evaluation.
Commitment
During the year all directors, including the independent non-executive directors, committed significant time to the Company, in line
with the requirements stated in their letters of appointment and service contracts.
Governance 71
The Board also receives regular updates from the company secretary on legal, regulatory and governance developments, which
highlight any impact they may have on the Board and/or the Group.
On joining the Board, directors take part in a formal induction process. This includes the provision of past Board materials to
provide background information on the Group, information on Board processes and governance, site visits and meetings with key
employees. The induction is tailored to each new directors specific needs. Allister Langlands and Thomas Leppert are participating
in comprehensive induction programmes, which commenced immediately following the announcement of their appointments.
James Cullens will receive a similar introduction to the Group on commencement of his appointment.
Strategic Report
Development, business awareness and induction

The chairman regularly reviews training requirements with each director in order to maximise the contribution of the directors.
The company secretary ensures suitable opportunities are identified and communicated to directors. During the year the directors
have undertaken training via an audit committee workshop and remuneration committee debate.
Accountability
Financial reporting
Statements regarding directors responsibilities and the status of the business as a going concern are given in the Directors Report
(pages 64 and 65).
Governance
Internal controls
The Board is responsible for reviewing and approving the Groups governance framework and ensuring its adequacy and
effectiveness, as set out in the FRCs 2005 Internal Control: Revised Guidance for Directors on the Combined Code. Changes
in this area following consultations by the FRC are being monitored by the Board and its committees as applicable.
Work to develop our Group code of conduct continued during the year and this is expected to be launched to all employees in
the current financial year. It sets out what it means to think and behave in the Atkins Way and provides employees with a clear
framework within which to operate.
The Groups governance framework is illustrated in figure 1.
Board
Articles of association
Matters reserved to the Board
Committee terms of reference
Values and ethics
Board
Policy statements
Group
Strategy
Quarterly business reviews
Group authority matrix
Service delivery process
Design principles
Support function manuals (e.g. finance,
human resources, QSE)
Region/business
Local legislation
Industry requirements
Budgets
Systems
Project controls
Assurance
Group controls
Code of
conduct
Business management
system (BMS)
Win work
Deliver
work
Business
operations
People
Framework
Reporting, audit, risk management
Level and example inputs
Figure 1: Governance framework
72 Governance
The governance framework reflects the devolved and decentralised structure of the Group, which is considered a key part of the
Groups ability to deliver services to its clients. Under this structure the Board has delegated operational responsibility to the chief
executive officer, who then delegates authority and control to the regional chief executive officers (who are all members of the
SLT and OLT). Authority is further delegated from them to the managing directors of the principal businesses and then downward
to business and project managers as appropriate. This approach is reflected in the governance framework as follows:
the policy statements approved by the Board, available on our website: www.atkinsglobal.com/corporate-responsibility/
policy-and-governance, set out clearly and succinctly Atkins vision, commitment and arrangements, including: business conduct,
risk management, employment, excellence in delivery, health, safety and security, sustainability and stakeholder communication
Group controls set out mandatory activities and standards that are part of the overall Group processes and apply across the Group
the code of conduct will set out behavioural expectations for everyone who works for and represents Atkins, the purpose being
to reinforce the controls and underpin the ethics and values that apply across the Group, thereby protecting the reputation of our
business and maintaining our professional standing and brand
each BMS (as adopted by each region/business) has been reviewed and updated to ensure it incorporates all Group controls and
any regional and industry-specific controls required to deliver our four key business processes win work, deliver work, people
and business operations with each BMS providing a single source of information for employees, enabling them to understand
their responsibilities and comply with all Atkins requirements.
The following principles are key to the successful operation of the framework:
authority is delegated within clearly prescribed limits (under the Groups authority matrix)
decisions are escalated where either project size or risk profile require a higher level of authority
activity and performance are tracked through monthly and quarterly reports
effectiveness is audited via internal audit and self-assessment reviews.
The governance framework is designed to manage, rather than eliminate, the risk of failure to achieve stated business objectives.
It can only provide reasonable and not absolute assurance against material misstatement or loss.
Joint ventures in which the Company does not have overall control are not covered by the Groups governance framework. For these
joint ventures, systems of internal control are applied as agreed between the joint venture parties but as far as possible we insist on
compliance with our governance requirements as a minimum.
The Board monitored and reviewed the adequacy and effectiveness of the Groups governance framework, including internal controls
and risk management, on a continuous basis throughout the year ended 31 March 2014 and up to the date of approval of the Annual
Report. Support was provided by the Group Risk Committee, the internal audit function and the Companys independent auditor.
Audit Committee
Details of the work of the Audit Committee can be found in the Audit Committee Report (pages 76 to 80).
Remuneration
Details of the directors remuneration and the work of the Remuneration Committee can be found in the Remuneration Report
(pages 81 to 105).
Relations with shareholders
Engagement with our shareholders is a fundamental part of the Groups corporate governance model. To this end we seek to
establish an early and effective dialogue with shareholders regarding significant changes that affect corporate governance, in addition
to ongoing engagement on more routine matters. Communication regarding the delivery of the Groups strategy is integral to this
ongoing dialogue.
The primary means used by the Board for communicating with all Company shareholders are the Annual Report and Accounts,
preliminary statement of annual results, half year results and the AGM. It also recognises the importance of the internet as
a means of communicating widely, quickly and cost-effectively. An investor relations section is provided on the Groups website:
www.atkinsglobal.com/investors to facilitate communications with institutional and private investors. This includes material
shared with fund managers and analysts at Company meetings.
Governance 73
The non-executive directors receive updates on the views of shareholders from the executive directors following investor meetings.
The Groups broker also provides updates to the Board on shareholder opinions and compiles independent feedback from investor
meetings twice a year. The company secretary brings to the attention of the Board any material matters of concern raised by the
Companys shareholders, including private investors.
Retail shareholders have the opportunity to attend our AGM, where all directors are expected to be available to answer questions.
They are also able to submit questions in writing at any time. All of the directors in appointment at the time attended our AGM
in July 2013 and were available to speak to shareholders.
We intend to call a poll for all resolutions to be considered at the 2014 AGM. This ensures the Company continues to follow best
practice and allows all shareholders, present in person or by proxy, to vote on all resolutions in proportion to their shareholding.
Details of the 2014 AGM are set out in the separate Notice of Meeting.
Governance
The chief executive officer and Group finance director present the preliminary statement of annual results and half year results to
institutional investors and analysts. These presentations are also available via webcast and teleconference. Analyst breakfast events
are hosted regularly which include presentations by our regional chief executives and business managing directors. In the last financial
year they have focused on our Asia Pacific business and opportunities in the global rail market. The chief executive officer, Group
finance director and investor relations director also regularly attend conferences and roadshows to give shareholders, and other
potential investors, access to management.
Strategic Report
Our shareholders play a vital role in the Groups governance and their increasingly active engagement is welcomed. The investor
relations director, alongside the chief executive officer, Group finance director and chairman, provides a focal point for
communication with investors and is always keen to engage with, educate and inform potential new investors. The Groups
approach to investor relations enables it to be proactive in its engagement with both shareholders and non-shareholders.
Approved by the Board and signed on its behalf by
Allan Cook
Chairman
11 June 2014
74 Governance
Nomination Committee Report
The Nomination Committee
Information regarding the role of the Nomination Committee, including its terms of reference, can be found on the Groups website:
www.atkinsglobal.com/investors_effectiveness.
The independent non-executive directors who served on the Committee during the year are shown in table 1.
Table 1: Members of the Committee
Member
Admiral the Lord Boyce
Allan Cook (chairman)
Fiona Clutterbuck
Joanne Curin
Allister Langlands
Thomas Leppert
Raj Rajagopal
Rodney Slater
From
5 May 2004
10 September 2009
20 June 2007
1 March 2009
4 September 2013
1 October 2013
1 March 2009
9 September 2011
To
31 July 2013
To date
To date
31 January 2014
To date
To date
To date
To date
The key matters discussed by the Committee during the financial year included:
Theme
Agenda items
Succession planning
Executive and non-executive directors
Board and committee

appointments
Board and committee memberships

Recommendation to the Board regarding appointment of two new non-executive directors
and an executive director
Re-election of directors in accordance with the Companys articles of association
Board composition
The Boards composition is regularly reviewed and, where necessary, updated to ensure that it is able to respond to the Groups
needs. As the Group continues to grow, and as we move into the new financial year, our refreshed Board is well placed to provide
effective leadership.
Appointment process
Allister Langlands and Thomas Leppert were appointed to the Board as independent non-executive directors during the last financial
year. James Cullens will be joining as an executive director on 1 July 2014 and, after one months handover, will take over as
Group HR director.
At the beginning of each appointment process, the Nomination Committee considered in detail which areas of expertise the Board,
and in turn the Group, would most benefit from and drew up detailed role specifications accordingly. Diversity of thought and
background played a considerable part in the process. Each candidate was assessed against the role specification as well as
undergoing a comprehensive interview process. Gender diversity was an important part of the appointment process. We mandated
that balanced shortlists be presented for these appointments and will do so for future searches for independent non-executive
directors.
The executive search firm Korn/Ferry Whitehead Mann supported the Board on all the appointments during the year. We are pleased
that it has signed up to the Voluntary Code of Conduct for Executive Search Firms, which promotes gender diversity and best practice
for corporate board search processes.
Succession planning
Considerable effort has been put into developing talent below Board level, notably through the introduction of a Group leadership
development programme (GLDP) in the year ended 31 March 2013. Several members of the Board joined attendees during the
GLDP in the summer of 2013. Members of the Committee participated in a comprehensive review of the Groups succession plan
at a meeting of the Board held during the year.
Gender imbalance below Board level is widely recognised as a potential factor in gender imbalance at Board level. The Company
has sought to address this through various initiatives, as set out in the Human Resources Review (page 52). As part of the succession
planning exercise, a number of female employees have been identified as potential future leaders of the Group. It is hoped this
will create a pipeline of senior female talent in both management and technical roles. Furthermore, we have engaged actively with
an initiative promoted by the Department for Business, Innovation & Skills (BIS), to identify female senior employees to become
potential candidates for non-executive director roles in other listed companies.
Governance 75
Nomination Committee Report continued
Board and employee diversity
In particular, the Board remains committed to gender diversity. The topic of womens representation on boards remains high
on the agenda for governments and the public. In March 2014 Lord Davies of Abersoch published his third annual progress report
on this matter. In it he renews his calls for chairmen to set out their aspirational targets for the number of women on their boards
in 2015 or beyond and for companies to invest in the female talent pipeline.
The Board continues to aspire to a membership of at least one third women by 2015, without compromising its focus on diversity
of thought and experience. In the wider Group, we are continuing to work towards our short-term target of increasing female
representation in both the senior management population (the top 1,000 employees in the Group) and the SLT to 15% by
31 March 2015. Details of female representation in the wider Group are provided in the Human Resources Review (page 53).
Strategic Report
The Board attaches significant importance to diversity both within its own membership and within the Group. Atkins benefits
from diversity at Board level in terms of both perspective and experience.
The Boards current diversity as at 31 March 2014 is shown in table 2 below.

Table 2: Board diversity
Nationality/citizenship
Defence and aerospace
22.2%
Energy
22.2%
Engineering
44.4%
Finance (accountancy,
private equity and corporate finance)
44.4%
Human resources
11.1%
Legal
22.2%
Management consultancy/
strategic consultancy
44.4%
Not for profit, educational

and public entities
33.3%
Other global multinational boards
66.6%
Transportation
11.1%

Allan Cook
Chairman
11 June 2014
Governance
100%
Board overall
Percentage of Board membership
Board experience and composition
76 Governance
Audit Committee Report

Letter from the Audit Committee chairman
Dear Shareholder
Following my appointment as chairman of the Audit

Committee from 1 February 2014, I am delighted to present
the Audit Committee Report for the financial year ended
31 March 2014. My fellow Committee members and I would
like to thank Joanne Curin, who retired from the Board in
January this year, for her stewardship of the Committee since
1 July 2009. Her guidance and insights have proved invaluable
as we carry the Committees work forward in a changing
regulatory environment.
The role of the Committee continues to evolve. We have clear
terms of reference and specific duties to perform but our main
purpose is to give assurance that shareholders interests are
being properly protected by appropriate financial management
and reporting and internal control frameworks. We aim at all
times to provide oversight and guidance which will contribute
to the ongoing good governance of the business.
The UK Corporate Governance Code (the Code) has
been revised to incorporate a number of new disclosures
in relation to the work of audit committees. We welcome
these developments, which are designed to provide
shareholders with more information of relevance to the
Company and to enhance transparency. We have therefore
prepared this report in compliance with the Codes new
requirements and the report addresses the Committees
consideration of significant issues during the financial year,
our assessment of external audit effectiveness and our
approach to appointing the auditor.
Internal auditor
Last year we reported the Committees satisfaction with
the development of the internal audit function since the
appointment in 2010 of Ernst & Young (EY) to provide these
services to the Group. We have continued to benefit from EYs
ability to scale resource and deploy specialists where necessary.
Independent auditor
Regulatory and best practice developments regarding the
appointment, role and responsibilities of the independent
auditor remain subject to further discussion and potential
change. We have considered the Code provision that the
independent audit contract be put out to tender every 10
years. However, comprehensive regulatory changes have also
now been proposed by the European Union (EU) and the
UKs Competition Commission, which has since been abolished
and had its powers transferred to the Competition and
Markets Authority (CMA). We therefore believe that our
long-term tender policy should be based on the final outcome
of these developments taken as a whole. These issues are
discussed further later in this report (page 78). In the
meantime the reappointment of the independent auditor
continues to be the subject of rigorous review each year.
Having considered the effectiveness and performance of the
independent auditor, the Committee has recommended the
reappointment of PricewaterhouseCoopers LLP (PwC) as
independent auditor.
Yours faithfully
Allister Langlands
Chairman of the Audit Committee
11 June 2014
Governance 77
Audit Committee Report continued
The Audit Committee
Member
Joanne Curin (chairman 1 July 2009 to 31 January 2014)
Fiona Clutterbuck
Allister Langlands (chairman from 1 February 2014)
Raj Rajagopal
From
1 March 2009
1 April 2007
9 October 2013
8 September 2011
To
31 January 2014
To date
To date
To date
Information regarding the scope of the Committees activities, including its terms of reference, can be found on the Groups
website: www.atkinsglobal.com/investors_accountability.
Strategic Report
Table 1: Members of the Committee during the year
Financial reporting
Judgemental issues regarding the results for the year ended 31 March 2013 including a review
of accounting policies and going concern
Independent auditors report in respect of the results for the year ended 31 March 2013
Draft results and associated documentation for the year ended 31 March 2013
Plans for the preparation of the results for the six months ended 30 September 2013
Judgemental issues regarding the results for the six months ended 30 September 2013 including
a review of going concern
Independent auditors report in respect of the results for the six months ended 30 September 2013
Draft half year results and associated documentation for the six months ended 30 September 2013
Plans for the preparation of the full year results for the year ended 31 March 2014
Internal controls
Review of key internal controls

Group self-certification process and statement
Review of the whistleblower and fraud response policies and processes
Reports on whistleblower confidential hotline activity
Approval of amendments to the Group tax and treasury requirements
Consideration of the role of the senior accounting officer and the statements required to be filed
Internal audit
Consideration and approval of the internal audit plan for the year ending 31 March 2015
Regular reviews of internal audit findings
Review of the policy regarding the management of potential conflicts between the Group and
the internal auditor
Review of the Groups Internal Audit Charter
Independent auditor
Independent review plans for the six months to 30 September 2013 and for the year ended
31 March 2014
Review of the policy regarding the management of potential conflicts between the Group and
the independent auditor, including non-audit work undertaken by the independent auditor
Review of audit and non-audit fees paid to the independent auditor and its independence
and effectiveness
Recommendation regarding the reappointment of the independent auditor
Approval in line with policy of non-audit work undertaken by the independent auditor
Reform of the audit market and the proposals from the EU and the UKs Competition Commission
(now the CMA)
Consideration of the Companys approach to tendering the independent audit
Risk
Annual review of the activities of the Group Risk Committee
Governance
Consideration of changes to corporate reporting requirements

Consideration of the effect of the implementation of amended accounting standards
Agenda items
Theme
Governance
Committee activities
The key matters discussed by the Audit Committee during the financial year included:
78 Governance
The Committee discussed the following matters following the conclusion of the financial year ended 31 March 2014 in respect
of that year:
judgemental issues regarding the results for the year ended 31 March 2014 including a review of accounting policies and
going concern
advising the Board, at its request, on whether the Annual Report and Accounts for the year ended 31 March 2014 are fair,
balanced and understandable
independent auditors report in respect of the results for the year ended 31 March 2014
draft results and associated documentation for the year ended 31 March 2014.
Annual financial reporting
Significant issues
The Audit Committee has reviewed the key judgements applied to a number of significant issues in the preparation of the
Consolidated Financial Statements. This review included consideration of the following:
Significant issue
How the Committee addressed this
Contract accounting/
revenue recognition
The Group enters into a number of large and complex long-term contracts. Significant judgements
are required to forecast how each contract will perform and potential adjustments that may prove
necessary over the lifetime of a project. These judgements may include, for example, revenue and
profit recognition being determined based on managements estimates of the percentage that has
been completed and the costs that will need to be incurred to complete it, as well as contractual
variations. The Committee has received regular reports from management on a number of higher
risk contracts and has challenged estimates of completion costs, with consequential impacts on
revenue recognition. It has concluded that the approach to revenue recognition is appropriate in
the context of the Groups business model and contract structures.
Goodwill impairment
The Group has significant goodwill relating to Atkins North America (ANA) following the
acquisition of The PBSJ Corporation in 2010. The Committee considered the need to undertake
a goodwill impairment calculation as at 30 September 2013 by reviewing the assumptions used
at 31 March 2013 and the discount rate used in relation to future cash flows and determined that
there were no triggering events. At 31 March 2014 it examined the detailed full impairment review
undertaken by management, which included testing of assumptions and sensitivity analysis. It also
received and considered the independent auditors comments on the key assumptions and detailed
forecasts made. The issue of impairment involves making significant judgements about the future
results of the ANA business and the risks it faces. The Committee agreed with managements
recommendation that no impairment charge should be made but that there remains a risk of
impairment of ANA goodwill in the future and relevant disclosures have therefore been included
in the Annual Report and Accounts (note 16, page 148).
The Committee also considered a number of other judgements made by management, including judgements concerning accounting
for acquisitions and disposals, provisions in the Groups insurance captive, accounting for pension liabilities and taxation.
Fair, balanced and understandable
The Audit Committee examined the Annual Report and Accounts and was asked by the Board to advise it on whether they are fair,
balanced and understandable. To enable it to draw its conclusions in this respect, the Committee:
examined the preparation and review process for the Annual Report and Accounts and considered the level of challenge provided
through that process
considered the accounting policies applied by the Group
assessed the information contained in the Annual Report and Accounts against the Groups strategy and business model to ensure
the information provided was sufficient to enable shareholders to assess the Groups performance.
Governance 79
The Committee has agreed to implement a more formal process of review of the effectiveness of the independent auditor in future.
The Committee will issue a questionnaire to the members of the Committee and senior management, which will be circulated after
the publication of the Annual Report and Accounts for the year ended 31 March 2014. The questionnaire will cover the robustness
of the audit process, quality of deliverables, reporting and the audit team. The responses will be collated ahead of and fed into the
Committees consideration of the audit strategy and approach for the financial year ending 31 March 2015.
The independence of the independent auditor is evidenced through its challenge to management. Its independence and objectivity
are assured through the rotation of the audit partner on a regular basis, the last such rotation having taken place in 2012.
Accordingly, the Committee has not considered it necessary to date to undertake a tender process for the audit work, although
it has considered PwCs tenure and appointment on an annual basis. There are no contractual obligations restricting the Companys
choice of independent auditor.
Audit tender policy
In September 2012 the Financial Reporting Council (FRC) amended the Code to include, among other changes, a requirement for
FTSE 350 companies to put the independent audit contract out to tender at least once every 10 years. The FRC recognised that
the audit market could be disrupted if a large number of companies chose to go out to tender in the first year in which the revised
Code applied and hence proposed transitional arrangements that brought tenders in line with the cycle for rotating the audit partner.
Governance
The independent auditor is currently PwC, which has acted in this capacity since the Company listed on the London Stock Exchange
in 1996. During the year the Committee conducted a review of the relationship with the independent auditor, as well as its
qualification, expertise and resources and the effectiveness and quality of the audit. As part of this review, the Committee considers
audit governance, audit planning and methodology, robustness of challenge to management and the quality of senior members
of the audit team. It does so in consultation with senior management, particularly senior finance personnel. It has concluded that
PwCs appointment continues to meet the Groups needs and therefore recommended to the Board its reappointment as
independent auditor.
Strategic Report
Independent auditor
In addition to the Code and Competition Commission developments, on 27 May 2014 the European Parliament published a directive
and a regulation in the Official Journal of the EU implementing reforms of the audit sector in the EU. EU member states must adopt
the necessary measures to implement the directive by 17 June 2016 while the regulation will apply from 17 June 2016 (other than the
prohibition on contractual clauses limiting the choice of auditor, which will apply from 17 June 2017). The reforms require audit firms
of public interest entities, including all listed companies, to rotate their auditor once every 10 years (with a possible extension for a
further 10 years available where a tender is held) and introduce a range of new rules and measures to strengthen audit quality and
independence across the EU.
It is not yet clear what impact the EU changes will have on the Competition Commission recommendations and on the Code or how
the various requirements will interact. The Committee will therefore continue to monitor developments and will put in place a formal
audit tender policy when the position has become clearer. In the meantime the reappointment of the independent auditor will
continue to be the subject of rigorous review each year.
The Competition Commission (now the CMA) issued its final report on its inquiry into the FTSE 350 audit market in October 2013.
Its recommendations, which are yet to be enacted into law, included a mandatory audit tender once every 10 years, among other
proposals intended to encourage competition.
80 Governance
Auditor independence
The Committee understands that certain work of a non-audit nature may be best undertaken by the independent auditor as
a result of its unique position and knowledge of key areas of the Company. Approval is required prior to the independent auditor
commencing non-audit work in accordance with a Group policy, summarised in table 2. This policy is drafted to preserve the
independence and objectivity of the independent auditor and is reviewed and approved annually by the Committee. The impact
on independence, if any, of non-audit work performed by the independent auditor is also considered regularly by the Committee.
The policy sets out safeguards to be considered when engaging the independent auditor for non-audit services. The appointment
of former employees of the independent auditor to positions in the Group is also regulated by the Committee.
Table 2: Policy on non-audit services provided by the independent auditor
Audit-related
services
Examples Regulatory
of types
work
of work
Reporting
accountants
to a share or
bond issue
or other
shareholder
circulars
Auditing
of share
schemes
Independent
review of
the half year
report
Approval
required
Work best performed by the

independent auditor as a result
of its unique position and knowledge
of the Company
Taxation advice
Assisting and working with the
internal audit function
Forensic work
Internal audit services under the
instruction of the internal audit
function
Valuation services not material
to the financial statements (and
where there is not a high degree
of subjectivity)
Executive management (via the Group finance director

and company secretary) has delegated authority to use
the independent auditor without prior consultation
with the Committee (although the nature of, and fees
associated with, that work will be regularly reported
to the Committee).
The independent auditors audit partner also has to
approve any such engagement before it can proceed.
Other work
Provision of non-material systems
or project services under the control
of a Group project manager
Secondment of staff other than to
prepare accounting records or financial
statements
Remuneration surveys
Systems recommendation and
implementation
Prohibited
work
Book-keeping
services
Other services
deemed to be
incompatible
with auditor
independence
by professional
or governmental
regulations
Following a supplier review, if

n/a
management does identify the
independent auditor as being the best
supplier in a specific field and also believes
that such an assignment does not run the
risk of prejudicing its independence, then
an evaluated request will be made to the
Committee to confirm the appointment.
Appointments for non-material fee levels
may be approved by the Group finance
director (or company secretary in his
absence).
The independent auditors audit partner
also has to approve any such engagement
before it can proceed.
Note 5 to the Financial Statements (page 139) sets out the fees paid to the independent auditor for audit and non-audit work.
Approximately 90% of the non-audit fees incurred related to taxation advice and it was therefore considered appropriate, in light of
PwCs detailed understanding of the Group and expertise in this area, to engage its services in this regard. The Committee concluded
that the level of non-audit fees, which represent a value of 66.7% of the audit and audit-related fees for the Group, did not have
any impact upon PwCs independence.
Allister Langlands
Chairman of the Audit Committee
11 June 2014
Governance 81
Overview of our remuneration framework

The primary aim of the Committee is to align our remuneration
framework with business strategy, calibrated to pay for
performance.
Strategic alignment
Our remuneration framework seeks to:
reinforce business strategy
provide the right balance between short- and long-term
incentives
align senior management remuneration with that of
the executive directors
recognise that we operate a people business, where
reward and incentive structures are critical to our success.
It is within this framework that we seek to pay for performance.
Paying for performance
We believe that our remuneration framework has created
a clear link between the performance of the Group, the
creation of shareholder value and the remuneration of our
executive directors. This is achieved through the appropriate
selection of performance measures and careful calibration
of performance targets.
The three-year performance condition attached to the 2011

LTIP awards ended on 31 March 2014. The Company EPS
target was met in part and the relative TSR target was met
in full. As a result 68.7% of the awards made will vest.
Ongoing dialogue
Last year, 85% of our shareholders voted in favour of the
remuneration report including all 10 of the Companys largest
shareholders. The majority of those who voted against
followed a voting recommendation from the proxy voting
agency Institutional Shareholder Services (ISS) whose primary
concern related to the LGU. With this in mind, it is worth
recapping on why the Committee first introduced this
long-term incentive plan.
While our LTIP focuses executives on achieving strong earnings
per share (EPS) growth over a three-year period, the LGU
provides a direct link between remuneration and sustainable
long-term increases in share price. Awards vest over a longer
time frame than the LTIP and most conventional long-term
incentives. In addition, the Committee is resolute that share
price performance must be suitably underpinned by
appropriate financial performance. As a consequence, the
Committee will explicitly consider prior to the vesting of
each tranche the Groups progress against key quantifiable
strategic measures.
Following last years AGM we met again with ISS to explore
its concerns regarding the LGU. In response we have increased
our disclosure surrounding the LGU and address more
explicitly the strategic measures which will be considered
by the Committee prior to vesting (pages 87 and 100).
Dr Raj Rajagopal
Chairman of the Remuneration Committee
11 June 2014
Governance
Responding to change
Since I last reported to shareholders on the work of the
Committee, there has been a significant amount of change to
the regulations concerning directors remuneration disclosure.
Many of you will be aware of the debate and stakeholder
consultation which took place ahead of these changes being
implemented. Members of the Committee followed this
debate closely and we have sought to respond to the new
requirements comprehensively, building on the extensive
remuneration disclosures we have made for the past two
years. We are conscious that best practice will continue to
evolve and the Committee will continue to monitor this,
responding to change as appropriate.
In the past year the Group has delivered another set of good
results. The Group also made significant progress on the
delivery of its strategy. The Groups profit after tax for the
year of 96.3m (2013 restated: 84.3m) exceeded the stretch
target for bonus purposes. Group cash performance was
also strong, with the cash conversion target for the year being
met in full. Accordingly, the Committee has paid the maximum
level of bonus to the executive directors for achieving the
stretching financial targets that were set. The Committee also
considered the performance of each of the executive directors
against their key strategic objectives for the year, full details
of which are contained in the Annual Remuneration Report
on (page 98).
I am pleased to present the annual report on directors

remuneration. This report is divided into two sections in
accordance with The Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment) Regulations
2013 (the Regulations): a policy report which sets out our
approach to remuneration, and a remuneration report which
details what has been paid to directors during the year ended
31 March 2014. Each report will be subject to a separate vote
at our forthcoming annual general meeting (AGM).
Dear Shareholder
Strategic Report
Remuneration Report
Letter from the Remuneration Committee chairman
82 Governance
Remuneration Report continued
Committee activities
The Committee uses a schedule of standing items to help structure the agendas for its meetings as well as responding to matters
which arise during the course of the year, such as regulatory changes. The Committees standing agenda items are aligned to
the Groups reward communication programme. Each April employees receive confirmation of their remuneration for the year
ahead. Notification of bonus payments follows the announcement of the Groups financial results in June. The Committee keeps
remuneration policy and market practice under review throughout the year. The key matters discussed during the year are set out
in figure 1.
Figure 1: Key matters discussed during the year
Theme
Agenda items
Best practice
Consideration of latest remuneration best practice guidance

Review of the remuneration advisors fees
Consideration of revised terms of reference
Institutional shareholder and proxy advisor engagement in relation to the directors
remuneration report for 2012/13
Review of the Committees remuneration advisor and the subsequent appointment
of Towers Watson
Remuneration policy
Formal articulation and development of areas of the remuneration policy in response

to the Regulations
Directors and company

Consideration and approval of bonus scheme payments to the executive directors for 2012/13
secretarys remuneration Consideration of executive directors salaries
Consideration of James Cullens remuneration
Interim review of executive directors performance against personal performance targets for
2013/14
Consideration and approval of the personal key performance targets for the executive directors
in connection with their bonuses for 2014/15
Consideration and approval of remuneration, bonus principles and quantum for the executive
directors and company secretary for 2014/15
Consideration and approval of the chairmans fee for 2014/15
Employee remuneration
(including senior
management)
Remuneration for Group employees

Review of bonus scheme payments to the senior leadership team in light of wider remuneration
of Group staff for 2012/13
Consideration of 2013/14 cash conversion targets for senior management under the annual
bonus scheme
Review of proposed remuneration and bonus opportunity for the senior leadership team
for 2014/15
Share plans
Consideration and approval of performance condition outturn in respect of LTIP awards

made during 2010
Consideration and approval of LTIP and LGU awards
Review of share plan hedging arrangements and dilution
Consideration and approval of share plan awards
Performance monitoring of LTIP awards
Consideration of EBS structure and financial targets for 2014/15
Approval of non-material share plan rule changes
Reporting
Annual review of executive directors shareholdings and expenses for 2012/13

Annual review of the chairmans expenses for 2012/13
Consideration and approval of the remuneration report for 2012/13
Further details on the Committee can be found in the Annual Remuneration Report (pages 104 and 105).
Governance 83
Remuneration Report
Directors Remuneration Policy
This section of the report summarises the Companys policy on directors remuneration and includes the following parts:
A. an overview of our remuneration policy and its alignment with our business strategy
B. a future policy table detailing key remuneration elements for our executive directors
C. an illustration of the remuneration packages for each executive director under minimum, target and stretch performance scenarios
E. details of the remuneration policy for the chairman and non-executive directors
F. other matters considered when determining remuneration policy for directors.
This policy will be put to shareholders for a binding vote at the Companys AGM to be held on 30 July 2014. This policy is intended
to last for three years and will take effect from the AGM, subject to shareholder approval.
Strategic Report
D. other relevant policies relating to executive directors remuneration, including on recruitment and termination
A. Alignment with our strategy
Our strategy is to deliver long-term shareholder value through a focus on core growth sectors in engineering and design.
As set out in the Strategy section (pages 16 to 17), this strategy has three principal priorities over the medium term:
operational excellence
Governance
portfolio optimisation
sector and regional focus.
The overall objective of our strategy remains to create shareholder value through:
driving margins above 8%
reducing dependence on the UK (with our long-term aspiration being to have more than 75% of our business outside the UK)
growing organically and through acquisition.
Our remuneration policy is directly aligned with the delivery of our strategy. The following key themes provide the basis for the
framework:
the policy must be based on simple principles, aligned with our key performance indicators (page 20), and provide clear line
of sight for participants and alignment with shareholders interests
a significant portion of executive directors remuneration should be performance-related (on both a short- and long-term basis)
and delivered in the form of Atkins shares
growth in EPS is a key metric for measuring the performance of our business and should be balanced with a focus on long-term
share price growth and delivery of our strategy.
as a people business, the remuneration policy must enable us to attract, retain and incentivise the best global talent
Related section
Our strategy
Find out more about

our strategy on page 16
84 Governance

Figure 2 provides a timeline for the receipt of remuneration.

Figure 2: Timeline for receipt of remuneration
Element of
remuneration
Current year
(Y)
Y+1
year
Y+2
years
Salary
100% cash
Pension
100% cash
Benefits
100% cash
Bonus
Performance
assessed
2/3 paid
in cash
1/3 deferred for three years
LTIP
Award made
Performance period
LGU
Award made
Performance period
Performance period
Performance period
Y+ 3
years
Y+4
years
Y+5
years
Y+6
years
Deferred
shares vest
Award vests
Tranche 1
(1/3) vests
Tranche 2
(1/3) vests
Tranche 3
(1/3) vests
Governance 85

B. Future policy for executive directors
Table 1: Future policy for executive directors
To provide a market-competitive
remuneration package in a cost
effective way.
Operation
Paid monthly in arrears in cash.
Monthly payments into a defined

contribution plan or cash
allowance in lieu of a pension
contribution.
Benefits, which are subject

to regular review to ensure
competiveness, include:
Reviewed annually with any

increase effective from 1 April.
May be reviewed on an
exceptional basis during the
financial year with any changes
effective from 1 October. A
review does not automatically
give rise to an increase in salary.
No recovery provisions apply

to pension.
Benchmarked periodically against

published salary data for
companies of similar size and
complexity and against bespoke
comparator groups.
Considered in light of economic
climate, market conditions,
Company performance, pay
and conditions across the wider
workforce, geographic footprint
of operations, the individuals
role, skills, and remit, and the
level of salary increases made
in the rest of the business.
to salary.
an annual cash car allowance

or car
life assurance ranging between
four and seven times salary
private medical insurance or
an allowance for executive
directors and their families
medical assessments
income protection in the event
that an executive is unable
to work due to long-term ill
health
personal accident cover
travel allowances and expense
reimbursement
professional advice
professional subscriptions
reimbursement of unused
annual leave entitlements
reimbursement of taxable
expenses incurred on Company
matters
flexible leave scheme.
to benefits.
Maximum opportunity
Salary increases will normally

not exceed average salary
increases across the Group.
Increases above this level may be
made in specific situations, such
as progression and development
in the role, material changes to
the business, remit or
responsibilities and internal
promotion. In any event, any
increase in salary to a current
executive director will not exceed
the competitive market range.
The maximum Company

contribution is up to 25% of
base salary.
The Committee may change the
directors pension arrangements
in response to new legislation or
regulations provided that any
changes are cost-neutral.
The Committee reserves the

power to deliver benefits which,
in aggregate, have a cost of 25%
of salary. In certain circumstances
it may be necessary to exceed
this limit, including (but not
limited to) where there are
changes in the underlying
benefits provided, changes to
benefit providers and changes
in individual circumstances (such
as health status).
Not applicable
Not applicable
In the event of the promotion

of an existing executive director,
for example the finance director
becoming chief executive, the
salary increase of the relevant
executive director will not exceed
the salary of the outgoing
director holding that office.
Performance framework
When determining salary

increases the Committee
considers Company and
individual performance.
Governance
Benefits
remuneration package that
enables executive directors to
provide for their retirement in
a tax-efficient way.
Pension
salary to recruit and retain
individuals with the skills and
experience necessary to deliver
the Companys strategic
objectives.
Base salary
Purpose and link to our
strategy
Strategic Report
Fixed pay
86 Governance

Variable pay
Executive Bonus Scheme (EBS)
Long-Term Incentive Plan (LTIP)
Purpose and link

to our strategy
To incentivise and reward the delivery of stretching annual

financial performance targets and key strategic objectives.
To incentivise and reward the creation of long-term

shareholder value based on the delivery of growth in
earnings per share (EPS).
Operation
A bonus scheme which operates annually. Two thirds of the

bonus is paid in cash and one third is deferred into shares
over three years subject to continued employment. The
deferral into shares is usually structured as a nil-cost share
option. Following vesting, the option can be exercised at
the discretion of the participant up to the tenth anniversary
of grant.
An award is made on an annual basis with vesting

conditional upon performance and continued employment
over a three-year period. Awards are typically structured
as nil-cost options. Following vesting, the options can be
exercised at the discretion of the participant up to the
tenth anniversary of grant.
Dividend equivalents accrue on the deferred shares and are

payable in cash following the vesting and exercise of the
nil-cost share option.
Annual bonuses do not form part of pensionable earnings
and are non-contractual.
Dividend equivalents accrue on the deferred shares and

are payable in cash following the vesting and exercise
of the nil-cost share option.
The shares are subject to malus provisions which allow the
Committee to reduce the award in certain circumstances
set out in the notes to the policy table.
Measures and performance targets are set by the

Committee at the beginning of each financial year with
payout determined after year end following the
Committees assessment of performance relative to targets
and objectives.
The Committee may reduce the amounts paid if there has
been a material quality, safety or environmental failure.
Maximum
opportunity
The current maximum annual bonus opportunity is 125%

of base salary for the chief executive officer and 100%
of salary for other executive directors. Base salary is the
average salary paid to the executive director for the
bonus year.
The Committee has the discretion to increase the overall
maximum bonus level to 150% of salary for the chief
executive and 125% for other executive directors, subject
to this not being above the competitive market range.
The Committee would consult with the Companys major
shareholders in advance of any increase in maximum bonus.
Performance
framework
Annual bonus will normally be subject to Group financial

targets (75% of total bonus) and individual or non-financial
strategic objectives (25% of total bonus).
Individual objectives will be directly linked to strategic
priorities which may be functional or operational.
Assessment, where not quantifiable, is based on judgement
and is subject to a rigorous review by the Committee, both
at the time objectives are set, during the financial year and
at the year end when final performance is assessed. Any
amounts due on this component are also subject to
achieving a threshold Group financial target.
In assessing the formulaic outcomes of targets, the
Committee can make adjustments to ensure that any
resulting payment is fair to both the executive director
and investors, including the ability to make no payment if
deemed appropriate.
The maximum annual award limit is 150% of salary.

It is not normally expected that awards will exceed 100%
of salary.
In any year that an LGU award is made, awards will be
capped at 75% of base salary.
Vesting is subject to a stretching growth target in absolute

EPS. This is considered the primary metric for measuring
the delivery of our growth objective over the medium and
long-term.
In determining the level of vesting, the Committee will give
consideration to: (1) cash conversion over the performance
period to ensure that the achieved EPS growth has been
suitably underpinned by cash generation; (2) the impact of
any significant acquisitions in the performance period; (3)
the impact of inflation during the performance period if it is
deemed that this has had a significant impact on the level
of challenge presented by the targets. In considering these
factors the Committee may reduce the level of vesting.
Governance 87

Long-term Growth Unit plan (LGU)
All-employee share plans
Purpose and link

to our strategy
To provide direct alignment with shareholders interests

through sustained share price growth over the long-term
(four to six years) and delivery against strategy.
To encourage share ownership across the organisation.
Operation
An award of units is made on an annual basis.
Executive directors can participate in the Share Incentive

Plan (SIP) and a Save As You Earn Plan (SAYE) (or equivalent
global plans) to the extent that such plans are operated.
The award vests in three equal tranches on the fourth, fifth

and sixth anniversaries of grant. Following vesting, the units
can be exercised at the discretion of the participant up to
the tenth anniversary of grant.
On exercise, the value of each unit is equal to the difference
between the six-month average share price at exercise and
the six-month average share price at grant. The value is
normally delivered in the form of Atkins shares.
Strategic Report
Variable pay continued
No more than 50% of any award can be exercised in any

rolling 12-month period.
Maximum
opportunity
The maximum annual award limit is 50% of salary.
Executive directors will be subject to the same maximums

in place for all employees participating in the relevant plan
or plans.
Performance
framework
Value will only be delivered if the Companys share price

increases.
Not applicable
The vesting of each tranche is subject to the Committees

assessment of the Groups progress against its strategy.
Types of areas that would be assessed include margin
progression, the geographical split of revenues and
growth. The Committee will also determine that share
price performance has been suitably underpinned by the
underlying financial performance of the Group over
the period.
Additional notes to the future policy table
Malus provisions under incentive arrangements

Deferred shares awarded in connection with the EBS and LTIP and LGU awards are subject to malus provisions which allow the
Committee to reduce awards in certain circumstances, including (but not limited to):

Governance
There is no entitlement to dividends or dividend

equivalents.
a material misstatement of the Companys audited results

a material downturn in the financial performance of the Company
serious reputational damage suffered by the Company
the executive directors misconduct.
Legacy arrangements under incentive plans
Any awards made under legacy incentive plans prior to the approval of the Companys remuneration policy may be paid out
subject to the terms of those plans (as originally applied at grant or subsequently amended) and the relevant performance conditions
being achieved.
LTIP and LGU awards made in the financial years ended 31 March 2012 and 31 March 2013 were consistent with the policy
outlined in the future policy table.
Administrative powers under incentive plans
The policy table provides a summary of the incentive plans in the form required by the Regulations. In addition to the operational
features described, the Committee retains standard administrative powers such as inviting individuals to participate and determining
the structure of an award and deciding whether or not to apply malus provision. These powers, as set out in the rules of the plans,
will continue to apply.
a material failure of risk management by the Company
88 Governance

Selection of performance measures and target setting

The Committee has the flexibility to select performance measures and weightings and set targets annually to ensure continuing
alignment with the strategic priorities of the Group. Any significant departure from the current operation of the policy as set out in
the Annual Remuneration Report would be discussed in advance with our major shareholders.
In selecting performance measures the Committee takes into account the Groups strategic objectives and short- and long-term
business priorities. The performance measures selected incentivise and reward the delivery of stretching financial performance and
the creation of shareholder value.
The performance targets chosen are set in accordance with the Groups operating plan and are reviewed annually to ensure they
are sufficiently stretching. In selecting the targets the Committee also takes into account analysts forecasts, economic conditions
and the Committees expectation of performance over the relevant period. Targets and actual performance in relation to them
will be disclosed in the annual remuneration report provided that the Committee determines that the information is not considered
commercially sensitive. In practice it is anticipated that EBS targets will remain commercially sensitive and so a full description of actual
performance and the committees performance assessment will be disclosed only at such time as the Committee considers they are
no longer commercially sensitive. LTIP targets will be disclosed in the remuneration report prior to grant if determined at that time or,
if not, in the first report following grant. For LGU awards, a full explanation will be provided on vesting of the performance
assessment in the context of the Groups strategic priorities over the period.
Remuneration policy for the broader employee population
The executive remuneration framework set out in this report follows similar principles to those applied to the Groups senior
leadership team (SLT) to ensure the senior management team is rewarded on a consistent basis. Any differences that exist arise either
because of local market practice and/or the Committees assessment of business need and commercial necessity. The principles that
underpin our executive remuneration philosophy also cascade throughout the organisation, although quantum will vary and the
provision of certain components of remuneration (such as benefits, allowances and long-term incentives) will vary by seniority and
geography. Viewpoint, the Groups annual employee staff engagement survey, seeks employee feedback on remuneration.
C. Illustration of the sensitivity of the remuneration package to performance
The following charts illustrate the packages for the chief executive officer, Group finance director and Group HR director,
distinguishing the elements of the package that are performance-related. Three indicative levels of performance are shown:
minimum, target and stretch taking into account an assumed level of vesting, as outlined in table 2.
Table 2: Minimum, target and stretch
Performance level
Definition
Minimum
Fixed pay comprising salary, benefits and pension. No annual bonus or vesting of
long-term incentives.
Target
Fixed pay comprising salary, benefits and pension. Annual bonus payable at 50% of maximum award
(i.e. 62.5% of salary for the chief executive officer and 50% of salary for other executive directors).
50% of LTIP award vests (i.e. 37.5% of salary at grant) and 50% of LGU vests, assuming
it is worth 33% of the face value on vesting (i.e. 8.3% of salary at grant).
Stretch
Fixed pay comprising base salary, benefits and pension. Annual bonus payable at maximum level.
LTIP and LGU payable in full, assuming the LGU is worth 33% of face value on vesting (i.e. 16.7%
of salary at grant).
Salary and pension are based on levels to be implemented in the financial year ending 31 March 2015; benefits are based on the
actual value level delivered in the year ended 31 March 2014. Given the value of the LGU is dependent on share price growth, it has
been valued in a manner consistent with the guidance issued by the GC100 and the Financial Reporting Lab, namely assuming shares
are worth 33% of their initial face value. Dividend equivalents have been excluded.
Governance 89

Uwe Krueger
James Cullens
000
Minimum
100% 775
Target
55%
Stretch
38%
Fixed pay
26%
19% 1,410
36%
Annual bonus
26% 2,044
100% 352
Target
58%
Stretch
41%
Long-term incentives
Fixed pay
22%
Annual bonus
20% 611
31%
28% 869
Heath Drewett
Strategic Report
000
Minimum
000
Minimum
100% 449
58%
Stretch
40%
Fixed pay
22%
Annual bonus
20% 781
31%
29% 1,113
Governance
Target
D. Other remuneration policies relating to executive directors

Share ownership guidelines
Recruitment and appointment of executive directors
The Committee determines the remuneration package for all new executive directors appointed to the Board. Such appointees
may be individuals who are already employed by the Group or from elsewhere.
In determining the appropriate remuneration package for a new executive director the Committee will consider the calibre of the
candidate, the level of their existing remuneration, the jurisdiction the candidate is recruited from and their skills and experience,
data for companies of a similar size and complexity and contextual information regarding remuneration paid to employees elsewhere
in the Group.
The remuneration of a new executive director will include all elements set out in the policy table (table 1), namely salary, benefits,
pension, participation in the EBS and long-term incentive awards under the LTIP and LGU. Depending on the level of salary set on
appointment, the Committee may make larger initial increases to move salary to the desired level during the first three years following
appointment. The maximum opportunity levels in relation to other elements of remuneration outlined in the policy table (table 1)
will apply.
Depending on the timing and circumstances of the appointment, the Committee may vary the weighting of objectives under the
EBS in the first year that the individual serves on the Board.
For an external appointment the offer may include compensation for the forfeiture of awards from a previous employer. In assessing the
level of such a buyout award, the Committee will take into account the type of incentive scheme, performance targets (and whether
they are likely to be achieved) and the performance period of the forfeited award. In so doing the Committee will seek to ensure up to
equivalence in value. To the extent that the Committee determines that it is appropriate, such awards will be share-based with vesting
subject to appropriate performance targets. The Committee reserves the right to rely on exemption 9.4.2 of the Listing Rules to enable
a buyout award to be made. In such circumstances any arrangement put in place will only compensate for remuneration lost and will
take the form of performance-related variable remuneration. For internal promotions, the Committee reserves the right to satisfy
pre-existing executive incentive awards and other obligations which may be in place at the time of appointment.
Our share ownership guidelines were adopted on 1 April 2012. Executive directors are expected to meet the guideline within
a five-year period from 1 April 2012 or, if later, the date of their appointment to the Board. The Committee may vary the length
of the periods within which the shareholding may be acquired.
The Companys shareholding guidelines seek to strengthen further the alignment of the executive directors with shareholders.
Executive directors are expected to build up a significant interest in the Companys shares equivalent to one times their individual
salaries, based on the value of such shares at the time of their acquisition or their current market value, whichever is the higher.
Shares that count towards this guideline include those held by the executive directors spouse and/or dependent children plus any
vested shares awarded under a Company share plan.
90 Governance

Relocation of executive directors and expatriate assistance
In circumstances where an executive is employed on an international assignment, their arrangements will be managed in a way that
is consistent with other internationally mobile employees across the Group. International assignment remuneration may incorporate
tax equalisation so that, whilst on assignment, the executive director will not have to pay any more tax than they would have paid
had they remained in their home location. It is also likely to include additional allowances to reflect any cost of living and lifestyle
differences between the assignees home and assignment locations and support to fund accommodation and schooling (if the
executive has dependants of school age).
Executive directors contracts
The service agreements of executive directors who served during the year are summarised in table 3.
Table 3: Executive directors service agreements
James Cullens1
Heath Drewett
Alun Griffiths2
Uwe Krueger
Notice period
(months)
12
12
12
12
Contract date
26 February 2014
17 April 2009
18 April 2007
1 June 2011
Effective date
of contract
1 July 2014
15 June 2009
13 March 2007
14 June 2011
Unexpired term
of contract
Rolling contract
Rolling contract
Contract ends on 30 July 2014
Rolling contract
1. James Cullens will join the Company on 1 July 2014.

2. Alun Griffiths will retire from the Company on 30 July 2014.
Copies of each directors service agreement will be available for inspection prior to and during the AGM and are also available
for inspection at the Companys registered office during normal business hours.
In setting its policy on notice periods, the Company takes into account market practice and the need to attract and retain the
best talent.
In line with current market practice, the executive directors have rolling service contracts which are terminable on giving 12 months
notice. On the recruitment of an executive director who previously had a longer notice period (commonly seen outside the UK),
the Committee reserves the right to mirror the notice period with it reducing on a rolling basis to 12 months within two years
of appointment.
No service agreement provides for predetermined amounts of compensation in the event of early termination of service contracts
or a change in control.
The Committee retains its discretion to make a payment in lieu of notice which will be limited to one years base salary, benefits
and pension. The Committee also retains its discretion to make phased payments. The service agreements include a duty for the
executive director to mitigate loss and any payment in lieu of notice may be reduced to take account of such mitigation (for example
if alternative employment is taken up). There is no contractual obligation to pay annual bonus. Depending on the circumstances,
the Committee has the discretion to make a pro rata bonus payment, linked to the original performance conditions and delivered
entirely in cash.
Governance 91

The executive directors entitlements to any bonus and unvested share awards granted in connection with the EBS or under the
terms of the LTIP and LGU will be treated in accordance with the terms of the relevant plan rules, summarised in table 4.
Vested and unvested

award exercisable/
transferable within
six months of leaving.
The entire EBS
entitlement will be paid
in cash with no deferred
share award.
Termination for
gross misconduct
or other grounds
of fair dismissal.
No entitlement.
Termination due
to resignation for
another role.
Corporate event
(e.g. change in control,
reconstruction,
winding-up).
LTIP award
LGU award
Unvested award
pro-rated and
exercisable/transferable
within six months from
the vesting date subject
to satisfaction of
performance condition.
Unvested award
pro-rated and subject
to the normal vesting
schedule and satisfaction
of underpin.
Vested award exercisable/

transferable within

transferable within

transferable within
six months of leaving;
unvested award lapses.

transferable within
Vested units exercisable

within six months of
leaving.
No entitlement if
employment ceases prior
to the completion of
the performance period.

transferable within

transferable within
Vested units exercisable

within six months of
leaving.
If employment ceases
after the completion of
the performance period
the maximum two-thirds
EBS cash may be paid
subject to performance
conditions being satisfied.
If employment ceases
after the completion of
the performance period
the one-third EBS
deferred share award will
be forfeited.
Award pro-rated subject

to performance
Vested and unvested

awards exercisable/
transferable on corporate
event.
Unvested award
pro-rated and
exercisable/transferable
on corporate event if
performance condition
has been satisfied.
Unvested award
pro-rated and exercisable
on corporate event
if underpin has been
satisfied.

transferable within
six months of the
corporate event.
Unvested units lapse.
Governance
Award pro-rated subject

to performance
Unvested units lapse.

transferable within
six months of the
corporate event.
The Committee reserves the right to make additional compensatory payments where such payments are made in good faith and
following the receipt of: (i) the discharge of an existing legal obligation (or by way of damages for breach of such an obligation);
and (ii) settlement or compromise of any claim arising in connection with the termination of a directors office or employment.
Payment of the leavers reasonable legal fees will also be permissible.
External directorships
The Board and the Committee recognise the benefit we can obtain if our executive directors serve as non-executive directors of other
companies. Subject to review in each case, the Boards general policy is that each executive director may accept one non-executive
directorship with another FTSE 350 company from which any fees received may be retained. The Board also encourages executive
directors to undertake pro bono appointments with charitable or professional organisations to aid their personal development and
further enhance the profile of the Company.
Executive Bonus
Scheme deferred
share award
Agreed termination
(e.g. retirement or
ill health).
Executive Bonus
Scheme cash
award
Strategic Report
Table 4: Executive directors entitlements to bonus and unvested share awards
92 Governance

E. Remuneration policy for the chairman and non-executive directors

Remuneration policy
Table 5 summarises the remuneration policy for the Companys chairman and non-executive directors.
Table 5: Remuneration policy for the Companys chairman and non-executive directors
Component of
remuneration
Fixed fees
Purpose and link

to strategy
To attract and retain high-calibre individuals by offering market-competitive fixed fees commensurate
with time commitment and responsibilities.
Operation
Fees
All fees are paid in cash in arrears.
The chairman is paid a basic fee. The non-executive directors are paid a basic fee and, if applicable,
additional fees for chairmanship and membership of the Audit and Remuneration Committees.
An additional fee is also paid to the director who serves as the senior independent director.
Reviewed annually by the executive directors with any changes effective from 1 April. A review
does not automatically give rise to an increase in fees.
Benchmarked periodically against published fee data for companies of similar size and complexity
and bespoke comparator groups as appropriate to ensure that fees remain market-competitive.
Considered in light of economic climate, market conditions, Company performance, pay and
conditions across the wider workforce, the non-executive director role, remit and the level of
salary increases made in the rest of the business.
No recovery provisions apply to fees.
Expenses
Fees for the chairman are currently inclusive of normal travel expenses for travelling to and from the
Groups London office. However, the Committee may pay such expenses in the future. Expenses
are payable on all travel and subsistence payments to the non-executive directors and are grossed
up where such expenses are deemed to be a taxable benefit by HM Revenue & Customs (HMRC).
The Company may also meet the cost of compliance with HMRCs individual reporting requirements
where the director is not resident in the UK. The chairman and non-executive directors are not
eligible for a pension, share incentives, annual bonus or any similar payments other than out-ofpocket expenses in connection with the performance of their duties.
Opportunity
Fee increases for non-executive directors will normally not exceed the average salary increases
across the Group. Increases above this level may be made in specific situations, such as significant
additional time commitment from non-executive directors in exceptional or unforeseen
circumstances. The details and reasoning behind such an exceptional increase will be disclosed
in the Annual Remuneration Report.
In aggregate, total fees (basic fees plus additional fees) paid to the chairman and non-executive
directors shall not exceed 600,000 per annum as set out in the Companys articles of association
(as amended with shareholder approval from time to time).
Performance
When determining fee increases the performance and time commitment of the non-executive
directors is considered.
Letters of appointment
The chairman and non-executive directors have letters of appointment stating their annual fee. Their appointment is for an initial
term of three years subject to satisfactory performance and their re-election at forthcoming AGMs. Their appointment may be
terminated with six months written notice at any time. There are no entitlements in respect of loss of office. All directors are subject
to re-election at the Companys AGM.
Governance 93

Table 6 summarises the dates of appointment and most recent re-election dates for the chairman and each of the
non-executive directors.
Name of director
Fiona Clutterbuck
Allan Cook
Allister Langlands
Thomas Leppert
Raj Rajagopal
Rodney Slater
Date of appointment
as a non-executive director
13 March 2007
10 September 2009
4 September 2013
1 October 2013
24 June 2008
9 September 2011
Date of last election/

re-election at AGM
31 July 2013
31 July 2013
n/a
n/a
31 July 2013
31 July 2013
Expiry of current
three-year term
13 March 2016
10 September 2015
4 September 2016
1 October 2016
24 June 2014
9 September 2014
Strategic Report
Table 6: Dates of appointment and most recent re-election dates for the chairman and each of the non-executive
directors
Copies of letters of appointment of the chairman and non-executive directors will be available for inspection prior to and during
the AGM and are also available for inspection at the Companys registered office during normal business hours.
When recruiting a chairman, fees will be set taking into account the calibre of the candidate, the level of existing remuneration,
the jurisdiction the candidate is recruited from and the individuals skill and experience. Any new non-executive directors will be
paid in accordance with fee levels in place at the time of their appointment.
F. Matters considered when determining remuneration policy for directors

Remuneration in the context of the wider Group
Governance
Recruitment of chairman and non-executive directors
As a people business our reward and incentive structures are critical to the success of our business. Participation in the success
of the Group, both through bonus arrangements and, for the SLT, through long-term share-based awards, is a cornerstone of
our remuneration framework. The Committee also recognises the importance of having reward structures that create a sense
of ownership and participation in the long-term growth of our shares. All UK employees are eligible to participate in the SIP and,
at the 2013 AGM, we obtained approval for new all-employee share plans in the UK, the US and other major jurisdictions in
which the Group operates.
As many of the Companys UK-based employees are shareholders through the SIP they, like other shareholders, are able to express
their views on directors remuneration at each general meeting via voting on the remuneration resolutions.
The Committee does not consult formally with employees regarding executive remuneration but regularly reviews the remuneration
of employees throughout the Group to ensure that it is attuned to general pay and conditions when considering the remuneration
of executive directors. For example, in determining salary increases for the executive directors, the Committee looks at salary increases
across the Group.
Consideration of shareholder views in developing policy
For example, in determining the new remuneration framework established in 2012/13 the Committee consulted extensively with
shareholders. This highlighted the importance of incorporating a cash flow measure in the annual bonus scheme, as this is a key
indicator by which the Company and its shareholders measure the performance of the business. In response, a cash conversion target
was incorporated in the annual bonus for the executive directors and other senior management from 2013. During 2013 we have
engaged with Institutional Shareholder Services (ISS) to understand better its concerns with respect to the LGU as expressed in its
proxy voting report. These concerns related largely to transparent disclosure of the performance metrics that are taken into account
when determining vesting. In response, the Annual Remuneration Report provides more explicit detail of the criteria by which the
Committee will assess progress against strategy for the awards made in 2013 and, in future years, will give a full explanation of the
Committees decision on whether or not the awards have vested during the year being reported on.
More generally, in developing the policy disclosed in this report we have considered the views of our majority shareholders based
on published guidance and direct feedback from prior conversations.
The Committee regularly consults with shareholders on matters relating to executive remuneration. When significant changes are
planned to remuneration, the Committee seeks feedback from investors and develops and considers its proposals in light of this
feedback.
94 Governance
Remuneration Report
Annual Remuneration Report
This section of the Directors Remuneration Report sets out the Companys remuneration of its executive and non-executive directors
(including the chairman) during the financial year ended 31 March 2014 and will, together with the annual statement by the
Committee chairman, be proposed for an advisory vote by shareholders at the AGM on 30 July 2014. It has been prepared on the
basis prescribed in the Regulations and also includes the items required to be disclosed under Listing Rule 9.8.8R. Where required,
data has been audited by PricewaterhouseCoopers LLP and this is indicated where appropriate.
Relative importance of spend on pay
Table 7 sets out total employee costs and distributions to shareholders for the years ended 31 March 2013 and 31 March 2014.
Table 7: Relative importance of spend on pay
2012/13
m
891.7
30.0
Total employee costs (including directors)1

Distributions to shareholders2
2013/14
m
924.3
31.7
% change
3.66
5.67
1. Total employee costs represent amounts included in note 6 to the Financial Statements.
2. Distributions to shareholders include the total dividends paid in respect of each financial year.
Percentage change from 2013 to 2014 in remuneration of director undertaking the role of chief executive officer
Table 8 shows the change in remuneration, from 2013 to 2014, of the chief executive officer and a comparator group consisting of all
UK employees.
Table 8: Change in chief executive officer and employee pay from 2013 to 2014
% change
in salary
3.44%
4.74%

Comparator group1
% change
in taxable
benefits
-8.44%
4.89%
% change
in annual
bonus
7.06%
2.97%
1. The comparator group consists of all UK-based employees within the Atkins Group excluding the chief executive officer. This comparator group has been chosen for
the purpose of this comparison as the chief executive officer is employed in the UK.
Chief executive officer pay for performance comparison over the last five years
Figure 3 provides a comparison of the Companys total shareholder return (TSR) with that of the FTSE 250 Index, based on an initial
investment of 100 over the five-year period ended 31 March 2014. This index is considered the most appropriate index against which
to measure performance as the Company has been a member of the FTSE 250 for the whole of the five-year period.
Figure 3: Total shareholder return
Notional value of investment
400
Atkins
320
FTSE 250
240
160
80
2009
2010
2011
2012
2013
2014
Source: Datastream
Related section
Find out more about our reward

for our people on page 51
Governance 95

Table 9 summarises the total remuneration for the chief executive officer over the last five years, and the outcomes of short- and
long-term incentive plans as a percentage of maximum.
Financial year
Total remuneration (single figure) 000
Annual bonus (% of maximum)
Long-term variable pay (% of maximum) LTIP
Long-term variable pay (% of maximum) LGU
2009/10
Keith Clarke
1,072.0
100.0
45.7
n/a
2010/11
Keith Clarke
932.4
97.5
n/a
2011/12
2011/12
2012/13
2013/14
Keith Clarke1 Uwe Krueger1 Uwe Krueger Uwe Krueger
289.4
986.8
1,387.8
2,174.52
70.0
71.8
93.0
96.7
68.7
n/a
1. Keith Clarke retired as a director on 31 July 2011 and Uwe Krueger was appointed as a director on 14 June 2011.
2. Total remuneration (single figure) includes 732.8k in respect of the 2011 LTIP award.
Strategic Report
Table 9: Remuneration for the chief executive officer over the last five years
Single total figures of remuneration for 2013/14 executive directors (audited)
Table 10 sets out in the required form the total remuneration paid to each of our executive directors for the financial year ended
31 March 2014.
Sub-total
Annual bonus3
Variable elements of reward

Other
Vested LTIP4 payments
Sub-total
Total
2013/14 2012/13 2013/14 2012/13 2013/14 2012/13 2013/14 2012/13 2013/14 2012/13 2013/14 4 2012/13 2013/14 2012/13 2013/14 2012/13 2013/14 2012/13
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
000
Heath
Drewett 335.0 312.0
Alun
Griffiths 235.0 227.0
Uwe
Krueger 566.5 550.0
Total
1,136.5 1,089.0
14.9
15.0
83.8
78.0
433.7
405.0
330.8
308.1
414.9
8.25
753.9
308.1 1,187.6
713.1
14.6
14.8
28.2
27.2
277.8
269.0
235.0
224.2
306.0
7.55
14.95
548.5
239.1
826.3
508.1
44.5
74.0
48.6
78.4
141.6
253.6
137.5
752.6 736.1 684.5 639.4 732.8
242.7 1,464.1 1,410.1 1,250.3 1,171.7 1,453.7
4.66
20.3
12.36 1,421.9
651.7 2,174.5 1,387.8
27.2 2,724.3 1,198.9 4,188.4 2,609.0
1. Taxable benefits principally comprise medical insurance/healthcare allowance, company car or car allowance and, in respect of Uwe Krueger, an expense allowance
of 15,000 per year.
2. Cash value of defined contribution or cash equivalent.
3. Value of total bonus (two thirds cash and one third shares). Further detail on bonus payments is provided in table 16.
4. LTIP awards are in the form of nil-cost options. The figures above relate to awards made in 2011. The TSR performance condition attached to these awards has
been met in full. The EPS condition has been met in part. The awards vest and are capable of being exercised from 20 June 2014. The disclosed value is based on
the average mid-market quotation of the Companys shares for the three months ended 31 March 2014 and includes the value of dividend equivalents which will
be payable following exercise. The final value of the LTIP will be on the basis of the Companys share price on vesting.
5. Dividend equivalent payment made following the exercise during the year of an award made in connection with an EBS deferral under the terms of the Atkins
Deferred Share Plan.
6. Uwe Krueger receives an aggregate allowance for travel expenses incurred between his home and the UK during the first five years following his appointment of
39,000 (a direct replacement for the rental allowance disclosed in 2011).
Salary
Fixed elements of reward

Taxable
benefits1 Pension2
Governance
Table 10: Total 2013/14 remuneration executive directors
96 Governance

Single total figures of remuneration for 2013/14 chairman and non-executive directors (audited)
Table 11 sets out in the required form the total remuneration earned by our chairman and non-executive directors for the financial
Table 11: Total 2013/14 remuneration chairman and non-executive directors
Fees

2013/14
2012/13
000
000
Chairman
Allan Cook
Non-executive directors
Fiona Clutterbuck
Allister Langlands
Raj Rajagopal
Rodney Slater
Thomas Leppert
Former non-executive directors
Admiral the Lord Boyce1
Joanne Curin2
Total
Taxable benefits3
Total
2013/14
2012/13
2013/14
2012/13
000
000
000
000
195.8
190.0
2.1
2.4
197.9
192.4
53.9
26.9
54.0
46.5
21.3
49.2
52.7
45.2
5.3
0.1
2.3
53.9
32.2
54.1
48.8
21.3
49.2
52.7
45.2
17.2
41.7
457.3
50.2
48.7
436.0
9.8
2.4
17.2
41.7
467.1
50.2
48.7
438.4
1. Lord Boyce retired from the Board on 31 July 2013. This remuneration relates to the proportion of the year for which he held office.
2. Joanne Curin retired from the Board on 31 January 2014. This remuneration relates to the proportion of the year for which she held office.
3. Includes business expenses chargeable to income tax.
The total amount of fees paid to the chairman and non-executive directors was 457.3k (2013: 436.0k) which is within the limit
set in the Companys articles of association, which have been previously approved by shareholders.
Implementation of remuneration policy: executive directors
Salary
The salary of each of the executive directors increased with effect from 1 April 2013 as set out in table 12 (below) in accordance
with the disclosed policy (page 85). Uwe Kruegers and Alun Griffiths salaries increased by 3% and 3.5% respectively, in line with
the average salary increase across the Group of just above 3%.
As disclosed in the 2013 remuneration report, Heath Drewett received a salary increase of 7.4%. This increase, which was above
the average salary increase across the Group, reflected the expanded remit of his role, which encompassed several areas traditionally
carried out by a chief operating officer, delivery of operational improvement programmes and increased involvement in the
development of strategy.
The Committee has increased the salaries of the executive directors with effect from 1 April 2014 as set out in table 12 in accordance
with the disclosed policy (page 85). The average salary increase for Group employees was 3.96%.
Table 12: Executive director salaries
Name
Heath Drewett
Alun Griffiths
Uwe Krueger
Salary from
1 April 2014
347,000
243,000
586,000
Increase
in salary
from prior
year
3.6%
3.4%
3.4%
Salary from
1 April 2013
335,000
235,000
566,500
Increase
in salary
from 2012
7.4%
3.5%
3.0%
Governance 97

Pension (audited)
Defined contribution pension contributions or a cash allowance in lieu of pension contribution for the executive directors are shown
in table 13.
The maximum Company contribution to the defined contribution pension of other UK-based staff is 10% of salary, except for those
affected by the removal of the link to final salary, as discussed further below. Heath Drewett and Uwe Krueger receive higher
contributions reflecting their roles as executive directors.
Alun Griffiths retains an entitlement to a defined benefit pension on the same basis as other long-serving UK employees. During 2011
a consultation was held with staff with a defined benefit pension entitlement to remove the link to final salary via an amendment
to their contracts of employment. From 1 February 2012 this final salary link was removed and transitional relief is being paid to all
employees (including Alun Griffiths) affected by the contractual change. The transitional relief is 2% of salary until 2015 and a further
3% from 2015 to 2018. This is in addition to the maximum Company contribution of 10% of salary.
Table 14 gives details of pensions or, where applicable, taxable allowance in lieu of pension provided to executive directors for the
Table 14: Pension payments
Name
Heath Drewett
Alun Griffiths
Uwe Krueger
Employer
contribution
2013/14
37,487
Cash in lieu
of pension
2013/14
46,264
28,200
141,625
Accrued
defined
benefit
pension as
Employer
at 31 March contributions
2014
2012/13
49,920
82,394
Cash in lieu
of pension
2012/13
28,080
27,240
137,500
Normal
retirement
age1
n/a
60
n/a
1. Normal retirement age is the earliest age at which a director can elect to draw their pension under the rules of the scheme.
Governance
Pension contribution as a % of salary

25
12
25
Name
Heath Drewett
Alun Griffiths
Uwe Krueger
Strategic Report
Table 13: Defined contribution pension contribution or cash allowance
98 Governance

Annual bonus: 2013/14 performance against targets (audited)

The Committees assessment of performance in the financial year ended 31 March 2014 is shown in table 15.
Table 15: Assessment of performance and bonus payout
Component
Overview of performance
Group profit after tax

(50%)
The Group has delivered another set of good results in an international market that continues
to experience a range of operating challenges.
The reported profit after tax was 96.3m (2013 restated: 84.3m). The Committee adjusted actual
performance downwards to remove the impact of significant one-off items to ensure that payment
reflected underlying performance. The adjusted profit after tax result was 86.2m (2013 restated:
81.0m), exceeding the stretch target of 83.4m for the year (2013 restated: 80.9m). This resulted
in full payment of this component of bonus. The Committee considered quality, safety and
environmental performance when making the bonus awards and determined that no adjustment
was necessary.
Cash conversion
(25%)
The cash conversion target measured operating cash flow as a percentage of budgeted profit.
The Groups cash performance was good, with operating cash flow increasing to 95.5m
(2013: 82.9m).
The half year and full year stretch cash conversion targets were 40% and 85% respectively. The
half year cash conversion result was 43% and the full year result was 85% leading to full payment
for this component of the bonus.
Personal objectives
(25%)
Heath Drewett
Payment of 95% achieved for:
the successful conclusion of repayment plan negotiations with the trustee of the Atkins Pension
Plan following the conclusion of the 2013 triennial valuation
successfully driving improvements to operational and financial performance with specific
reference to project performance
implementing changes to improve the budget structure and associated processes.
Alun Griffiths
Payment of 100% achieved for:
successfully strengthening regional management teams and developing a more robust talent
pipeline
progress in embedding the Groups leadership capability model in development, assessment,
promotion and succession processes
internationalisation of the Groups recruitment process to provide access to a broader talent pool.
Uwe Krueger
Payment of 86.7% achieved for:
successfully executing the Groups strategy and improving operational performance
continuing focus and initiatives to increase the Companys influence and standing in its
chosen markets
successfully implementing robust internal succession initiatives.
Annual bonuses payable to the executive directors for the financial year ended 31 March 2014 are shown in table 16. Two thirds
will be payable in cash and one third will be deferred into shares for three years subject to continued employment.
Table 16: Annual bonuses

2013/14 bonus
Name
Cash Deferred
Total
Heath Drewett 220,542 110,271 330,813
235,000
Alun Griffiths1 235,000
Uwe Krueger 456,347 228,174 684,521
1. Alun Griffiths retires from the Company on 30 July 2014.
% of
salary
98.8
100.0
120.8

Increase/
(decrease)
in annualised
bonus from
prior year
Cash
7.4% 205,400
4.8% 149,442
7.1% 426,250
2012/13 bonus
Deferred
Total
102,700 308,100
74,721 224,163
213,125 639,375
% of
salary
98.8
98.8
116.3
Increase/
(decrease)
in annualised
bonus from
prior year
35.3%
37.2%
29.5%
Governance 99
Annual bonus: 2014/15 performance targets

The Committee has determined that the bonus for the year ending 31 March 2015 will be operated on similar terms to 2013/14.
50% of the bonus will be based on Group profit after tax performance. 50% of the maximum will be paid for meeting the budgeted
profit after tax target and 100% for meeting a stretch target. 25% of the bonus will be based on a cash conversion measure. The
profit after tax and cash conversion targets are considered commercially sensitive so will not be disclosed, although the Committees
assessment of performance against these targets will be confirmed in next years report. The remaining 25% will be based on
individual objectives aligned to key strategic areas for each executive director.
Table 17 provides the headline strategic areas under which performance targets have been set. The performance targets which apply
to these areas are measurable, challenging and subject to rigorous review by the Committee, both at the time they are set, during
the year and at the year end when performance is assessed. Subject to commercial sensitivity, we intend to provide an overview of
the Committees assessment of performance against the underlying targets in next years report.
Strategic Report

Table 17: Strategic areas included in 2014/15 annual bonus

Strategic area
Heath Drewett
Pension deficit
Financial and major project reporting
Opportunities to accelerate EPS growth
Alun Griffiths
Transition to new HR leadership

Senior management development
Succession planning
Uwe Krueger
Leadership development
Succession planning
Opportunities to accelerate EPS growth
Governance
Name1
1. Strategic areas for James Cullens, who has been appointed with effect from 1 July 2014, will be determined once he joins the Company.
Table 18: 2011 LTIP awards

TSR condition
Target for vesting

Actual vesting
Threshold
Maximum
Upper quartile
Upper
(ranked 45
Median
quartile
out of 194)
30%
100%
100%
Target for vesting

Actual vesting
Threshold
Maximum
4%
10%
12.48%
33.10%
14.7%
30%
100%
37.4%
FTSE 250 (excluding investment trusts)

Vesting level
EPS condition
EPS growth above RPI1

EPS growth over the performance period
Vesting level
1. EPS adjusted to remove the impact of changes to IAS 19 to enable a like-for-like comparison with 2011 EPS.
50% of the award was subject to a TSR condition. This performance measure has been met in full. The remaining 50% was subject
to an EPS condition. In order to ensure that the performance of this element was determined on a consistent basis with the calculation
of EPS at award, the Committee adjusted for the impact of the material IAS 19 accounting change introduced during the final year
of the performance period. This adjustment resulted in an increase from the reported EPS of 88.1p to an adjusted EPS of 95.3p.
Accordingly, 37.4% of the shares subject to this element of the award will vest.
LTIP outcomes in 2013/14 (audited)

The long-term incentive values shown in the single total remuneration figure table (table 10) relate to LTIP awards granted in 2011
and for which the performance period ended on 31 March 2014. The performance targets and vesting levels are set out in table 18.
100 Governance

LTIP and LGU awards in 2013/14

The long-term incentive framework is built around two performance measures, both of which are simple in design and fundamentally
aligned to the creation of shareholder value, as illustrated in figure 4:
Growth in EPS. The primary metric for measuring the delivery of our growth objective over the medium to long-term. It is
incorporated into the long-term incentive framework via the LTIP, which is our primary long-term incentive vehicle, reflecting the
importance of EPS growth to our strategy
Sustained growth in the share price. This ensures alignment between executive reward and sustained share price growth over
the long-term, representing the ultimate measure of performance for our shareholders, and is incorporated into the long-term
incentive framework via the LGU.
Figure 4: Long-term incentive framework
Performance measure
EPS
Share price growth
Delivery mechanism
LTIP
LGU
3 years
4, 5 and 6 years
Vesting period
Executive directors received a LTIP award of 75% of salary. The vesting of these awards is subject to the EPS targets described
in table 19.
Table 19: LTIP performance measure for awards made in 2013
Atkins EPS growth
12% or greater per annum
Between 5% and 12% per annum
5% per annum
Below 5% per annum
% of award that vests

100
Pro rata between 25 and 100 on a straight-line basis
25
0
The Committee believes that these EPS targets are appropriate and stretching in the current environment. Performance against
these targets will be measured from 1 April 2013 to 31 March 2016.
Executive directors also received a LGU award of 50% of salary. The vesting of each tranche of this award is subject to the
Committees assessment of the Groups progress against its strategy. This will include:
driving margins over the longer term above 8%
reducing dependence on the UK (with our long-term aspiration being to have more than 75% of our business outside the UK)
growing organically and through acquisition.
LTIP and LGU awards made during the year are set out in table 20.
Table 20: LTIP and LGU awards made during the year (audited)
Heath Drewett
Date
Face value
Plan of award (% of basic salary)
LTIP 24/06/13
75%
LGU 24/06/13
50%
Face value1
()
251,112
167,497
Target performance
(% of face value)
25%
8.3%
Alun Griffiths
LTIP 24/06/13
LGU 24/06/13
75%
50%
176,152
117,495
25%
8.3%
Uwe Krueger
LTIP 24/06/13
LGU 24/06/13
75%
50%
424,656
283,244
25%
8.3%
Stretch performance
End of
(% of face value) performance period
100%
31/03/16
16.7%
31/03/17
31/03/18
31/03/19
100%
31/03/16
16.7%
31/03/17
31/03/18
31/03/19
100%
31/03/16
16.7%
31/03/17
31/03/18
31/03/19
1. Face value for the LTIP awards has been calculated using the middle market quotation for an Atkins ordinary share on the date of grant, which was 9.73. Face value
for the LGU awards has been calculated using the middle market quotation for an Atkins ordinary share during the six months immediately preceding the date of
grant, which was 8.8249. The stated values exclude any amount attributable to dividend equivalents over the relevant performance periods.
Governance 101

LTIP and LGU awards to be made in 2014/15

The Committee intends to make LTIP and LGU awards to Uwe Krueger and Heath Drewett on the same basis as the awards made
in the financial year ended 31 March 2014.
Executive director changes in 2014/15

James Cullens was appointed to succeed Alun Griffiths as Group HR director. As previously announced, James will join the Board
as an executive director on 1 July 2014 and Alun will retire at the AGM on 30 July 2014.
James has been appointed with a salary of 270,000 per annum, a pension allowance of 25% of salary and a maximum bonus
opportunity of 100% of salary, of which one-third will be deferred into shares for a period of three years. He will also be eligible to
receive LTIP and LGU awards and other benefits at the levels contained within the future policy table (table 1). Jamess appointment
followed an extensive search process and his salary and package is within the competitive market range.
Strategic Report
All-employee share plans

Uwe Krueger, Heath Drewett and Alun Griffiths participate in the SIP.
The following arrangement will apply to Alun as a consequence of his retirement following 28 years of service to the Group:
any bonus due for the financial year ending 31 March 2015 will be paid in July 2015 in cash to the extent to which the relevant
performance conditions have been met
deferred share awards made under the terms of the DSP will vest on 30 July 2014 and be exercisable within six months of
his retirement
outstanding awards made under the Companys LTIP and LGU plans (contained in tables 23 and 24) vest in accordance with the
rules of the relevant plans subject to meeting the requirements of the applicable performance conditions; awards will be time
pro-rated as specified in the relevant plan rules.
Governance
his bonus for the financial year ended 31 March 2014, due in July 2014 as detailed in table 16, will be paid entirely in cash
Fees
The Board, on the recommendation of the executive directors, approved changes to the fees paid to non-executive directors
as set out in table 21.
Table 21: Chairman and non-executive directors fees
Fee description
Chairman fee1
Non-executive director fee
Basic annual fee
Committee chair annual fee1
Committee annual fee1
Senior independent director fee
Fee as at
1 April 2014
202,500
Increase
in fee from
prior year
3.4%
Fee as at
1 April 2013
195,750
Increase
in fee
from 2012
3.0%
44,000
7,500
4,000
5,000
3.5%
42,500
7,500
4,000
5,000
3.2%
1. No fee is paid in respect of chairmanship or membership of the Nomination Committee.
The increase to the fees of both the chairman and the non-executive directors were in line with the average increase across the Group
of 3.96% with effect from 1 April 2014 (2013: just above 3%).
Payments to past directors (not subject to audit)
Lord Boyce retired from the Board on 31 July 2013. He has continued to provide consultancy services to the Group, chairing the
Groups international advisory Board.
Keith Clarke, who retired from the Board on 31 July 2011, retained a pro-rated entitlement to 16,309 shares granted under the
terms of the Atkins Long-Term Incentive Plan. In accordance with the rules of this plan, 68.7% of his retained award will vest
on 20 June 2014 and be exercisable within six months.
Implementation of remuneration policy: non-executive directors
Alun will continue to work with the Group on a consultancy basis for the next 12 months. This will cover a number of areas including
advice and support in relation to management development and client relationships. It is anticipated that he will be engaged for
around 30 days during this period.
102 Governance

Payments for loss of office (audited)
There were no payments for loss of office made during the year.
Statement of directors shareholdings and share interests (audited)
Share ownership guidelines

Executive directors are ordinarily expected to build up an interest in the Companys shares equivalent to one times their salary,
based on the value of such shares at the time of the acquisition or their current market value, whichever is the higher.
The interests of the directors and their families in the ordinary shares of 0.5p each in the Company as at 31 March 2014 are shown
in tables 22 and 23 (below). As the shareholding guideline only came into effect on 1 April 2012 and allows five years to build up
an interest, it is not yet possible to determine whether or not it has been met, although it can be seen that all executive directors
have increased their shareholdings during the year.
There are no shareholding requirements for the chairman or the non-executive directors.
Directors interests in shares of the Company
Table 22: Executive directors interests in shares of the Company
Heath Drewett1
Alun Griffiths2
Uwe Krueger1
At 11 June
2014
10,045
37,365
21,196
As a
percentage At 31 March
of salary3
2014
38.4%
10,027
204.0%
37,347
48.0%
21,177
As a
percentage At 31 March
of salary3
2013
41.6%
534
221.1%
36,328
52.0%
20,5164
As a
percentage
of salary3
1.6%
146.2%
34.0%
1. Changes in interests of Heath Drewett and Uwe Krueger between 31 March 2014 and 11 June 2014 relate to shares acquired via the SIP.
2. Changes in interests of Alun Griffiths between 31 March 2014 and 11 June 2014 relate to shares acquired via the SIP and automatic dividend reinvestment within
an ISA.
3. Based on the value of such shares at the time of their acquisition or market value at the stated date, whichever is the higher.
4. The Company was notified on 2 July 2013 of the reinvestment of dividends to purchase a further 309 shares on 7 September 2012, hence the number stated in the
prior years report as at 12 June 2013 and 31 March 2013 was 309 shares lower.
Table 23: Chairman and non-executive directors interests in shares of the Company
Lord Boyce1
Fiona Clutterbuck
Allan Cook
Joanne Curin2
Allister Langlands3
Thomas Leppert4
Raj Rajagopal
Rodney Slater
Total
1. Resigned on 31 July 2013. Lord Boyce held 3,500 shares as at the date of his resignation.
2. Resigned on 31 January 2014. Joanne Curin held 1,000 shares as at the date of her resignation.
3. Appointed on 4 September 2013.
4. Appointed on 1 October 2013.
At 11 June At 31 March
2014
2014
n/a
n/a
4,146
4,146
17,142
17,142
n/a
n/a
5,000
5,000
5,000
5,000
31,288
31,288
At 31 March
2013
3,500
4,146
17,142
1,000
n/a
n/a
15,000
40,788
Governance 103

Share awards (audited)
Tables 24 and 25 set out details of the executive directors interests in relation to share awards made under each of the Companys
share plans.
DSP
Total
Alun Griffiths
LTIP A 3
LTIP B4
DSP
Total
Uwe Krueger
LTIP A 3
LTIP B4
DSP
21/06/10
20/06/11
13/08/12
24/06/13
21/06/10
20/06/11
02/07/12
24/06/13
20/06/11
13/08/12
24/06/13
02/07/12
24/06/13
Total
Aggregate gains on share options 2014
Aggregate gains on share options 2013
Lapsed
46,000
46,000
33,400
33,400
Midmarket
First date
price at
of exercise/
date of Gain on
end of
grant exercise performance
(pence)
()
condition
698.5
21/06/13
760.0
20/06/14
672.0
13/08/15
973.0
24/06/16
698.5
94,951
21/06/13
760.0
20/06/14
688.5
02/07/15
973.0
24/06/16
94,951
698.5
21/06/13
760.0
20/06/14
672.0
13/08/15
973.0
24/06/16
698.5
86,082
21/06/13
760.0
20/06/14
688.5
02/07/15
973.0
24/06/16
86,082
760.0
20/06/14
672.0
13/08/15
973.0
24/06/16
688.5
02/07/15
973.0
24/06/16
181,033
111,810
Date of
lapse/
expiry of
option
21/06/20
20/06/21
13/08/22
24/06/23
21/06/20
20/06/21
02/07/22
24/06/23
21/06/20
20/06/21
13/08/22
24/06/23
21/06/20
20/06/21
02/07/22
24/06/23
20/06/21
13/08/22
24/06/23
02/07/22
24/06/23
1 Plan names: LTIP A Atkins Long-Term Incentive Plan

LTIP B WS Atkins plc Long-Term Incentive Plan

DSP Atkins Deferred Share Plan
2. The awards granted under the terms of the LTIP and the DSP are structured as options, for which the exercise price is nil.
3. Subject to performance criteria described in note 35 to the Financial Statements.
4. Subject to performance criteria described in note 35 to the Financial Statements.
5. In 2010 the Remuneration Committee considered the impact of the expiry of a letter of credit in respect of the Metronet enterprise and the related provision giving
rise to a one-off, non-cash pre-tax credit of 25m in the Groups income statement for the year. It concluded that the non-trading nature of this benefit was not
a fair reflection of underlying earnings. It was therefore excluded and the lower normalised basic EPS for the year ended 31 March 2010 of 79.4p was used to calculate
the vesting of LTIP awards made in 2007 and was also used as the EPS for the financial year immediately before the commencement of the performance period for
the 2010 awards.
Governance
LTIP B4
Award
date
21/06/10
20/06/11
13/08/12
24/06/13
21/06/10
20/06/11
02/07/12
24/06/13
Number
of shares
Market
under
price on
option at
exercise
31 March
(pence)
20142
40,000
35,082
25,808
1014.0000
11,154
11,002
10,549
133,595
29,500
25,524
18,104
1004.3415
8,310
7,895
7,675
97,008
70,648
61,844
43,644
19,078
21,892
217,106
Heath Drewett
Plan
name1
LTIP A3
Number
of shares
under
option at
1 April
2013 Granted Exercised
46,0005
40,000
35,082
25,808
9,364
9,364
11,154
11,002
10,549
152,602
36,357
9,364
33,4005
29,500
25,524
18,104
8,571
8,571
8,310
7,895
7,675
113,200
25,779
8,571
70,648
61,844
43,644
19,078
21,892
151,570
65,536
Strategic Report
Table 24: Directors share options and long-term incentives DSP and LTIP (nil-cost options)
104 Governance

Table 25: Directors long-term incentives LGU Plan (units)
Plan
name1
Heath Drewett
LGU2
Award
date
Number
of units
under
option at
1 April
2013 Granted Exercised
13/08/12
24/06/13
21,705
Total
Alun Griffiths
LGU2
13/08/12
24/06/13
Total
Uwe Krueger
LGU2
13/08/12
24/06/13
Total
Aggregate gains on units 2014
Aggregate gains on units 2013
Lapsed
Number
of units
under
option at
31 March
20143
Market
price on
exercise
(pence)
Midmarket
First date
price at
of exercise/
date of Gain on
end of
grant exercise performance
(pence)
()
condition
Date of
lapse/
expiry of
option
18,980
21,705
18,980
672.0
973.0
13/08/16
24/06/17
13/08/22
24/06/23
21,705
15,792
18,980
13,314
40,685
15,792
13,314
672.0
973.0
13/08/16
24/06/17
13/08/22
24/06/23
15,792
38,263
38,263
13,314
32,096
32,096
29,106
38,263
32,096
70,359
672.0
973.0
13/08/16
24/06/17
13/08/22
24/06/23
1. Plan names: LGU WS Atkins plc Long-term Growth Unit Plan.

2. The awards granted under the terms of the LGU are structured as units.
3. Subject to a strategic underpin as described in note 35 to the Financial Statements.
Other Information
The Remuneration Committee
The Remuneration Committee is a committee of the Board. Its terms of reference are available on the Companys website
www.atkinsglobal.com or on request from the company secretary. The Committee has responsibility for setting remuneration policy
and structure for the Companys chairman and executive directors. The Committee also has oversight of remuneration practices
across the Group. A summary of the Committees activities during the year is shown in figure 1 (page 82).
Table 26: Members of the Committee during the year
Member
Admiral the Lord Boyce
Fiona Clutterbuck
Raj Rajagopal
Rodney Slater
From
5 May 2004
15 June 2009
1 March 2009
9 September 2011
To
31 July 2013
To date
To date
To date
The Committee met eight times during the year (2013: six). Details of the attendance of members at meetings can be found in the
Corporate Governance Report (page 69).
Committee meetings are attended by the Group HR director, Alun Griffiths. The chairman of the Board and the chief executive officer
also attend meetings at the discretion of the Committee chairman. The company secretary acts as secretary to the Committee.
No director or other attendee, including the company secretary, participates in discussions regarding their own remuneration.
Advisors to the Committee
During the year the Committee undertook a comprehensive tender process for the provision of advisory services. As a result of this
process, the Committee appointed Towers Watson Limited (Towers) as the provider of advice on remuneration policy and structure,
replacing Deloitte LLP (Deloitte). Towers is a member of the Remuneration Consultants Group (RCG) and adheres to its code of
conduct. Table 26 provides a summary of advice received from each advisor to the Committee, fees paid and any other services
provided by the advisor to the Group. The Committee is satisfied that the advice it has received has been objective and independent.
The Committee also consulted the chairman of the Board, the chief executive officer, the Group HR director and the company
secretary regarding remuneration policy.
Governance 105

Table 27: Advisors to the Committee

Services provided
Advises the Committee on
remuneration policy and structure
Fees
10,000
Deloitte
Advised the Committee on

remuneration policy and structure,
advised on TSR outcomes
Legal services, principally the drafting
of share plan rules in accordance with
policy determined by the Committee
Legal services, principally interpretation
of share plan rules
7,500
Ashurst
Tapestry
Other services provided to the Group

Supporting management, with the approval
of the Committee, on matters relating to senior
management remuneration.
Accounting disclosures for pension costs and risk broking.
Supporting management, with the approval of the
Committee, on matters relating to senior management
remuneration.
Ashurst is one of a number of legal firms that provide
legal advice and services to the Company on a range
of matters.
Supporting management with international share
plan compliance.
6,600
832
Strategic Report
Advisor
Towers
DSP share awards can only be satisfied using market purchase shares held in the employee benefit trust (EBT). LTIP and LGU share
awards can be satisfied using new issue shares, shares held in treasury or market purchase shares held in the EBT. The Committee
reviews the hedging and dilution position of the Company at least bi-annually prior to making grants of share awards. Both the
LTIP and LGU operate 5% in 10 years (executive schemes) and 10% in 10 years aggregate dilution limits, in line with best practice.
At 31 March 2014 the EBT held 2,524,663 shares to hedge outstanding awards over 3,925,406 shares and 361,169 units. Using an
approximation of one unit to one share, at this date the EBT held shares to satisfy 64% of all outstanding awards. No new issue
shares have been used to satisfy share awards since 2005 and, to date, no treasury shares have been used.
Governance
Dilution
Outside appointments for executive directors
Uwe Krueger and Alun Griffiths are currently non-executive directors of the companies listed in table 28 and retain the fees payable,
as outlined in respect of these appointments.
Alun Griffiths
Organisation name
ONTEX S.A. (Zele, Belgium)
STR Holdings, Inc. (Connecticut,
USA) to 14 May 2013
SUSI Partners AG (Zurich,

Switzerland)
The McLean Partnership Ltd
Severfield plc from 1 May 2014
Remuneration basis
60,000 per annum
Annual grant of ordinary shares in STR Holdings, Inc. to the
value of US$52,500
Fee of US$2,000 for each scheduled quarterly board and
committee meeting attended
Annual grant of restricted stock to the value of US$45,000,
which will vest on the day immediately preceding the day
of the next annual meeting of stockholders
1% of the companys value relating to three years service
on the board
10,000 per annum
40,000 per annum basic fee
5,000 per annum for serving as chairman of the
Shareholder voting and engagement
The voting results for last years Remuneration Report are set out in table 29.
Table 29: Remuneration Report shareholder voting results
Resolution
Approval of the Remuneration Report
Votes for
(m)
57.3
% For
85
Votes against
(m)
10.1
% Against
15
Total votes
Votes
cast (m) withheld (m)
67.4
1.4
Refer to the letter from the Remuneration Committee chairman for a detailed commentary on the voting results (page 81).
Dr Raj Rajagopal
Chairman of the Remuneration Committee
11 June 2014
Executive director
Uwe Krueger
Table 28: Non-executive remuneration for executive directors
106 Governance
Independent Auditors Report

to the members of WS Atkins plc
Report on the financial statements
Our opinion
In our opinion:
the financial statements, defined below, give a true and fair view of the state of the Groups and of the Companys affairs
as at 31 March 2014 and of the Groups profit and of the Groups and Companys cash flows for the year then ended
the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union
the Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and
as applied in accordance with the provisions of the Companies Act 2006 (the Act)
the financial statements have been prepared in accordance with the requirements of the Act and, as regards the Group financial
statements, Article 4 of the IAS Regulation.
This opinion is to be read in the context of what we say in the remainder of this report.
What we have audited
The Group financial statements and Company financial statements (the Financial Statements), which are prepared by WS Atkins plc,
comprise:
the consolidated income statement and statement of comprehensive income for the year then ended
the consolidated and Parent Company balance sheets as at 31 March 2014
the consolidated and Parent Company statements of changes in equity and statements of cash flows for the year then ended
the notes to the Financial Statements, which include a summary of significant accounting policies and other explanatory
information.
The financial reporting framework that has been applied in their preparation comprises applicable law and IFRSs as adopted
by the European Union and, as regards the Company, as applied in accordance with the provisions of the Act.
Certain disclosures required by the financial reporting framework have been presented elsewhere in the Annual Report, rather than
in the notes to the Financial Statements. These are cross-referenced from the Financial Statements and are identified as audited.
What an audit of financial statements involves
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (ISAs (UK & Ireland)). An audit
involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give reasonable assurance
that the Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:
whether the accounting policies are appropriate to the Groups and Companys circumstances and have been consistently applied
and adequately disclosed
the reasonableness of significant accounting estimates made by the directors
the overall presentation of the Financial Statements.
In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies
with the audited Financial Statements and to identify any information that is apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for our report.
Overview of our audit approach
Materiality
We set certain thresholds for materiality. These helped us to determine the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and on the Financial Statements as a whole.
Based on our professional judgement, we determined materiality for the Group Financial Statements as a whole to be 5.3m,
which is approximately 5% of profit before tax, adjusted for exceptional items because in our view this represents the Groups
underlying performance.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above 0.5m
as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Governance 107

to the members of WS Atkins plc continued
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by us, as the
Group engagement team, or component auditors from other PwC network firms operating under our instruction. Where the work
was performed by component auditors, we determined the level of involvement we needed to have in their audit work to be able
to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the Group Financial
Statements as a whole.
Accordingly, the Groups operating businesses subject to an audit of their complete financial information contributed 90% of the
Groups profit before tax adjusted for exceptional items.
Strategic Report
Overview of the scope of our audit

The Group reports its operating results and financial position in five segments, being United Kingdom and Europe, North America,
Middle East, Asia Pacific and Energy. The Group Financial Statements are a consolidation of the Groups operating businesses and
centralised functions.
Areas of particular audit focus

In preparing the Financial Statements, the directors made a number of subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We primarily
focused our work in these areas by assessing the directors judgements against available evidence, forming our own judgements
and evaluating the disclosures in the Financial Statements.
In our audit, we tested and examined information, using sampling and other auditing techniques, to the extent we considered
necessary to provide a reasonable basis for us to draw conclusions. We obtained audit evidence through testing the effectiveness
of controls, substantive procedures or a combination of both.
Governance
This, together with additional procedures performed at the Group level (e.g. goodwill impairment testing), gave us the evidence
we needed for our opinion on the Group Financial Statements as a whole.
How the scope of our audit addressed the area of focus
Timing and fraud in contract

revenue recognition
We focused on this area because the
Group has entered into a number of
large and complex long-term fixed
price contracts. Revenue and profit
recognition is determined based on the
directors estimate of how complete
the contracts are and the costs that
will need to be incurred by the Group
to complete them.
We evaluated the relevant IT systems and tested the internal controls over the
completeness, accuracy and timing of revenue recognised in the financial statements.
Further, ISAs (UK & Ireland) presume

that there is a risk of fraud in revenue
recognition because of the pressure
management may feel to achieve the
planned results.
We attended a number of contract review meetings with senior management to

understand and challenge how it determined that forecasts were up to date and how
poor performing contracts are identified and investigated.
We tested, for a sample of contracts, managements monthly monitoring of the total
forecast revenue for the contract, costs expected to be incurred in its completion,
the profit recognised to date and the working capital position on the contract.
We challenged senior managements judgements on the completeness of work for
a sample of contracts by testing that contractual milestones had been reached and
reading and considering the implications of correspondence with customers (both
acceptance of work done and relating to disputes).
We tested the forecast costs to complete the contracts by obtaining an understanding
from senior management as to how they had estimated these costs, challenging the
assumptions underpinning those estimates, evaluating the outturn of previous estimates
and agreeing the actual costs incurred post-year end to the forecast costs for that period.
Area of focus
We considered the following areas to be those that required particular focus in the current year. This is not a complete list of all risks
or areas of focus identified by our audit. We discussed these areas of focus with the Audit Committee. Its report on those matters
that it considered to be significant issues in relation to the Financial Statements is set out in the Audit Committee Report (page 78).
108 Governance

Area of focus
How the scope of our audit addressed the area of focus
Goodwill impairment assessment

We focused on this area because the
determination of whether or not an
impairment charge for goodwill was
necessary involved significant
judgements about the future results of
the North American business because
this part of the business accounted for
166m of the total goodwill and has
the closest headroom.
We evaluated the directors future cash flow forecasts and the process by which they
were drawn up, including comparing them to the latest Board-approved budgets,
and testing the underlying calculations. We challenged:
The directors booked no impairment

charge.
(Refer also to note 16 to the Financial
Statements (page 148)).
Risk of management override
of internal controls
ISAs (UK & Ireland) require that
we consider this.
the directors key assumptions for profit margins and long-term growth rates in the
forecasts, by comparing them to historical results and economic and industry forecasts
the discount rate, by assessing the cost of capital for the North America business and
comparable organisations.
We also performed sensitivity analysis around the key drivers of the cash flow forecasts,
which were the discount rate and the profit margins. Having ascertained the extent of
change in those assumptions that either individually or collectively would be required for
the goodwill to be impaired, we considered the likelihood of such a movement in those
key assumptions arising.
We assessed the overall control environment of the Group, including the arrangements
for staff to whistle-blow inappropriate actions, and interviewed senior management
and the Groups internal audit function.
We examined the significant accounting estimates and judgements relevant to the
Financial Statements for evidence of bias by the directors that may represent a risk of
material misstatement due to fraud (including, but not limited to, revenue recognition).
We also tested journal entries to determine the rationale for manual adjustments.
Going concern
Under the Listing Rules we are required to review the directors statement (page 65) in relation to going concern. We have nothing
to report having performed our review.
As noted in the directors statement, the directors have concluded that it is appropriate to prepare the Groups and Companys
financial statements using the going concern basis of accounting. The going concern basis presumes that the Group and Company
have adequate resources to remain in operation, and that the directors intend them to do so, for at least one year from the date
the Financial Statements are signed. As part of our audit we have concluded that the directors use of the going concern basis
is appropriate.
However, because not all future events or conditions can be predicted, these statements are not a guarantee as to the Groups
and the Companys ability to continue as a going concern.
Opinions on other matters prescribed by the Companies Act 2006

In our opinion:
the information given in the Strategic Report (pages 2 to 59) and the Directors Report (pages 62 to 65) for the financial year
for which the Financial Statements are prepared is consistent with the Financial Statements
the part of the Remuneration Report (pages 81 to 105) to be audited has been properly prepared in accordance with the Act
the information given in the Corporate Governance Report (pages 66 to 73) in the Annual Report with respect to internal control
and risk management systems is consistent with the financial statements.
Other matters on which we are required to report by exception
Adequacy of accounting records and information and explanations received

Under the Act we are required to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from
branches not visited by us
the Company Financial Statements and the part of the Remuneration Report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this responsibility.
Governance 109

Corporate governance statement

Under the Act, we are required to report to you if, in our opinion, a corporate governance statement has not been prepared
by the Company. We have no exceptions to report arising from this responsibility.
Under the Listing Rules we are required to review the part of the Corporate Governance Report (pages 66 to 73) relating to the
Companys compliance with nine provisions of the UK Corporate Governance Code (the Code). We have nothing to report having
performed our review.
As required by Provision C.1.1 of the Code, the directors state that they consider the Annual Report taken as a whole to be fair,
balanced and understandable and provides the information necessary for members to assess the Groups performance, business
model and strategy (page 65). As required by Provision C.3.8 of the Code, the Audit Committee has set out the significant issues
that it considered in relation to the Financial Statements and how they were addressed (page 78). Under ISAs (UK & Ireland) we
are required to report to you if, in our opinion:
Strategic Report
Directors remuneration
Under the Act we are required to report to you if, in our opinion, certain disclosures of directors remuneration specified by law
have not been made. We have no exceptions to report arising from this responsibility.
the section of the Annual Report describing the work of the Audit Committee does not appropriately address matters
communicated by us to the Audit Committee.
Governance
the statement given by the directors is materially inconsistent with our knowledge of the Group acquired in the course of
performing our audit
Other information in the Annual Report

Under ISAs (UK & Ireland), we are required to report to you if, in our opinion, information in the Annual Report is:
materially inconsistent with the information in the audited Financial Statements
apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group and Company acquired
in the course of performing our audit
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors

As explained more fully in the Directors statement of responsibility (pages 64 and 65), the directors are responsible for the
preparation of the Group and Company financial statements and for being satisfied that they give a true and fair view.
otherwise misleading.
This report, including the opinions, has been prepared for and only for the Companys members as a body in accordance with
Chapter 3 of Part 16 of the Act and for no other purpose. We do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Martin Hodgson (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
11 June 2014
Our responsibility is to audit and express an opinion on the Group and Company Financial Statements in accordance with applicable
law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Boards Ethical Standards for Auditors.
110 Financial Statements
Financial Statements 111
Page no.
112
113
114
Strategic Report
116
117
118
119
129
135
138
139
140
141
141
Governance
143
145
146
146
147
147
148
148
150
151
152
152
153
155
155
157
157
157
158
158
159
160
161
161
170
171
171
174
175
175
175
176
176
177
178
178
179

Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated and Parent Company Balance Sheets
Consolidated and Parent Company Statements
of Cash Flows
Consolidated Statement of Changes in Equity
Parent Company Statement of Changes in Equity
Notes to the Financial Statements
1 Accounting policies
2 Financial risk management
3 Segmental information
4 Joint ventures
5 Operating profit analysis of costs by nature
6 Employee benefit costs
7 Net finance costs
8 Income tax expense
9 Net profit on disposal of businesses/
non-controlling interests
10 Business combinations
11 Assets held for sale
12 Exceptional items
13 Dividends
14 Earnings per share (EPS)
15 Parent Company Income Statement
and Statement of Comprehensive Income
16 Goodwill
17 Other intangible assets
18 Property, plant and equipment
19 Investments in subsidiaries
20 Deferred income tax
21 Financial instruments
22 Available-for-sale financial assets
23 Derivative financial instruments
24 Other receivables
25 Inventories
26 Trade and other receivables
27 Financial assets at fair value through profit or loss
28 Cash and cash equivalents
29 Borrowings
30 Trade and other payables
31 Provisions for other liabilities and charges
32 Post-employment benefit liabilities
33 Other non-current liabilities
34 Ordinary shares
35 Share-based payments
36 Cash generated from continuing operations
37 Analysis of net funds
38 Contingent liabilities
39 Operating lease arrangements
40 Capital and other financial commitments
41 Related party transactions
42 Subsidiary undertakings
43 Joint ventures
44 Prior period amounts
Five-year Summary

For the year ended 31 March 2014
Group
Note
Gross revenue (Group and share of joint ventures)
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating profit
Comprising
Underlying operating profit
Exceptional items
Amortisation and impairment of acquired intangibles
Net profit on disposal of businesses/non-controlling interests

Income from other investments
Share of post-tax profit from joint ventures
Profit before interest and tax
Finance income
Finance costs
Net finance costs
Profit before tax
Comprising
Underlying profit before tax
Exceptional items
Amortisation and impairment of acquired intangibles
Income tax expense

Profit for the year
3, 5
12
17
9
3, 4
7
7
7
12
17
9
Profit/(loss) attributable to:

Owners of the parent
Non-controlling interests
Earnings per share

Basic earnings per share
Diluted earnings per share
14
14
2014
m
1,815.2
Group
Restated
2013
m
1,775.5
1,750.1
(1,065.0)
685.1
1,705.2
(1,088.6)
616.6
(571.4)
113.7
(512.6)
104.0
116.4
(2.7)
113.7
109.7
4.3
(10.0)
104.0
10.5
1.2
2.4
127.8
4.5
3.8
112.3
4.2
(17.8)
(13.6)
3.4
(17.7)
(14.3)
114.2
98.0
106.4
(2.7)
10.5
114.2
99.2
4.3
(10.0)
4.5
98.0
(17.9)
96.3
(13.7)
84.3
96.0
0.3
96.3
84.6
(0.3)
84.3
98.4p
95.8p
86.8p
84.7p
The notes on pages 119 to 178 are an integral part of these Financial Statements.
Consolidated Statement of Comprehensive Income

Profit for the year

Other comprehensive (expense)/income
Items that will not be reclassified to profit or loss
Remeasurements of net post-employment benefit liabilities
Income tax on items that will not be reclassified
Items that may be reclassified subsequently to profit or loss
Change in value of available-for-sale financial assets
Cash flow hedges
Net differences on exchange
Total items that may be reclassified subsequently to profit or loss
Other comprehensive expense for the year, net of tax
Total comprehensive income for the year
2014
m
96.3
32
8, 32
(63.5)
6.4
(57.1)
(47.1)
8.7
(38.4)
22
(2.3)
(21.6)
(23.9)
(81.0)
15.3
(1.6)
1.0
9.4
8.8
(29.6)
54.7
Attributable to:
15.0
0.3
15.3

Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is
disclosed in note 8.
55.0
(0.3)
54.7
Strategic Report
Note
Group
Restated
2013
m
84.3
Governance
Group

As at 31 March 2014
Group
Note
Company
Company
2014
m
Group
Restated
2013
m
2014
m
2013
m
Assets
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Investments in subsidiaries
Investments in joint ventures
Deferred income tax assets
Derivative financial instruments
Other receivables
16
17
18
19
4
20
23
24
204.0
35.4
46.7
4.2
82.7
19.9
392.9
211.4
39.6
50.7
7.1
91.5
0.3
20.0
420.6
201.0
201.0
194.4
194.4
Current assets
Inventories
Trade and other receivables
Financial assets at fair value through profit or loss
Cash and cash equivalents
25
26
27
28
23
Assets of disposal group classified as held for sale
11
418.1
31.5
237.3
0.4
687.3
687.3
0.2
449.2
35.9
201.5
0.5
687.3
5.8
693.1
165.7
165.7
165.7
165.2
0.3
165.5
165.5
Liabilities
Current liabilities
Borrowings
Trade and other payables
Current income tax liabilities
Provisions for other liabilities and charges
29
30
23
Liabilities of disposal group classified as held for sale
11
(55.3)
(453.1)
(2.7)
(31.6)
(0.8)
(543.5)
(543.5)
143.8
(59.8)
(486.7)
(1.4)
(40.5)
(1.5)
(589.9)
(5.2)
(595.1)
98.0
(57.6)
(77.2)
(134.8)
(134.8)
30.9
(59.8)
(83.1)
(142.9)
(142.9)
22.6
Net current assets
31
Note
Non-current liabilities
Borrowings
Post-employment benefit liabilities
Deferred income tax liabilities
Other non-current liabilities
Net assets
2014
m
Group
Restated
2013
m
Company
Company
2014
m
2013
m
29
31
32
23
20
33
(45.5)
(3.3)
(339.0)
(1.7)
(15.5)
(1.5)
(406.5)
(49.4)
(4.4)
(295.6)
(1.3)
(20.1)
(1.5)
(372.3)
(45.5)
(45.5)
(49.3)
(49.3)
130.2
146.3
186.4
167.7
Capital and reserves

Ordinary shares
34
0.5
0.5
0.5
0.5
Share premium account
62.4
62.4
62.4
62.4
Merger reserve
8.9
8.9
8.9
8.9
Retained earnings
58.2
74.7
114.6
95.9
Equity attributable to owners of the parent
130.0
146.5
186.4
167.7
0.2
(0.2)
Total equity
130.2
146.3
186.4
167.7

The Financial Statements on pages 112 to 178 were approved by the Board on 11 June 2014 and signed on its behalf by:

Prof Dr Uwe Krueger
Heath Drewett
Director Director

Governance
Group
Strategic Report
continued
Consolidated and Parent Company Statements

of Cash Flows
Note
Cash flows from operating activities
Cash generated from operations
Interest received
Interest paid
Income tax paid
36
Net cash generated from/(used in) operating activities

Cash flows from investing activities
Investments in subsidiary companies
Acquisitions of subsidiaries
consideration
cash acquired
Loans to joint ventures and other related parties
Distributions received from joint ventures
Purchases of property, plant and equipment
Proceeds from disposals of property, plant and equipment
Proceeds from disposal of businesses/non-controlling interests
Payments associated with disposal of businesses
Dividends received from other investments
Dividends received
Purchases of financial assets
Proceeds from disposal of financial assets
Purchases of intangible assets
10
10
9
9
37
Net cash generated from/(used in) investing activities

Cash flows from financing activities
Proceeds of new debt
Repayment of bank loans
Redemption of loan notes receivable
Finance lease principal payments
Purchase of own shares by employee benefit trusts
Equity dividends paid to shareholders
Loans granted to Group companies
Repayment of loans to Group companies
Repayment of loans from Group companies
37
13
Net cash used in financing activities

Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange movements
Cash and cash equivalents and bank overdraft at end of year
28, 29
Group
2014
m
Group
2013
m
Company
2014
m
Company
2013
m
95.5
3.6
(5.6)
(10.9)
82.9
2.6
(3.2)
(7.1)
4.7
0.7
(6.0)
13.6
1.8
(2.9)
82.6
75.2
(0.6)
12.5
(1.8)
(9.5)
2.8
(0.4)
5.6
(13.5)
0.9
16.0
(2.6)
1.2
4.2
(4.3)
(1.8)
(18.3)
0.5
15.1
(2.1)
(0.2)
7.5
(6.1)
45.4
0.5
9.6
0.4
(5.4)
45.4
8.3
0.5
(0.6)
(8.4)
(31.7)
47.5
(47.5)
(1.8)
(7.0)
(30.0)
(31.7)
(10.5)
0.1
(5.3)
47.5
(47.5)
(30.0)
(7.0)
5.9
(40.2)
(38.8)
(47.4)
(31.1)
42.8
31.0
(2.6)
(10.3)
201.5
(7.0)
167.0
3.5
0.3
(0.1)
10.6
237.3
201.5
(2.4)
0.3
Consolidated Statement of Changes in Equity

8.9
8.9
47.5
2.1
49.6
119.3
2.1
121.4
0.1
0.1
119.4
2.1
121.5
Profit/(loss) for the year
84.6
84.6
(0.3)
84.3
Remeasurements of net post-employment

benefit liabilities
Change in value of available-for-sale financial assets
Cash flow hedges
Other comprehensive expense for the year
(47.1)
8.7
(1.6)
1.0
9.4
(29.6)
(47.1)
8.7
(1.6)
1.0
9.4
(29.6)
(47.1)
8.7
(1.6)
1.0
9.4
(29.6)
Total comprehensive income/(expense) for the year
55.0
55.0
(0.3)
54.7
(30.0)
6.5
0.6
(7.0)
(29.9)
(30.0)
6.5
0.6
(7.0)
(29.9)
(30.0)
6.5
0.6
(7.0)
(29.9)
0.5
62.4
8.9
74.7
146.5
(0.2)
146.3
Profit for the year
96.0
96.0
0.3
96.3
Remeasurements of net post-employment

benefit liabilities
Cash flow hedges
Other comprehensive expense for the year
(63.5)
6.4
(2.3)
(21.6)
(81.0)
(63.5)
6.4
(2.3)
(21.6)
(81.0)
15.0
15.0
(31.7)
6.7
1.9
(8.4)
(31.5)
(31.7)
6.7
1.9
(8.4)
(31.5)
0.5
62.4
8.9
58.2
130.0
Dividends to owners of the parent

Share-based payments
Tax credit relating to share-based payments
Employee benefit trusts
Total contributions by and distributions to owners
of the parent, recognised directly in equity
Balance at 31 March 2013 (restated)

Tax credit relating to share-based payments
Acquisition of non-controlling interest
Balance at 31 March 2014
13
35
13
35
0.3
0.1
0.2
(63.5)
6.4
(2.3)
(21.6)
(81.0)
Strategic Report
62.4
62.4
Governance
0.5
0.5
44
Group
Balance at 1 April 2012 (as previously reported)
Effect of change in accounting policy1
Balance at 1 April 2012 (restated)
Total
equity
m
15.3
(31.7)
6.7
1.9
(8.4)
(31.5)
0.1
130.2
1. Restated for the impact of IAS 19 (revised), see note 1 and note 44.
The merger reserve relates to the issue of shares in respect of previous acquisitions.
Attributable to owners of the parent

Share
NonOrdinary premium Merger Retained
controlling
shares account reserve earnings
Total interests
Note
m
m
m
m
m
m
Parent Company Statement of Changes in Equity

Attributable to owners of the parent

Share
NonOrdinary premium Merger Retained
controlling
shares account reserve earnings
Total interests
Note
m
m
m
m
m
m
Company
Balance at 1 April 2012
Total
equity
m
0.5
62.4
8.9
96.0
167.8
167.8
Profit for the year

15
23.4
23.4
23.4
23.4
23.4
23.4

13
35
(30.0)
6.5
(23.5)
(30.0)
6.5
(23.5)
(30.0)
6.5
(23.5)
0.5
62.4
8.9
95.9
167.7
167.7
Profit for the year

15
43.7
43.7
43.7
43.7
43.7
43.7

13
(31.7)
(31.7)
(31.7)
35
6.7
6.7
6.7
(25.0)
(25.0)
(25.0)
0.5
62.4
8.9
114.6
186.4
186.4

The merger reserve relates to the issue of shares in respect of previous acquisitions.


1. Accounting policies
Basis of preparation
The Consolidated Financial Statements of WS Atkins plc have been prepared in accordance with IFRSs as adopted by the European Union
(EU), the Companies Act 2006 that applies to companies reporting under IFRS, and IFRS Interpretations Committee (IFRS IC) applicable
to companies reporting under IFRS. The Consolidated Financial Statements have been prepared under the historical cost convention, as
modified by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments)
at fair value through profit or loss.
Strategic Report
WS Atkins plc (the Company) is a public limited company, which is listed on the London Stock Exchange and is incorporated and domiciled
in England and Wales. The address of its registered office is Woodcote Grove, Ashley Road, Epsom, Surrey, KT18 5BW, England.

The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies
have been consistently applied to all the years presented, including the application of new International Financial Reporting Standards (IFRSs)
and interpretations, unless otherwise stated.
Changes in accounting policy and disclosure

New and amended standards adopted by the Group
The following standards have been adopted by the Group for the first time for the financial year beginning on 1 April 2013 and have
a material impact on the Group:
Governance
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Groups accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements, are disclosed
under critical accounting policies and are incorporated by reference in the Business Review (page 43).
The following standards have been adopted by the Group for the first time for the financial year beginning on 1 April 2013 and does not
have a material impact on the Group:
Amendment to IAS 1, Financial statement presentation regarding other comprehensive income. The main change resulting from this
amendment is a requirement for entities to group items presented in other comprehensive income (OCI) on the basis of whether they are
potentially reclassifiable to profit or loss subsequently (reclassification adjustments). This amendment has been applied retrospectively and
the presentation of items of comprehensive income have been reclassified. There has been no measurement impact on the consolidated
accounts of applying the amendments to IAS 1.
IAS 19, Employee benefits, was revised in June 2011. The changes on the Groups accounting policies has been as follows: to replace the
interest cost and expected return on plan assets with a net interest charge on the net defined benefit liability; to recognise immediately
in the income statement unvested past service cost and administration costs; this also had a small impact on the Groups defined benefit
liability. For the comparative year ended 31 March 2013, the restated profit after tax is 4.1m lower and other comprehensive expense is
4.5m lower than previously reported. The effect of this resulted in the net defined benefit obligation at 1 April 2012 being restated as
262.5m (previously 265.3m); and 31 March 2013 as 295.6m (previously 298.8m), see note 32. Comparative information has been
restated for the effect of the retrospective application of the amendment to IAS 19 as disclosed in note 44.
IFRS 13, Fair value measurement. The objective of the standard is to define the term fair value and to establish guidance and disclosure
requirements for fair value measurement that should be applied across standards. In the new standard, fair value is defined as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between independent market participants
at the measurement date. For non-financial assets, the fair value is determined based on the highest and best use of the asset as determined
by a market participant. There has been no measurement impact on the consolidated accounts of applying IFRS 13.
Annual Improvements 2011. These Annual Improvements address six areas, none of which materially impacted the Groups primary
statements.
In addition, following a change in its operational management, the Group has amended its operating segments for reporting purposes to
reflect the United Kingdom and Europe as one segment; previously Europe had been managed and reported with Asia Pacific. The revised
segments are: United Kingdom and Europe, North America, Middle East, Asia Pacific and Energy. The segmental results and assets and
liabilities for the comparative year ended 31 March 2013 have been represented in line with these revised segments.
Amendment to IFRS 7, Financial instruments: Disclosures, on asset and liability offsetting. This amendment introduces new disclosures
of information about the significance of financial instruments to an entity.

continued
New standards and interpretations not yet adopted by the Group

The following accounting standards, interpretations and amendments have been issued by the IASB but had either not been adopted
by the European Union or were not yet effective in the European Union for the financial year beginning 1 April 2013:
IFRS 9, Financial Instruments
IFRS 10, Consolidated Financial Statements
IFRS 11, Joint Arrangements
IFRS 12, Disclosure of Interests in Other Entities
IFRS 14, Regulatory deferral accounts
IAS 27 (revised 2011), Separate financial statements
IAS 28 (revised 2011), Associates and joint ventures
IAS 36, Impairment of Assets on recoverable amount disclosures
Amendments to the following standards:

IFRS 10, IFRS 12 and IAS 27: Investment Entities
IFRS 10, IFRS 11 and IFRS 12: Transition Guidance
IAS 19, Employee Benefits: Defined Benefit Plans: Employee Contributions
IAS 32, Financial Instruments: Presentation
IAS 39, Financial Instruments: Recognition and Measurement
The Group is currently assessing the impact of the new standards, amendments and interpretations that are not yet effective. The Group
does not currently believe adoption of these would have a material impact on the consolidated results or financial position of the Group.
Going concern
The directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence
for the foreseeable future and therefore continue to adopt the going concern basis in preparing the Financial Statements.

Basis of consolidation
The Consolidated Income Statement and Balance Sheet include the accounts of the Company, its subsidiary undertakings and its share of
joint ventures. The results of the subsidiary undertakings acquired during the year are included in the Consolidated Income Statement from
the date of acquisition. The results of subsidiary undertakings disposed of during the year are included in the Consolidated Income Statement
up to the date of disposal.
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from
the date that control ceases.
The Group applies the acquisition method to account for business combinations. Investments in subsidiaries are stated at cost less
impairments. The cost of an acquisition is measured as the fair value of the assets, equity instruments issued and liabilities incurred or
assumed at the date of exchange.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values
at the acquisition date irrespective of any non-controlling interest.
Acquisition-related costs are expensed as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the
fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit
or loss or as a change to other comprehensive income.

continued
The excess of the consideration transferred over the fair value of the identifiable net assets acquired is recorded as goodwill. If the cost of the
acquisition is lower than the fair value of net assets of the subsidiary acquired, the difference is recognised directly in the income statement.
Goodwill is reviewed on finalisation of fair values and any adjustments required to the accounting are recorded within 12 months of the
acquisition date.
Where subsidiaries adopt accounting policies that are different from the Groups, their reported results are restated to comply with the
Groups accounting policies. Where subsidiaries do not adopt accounting periods that are coterminous with the Groups, results and net
assets are based upon unaudited accounts drawn up to the Groups accounting reference date.
Joint ventures
In accordance with IAS 31, Interests in joint ventures, the Group accounts for joint ventures under the equity method of accounting.
The Groups share of a joint ventures profit after tax is included from the date on which the Group acquires joint control. Within the
Consolidated Balance Sheet, the investment is recorded at cost (classified as a non-current asset) and subsequently adjusted to reflect
the Groups share of the movements in the joint ventures net assets post acquisition.
Strategic Report
Intercompany transactions, balances, income and expenses on transactions between Group companies are eliminated.

The accounts of the employee benefit trusts (EBTs) are incorporated into the results of the Group as, although they are administered by
independent trustees and their assets are held separately from those of the Group, in practice, the Groups recommendations on how the
assets are used for the benefit of employees are normally followed. The Group bears the major risks and rewards of the assets held by the
EBTs until the shares vest unconditionally with the employees. Shares in WS Atkins plc held by the EBTs are shown as a reduction in retained
earnings. Other assets and liabilities held by the EBTs are consolidated with the assets of the Group.
Foreign currency transactions and translation
Functional and presentation currency
Items included in the financial statements of each of the Groups entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency). The Consolidated Financial Statements are presented in pounds sterling
(), which is the Companys and Groups presentation currency.

Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions
or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated
Income Statement, except when deferred in other comprehensive income, for example, as qualifying cash flow hedges.
Where joint ventures do not adopt accounting periods that are coterminous with the Groups, results and net assets are based upon
unaudited accounts drawn up to the Groups accounting reference date.
Governance
The results, assets and liabilities of joint ventures are stated in accordance with the Groups accounting policies. Where joint ventures adopt
accounting policies that are different from the Groups, their reported results are restated to comply with the Groups accounting policies.
Group companies
The results and financial position of all Group entities (none of which has the currency of a hyperinflationary economy) that have a functional
currency different from the Groups presentation currency are translated into the Groups presentation currency as follows:
income and expenses for each income statement are translated at average exchange rates
all resulting exchange differences are recognised in other comprehensive income.
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 closing rate. Exchange differences arising are recognised in other comprehensive income.
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet

continued
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM).
The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the
chief executive officer and the Group finance director.
The Groups operating segments for management purposes reflect predominantly its key geographical markets. As noted above, the
segments are: United Kingdom and Europe, North America, Middle East, Asia Pacific and Energy. These segments form the basis for
reporting the Groups segment information as they are the main determinants of the Groups risks and returns. The Group considers the
UK to be its country of domicile.
Intersegment transfers and transactions are entered into under the normal commercial terms and conditions that would also be available
to unrelated third parties.
Revenue
Revenue from long term contracts comprises the value of work performed during the period calculated in accordance with the Groups
policy for contract accounting set out below. Revenue from other contract activities represents fee income receivable in respect of services
provided during the period.
Under certain services contracts, the Group manages customer expenditure and is obliged to purchase goods and services from third party
contractors and recharge them to the customer at cost. The amounts charged by contractors and recharged to customers are excluded
from revenue and cost of sales where the Group is acting solely as an agent. Receivables, payables and cash relating to these transactions
are included in the Consolidated Balance Sheet.
Underlying profit
Underlying operating profit is profit before exceptional items, amortisation and impairment of intangible assets recognised on acquisition
and material transaction costs associated with acquisitions, and relates to continuing operations.
Revenue recognition and contract accounting
The value of contract work in progress comprises the costs incurred on contracts plus an appropriate proportion of overheads and
attributable profit. Fees invoiced on account are deducted from the value of work in progress and the balance is separately disclosed in
trade and other receivables as amounts recoverable on contracts, unless such fees exceed the value of the work in progress on any contract
in which case the excess is separately disclosed in trade and other payables as fees invoiced in advance.
Revenue is recognised on the majority of the Groups contracts on a percentage completion basis when the outcome of a contract or project
can be reasonably foreseen. Under the percentage completion method, the percentage of the total forecast revenue reported at any point
in time is calculated based upon the proportion of total costs incurred to date as a percentage of total forecast costs or, in some cases, based
upon the estimated physical per cent complete of the total work to be performed under the contract.
In some cases, a margin provision is then made, depending on how far progressed each project is and the risk profile of the project. Where
contracts span two or more accounting periods, profit is not generally recognised until the contract is 50% complete. In addition, provision
is made in full for estimated losses and, where the outcome of a contract cannot be reasonably foreseen, profit is taken on completion.
Revenue recognition on outsourcing contracts is determined by reference to the proportion of the annual service delivered to date. Where
the costs of obligations in relation to the non-renewal or termination of a contract are higher in the final period of the contract, a proportion
of revenue is deferred each period to meet these anticipated costs. Full provision is made for losses on outsourcing contracts if the forecast
costs of fulfilling the contract throughout the contract period exceed the forecast income receivable. In assessing the amount of the loss to
provide on an outsourcing contract, account is taken of the Groups share of the forecast results from any joint ventures which the contract
is servicing.
Interest income
Interest income is recognised on a time apportionment basis using the effective interest method. When a receivable is impaired, the Group
reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest
rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the
original effective interest rate.
Dividend income
Dividend income is recognised when the right to receive payment is established.

continued
Bid recovery fees are deferred and credited to the income statement over the duration of the contract or, in the case of PPP/PFI concessions,
over the same period as the Groups interest in any SPC credits the equivalent capitalised amounts to the income statement. Where the
Groups interest in any SPC reduces, the deferred bid recovery fees are credited to the income statement in proportion to the reduction
of the Groups interest.
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the
financial performance of the Group. They are items of income or expense that have been shown separately due to the significance of their
nature or amount.
Strategic Report
Pre-contract costs
The Group accounts for all pre-contract costs in accordance with IAS 11, Construction contracts. Costs incurred before it becomes probable
that a contract will be obtained are charged to expenses. Directly attributable costs incurred after that point are recognised in the balance
sheet and charged to the income statement over the duration of the contract or, in the case of PPP/PFI concessions, over the same period
as the Groups interest in any special purpose company (SPC) charges the equivalent capitalised amounts to the income statement.
Exceptional items are also summarised by class in the segmental analyses, excluding those that relate to interest and tax.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal
or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating
to employee service in the current and prior periods.
Governance
Retirement benefit schemes

The Group operates various post-employment schemes, including both defined contribution and defined benefit pension plans.
For the defined benefit plan, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations
being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of changes
to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the Consolidated Balance
Sheet with a charge or credit recognised in other comprehensive income in the period in which it occurs. Remeasurement recognised in
other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is
recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning
of the period to the net defined benefit liability or asset. Defined benefit pension costs are categorised as follows:
service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements)
net interest expense or income
remeasurement.
The net retirement benefit liabilities recognised in the Consolidated Balance Sheet represents the actual deficit in the Groups defined
benefit plan.
A defined benefit plan is a pension plan that typically defines an amount of pension benefit that an employee will receive on retirement,
usually dependent on one or more factors such as age, years of service and compensation.
The Group operates a number of equity and cash settled share-based compensation plans, under which the entity receives services from
employees as consideration for equity instruments (options) or cash (phantom allocations) of the Group.
In accordance with IFRS 2, Share-based payments, the cost of share-based payments awarded after 7 November 2002 is charged to the
income statement over the performance and vesting periods of the instruments. The cost is based on the fair value of the awards made at
the date of grant adjusted for the number of awards expected to vest. In accordance with the transitional provisions within IFRS 2, no charge
is made in respect of instruments awarded before 7 November 2002. In the case of equity settled awards, the credits associated with the
amounts charged to the income statement are included in retained earnings/accumulated losses until the awards are exercised. In the case of
cash settled awards, the credits associated with the amounts charged to the income statement are held as a liability in the balance sheet until
the awards are transferred, at which point a cash amount (based on the Companys share price at the vesting date) is paid to the employee.
Where awards are settled by the new issue of shares, any proceeds received in respect of share options are credited to share capital and
share premium. Where awards are settled in shares held by the EBTs, any proceeds are credited to retained earnings/accumulated losses.
For defined contribution plans, the Group pays contributions into a separate entity. The Group has no further payment obligations once
the contributions have been paid. The contributions are recognised as employee benefit expenses when they are due. Prepaid contributions
are recognised as an asset to the extent that a cash refund or reduction in the future payments is available.

continued
Share awards are granted by the Company to employees of its subsidiaries. The Company charges to cost of investment in subsidiaries
an amount equivalent to the equity settled element of the annual IFRS 2 charge, with an equivalent credit to reserves in accordance with
IFRIC 11, Group and treasury share transactions.
Income tax
Current and deferred income tax are recognised in the income statement for the period except where the taxation arises as a result of
a transaction or event that is recognised in other comprehensive income or directly in equity. Income tax arising on transactions or events
recognised in other comprehensive income or directly in equity is charged or credited to other comprehensive income or directly to
equity respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in
the countries where the Company and its subsidiaries operate and generate taxable income.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the Consolidated Financial Statements. However, deferred income tax is not accounted for if it arises
from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which
the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either
the taxable entity or different taxable entities where there is an intention to settle balances on a net basis.
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries, branches and joint ventures, except where it is known
that the earnings will be distributed.
Deferred tax assets of 3.7m have not been recognised due to the uncertainty of timing of utilisation.
Intangible assets
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the fair value of the consideration given for a business over
the Companys interest in the net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree.
Goodwill is stated at cost less accumulated impairment. Prior to 1 April 2004, goodwill was amortised over its estimated useful economic
life. Amortisation ceased on 1 April 2004 and the carrying value of existing goodwill was frozen at that date and is subject to impairment
reviews.
For the purpose of impairment testing, goodwill acquired in a business acquisition is allocated to each of the cash generating units (CGUs),
or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill
is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential
impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and fair value less
costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed. Gains and losses on the disposal
of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill that arose prior to 1 April 1997 was written off to retained earnings/accumulated losses. Profit or loss on disposal of the underlying
businesses to which this goodwill related will not include goodwill previously recorded as a deduction from equity.
Acquired customer relationships
Acquired customer relationships consist of intangible assets arising on the consolidation of recently acquired businesses, that are separable
from goodwill, in accordance with IFRS 3, Business combinations, and IAS 38, Intangible assets, and do not fall within the Groups other
classes of intangible assets. These comprise principally existing customer relationships which may give rise to future orders (customer
relationships), and existing order books (backlog orders).

continued
Acquired customer relationships are recognised at fair value at the acquisition date and have a finite useful life. Amortisation of customer
relationships is calculated using the straight line method to allocate the cost of customer relationships over their estimated useful lives of
between one and twenty years. Acquired customer relationships are stated at cost less accumulated amortisation and impairment.
Corporate information systems

In accordance with IAS 38, Intangible assets, the Groups corporate information systems are treated as an intangible asset. Costs included
are those directly attributable to the design, construction and testing of new systems (including major enhancements and internally
generated costs) from the point of inception to the point of satisfactory completion where the probable future economic benefits arising
from the investment can be assessed with reasonable certainty at the time the costs are incurred. Maintenance and minor modifications are
expensed in the income statement as incurred. The corporate information systems recognised as assets are amortised using the straight line
method to allocate the cost of the corporate information systems over their estimated useful life of six years. Corporate information systems
are stated at cost less accumulated amortisation.
Trade names and trademarks
Trade names and trademarks have arisen on the consolidation of recently acquired businesses and are recognised at fair value at the
acquisition date. Where trade names and trademarks are considered to have a finite useful life, amortisation is calculated using the straight
line method to allocate the cost of trade names and trademarks over their estimated useful lives. Where trade names and trademarks are
considered to have an indefinite useful life, they are not subject to amortisation; they are tested annually for impairment and when there
are indications that the carrying value may not be recoverable, as detailed within the impairment of non-financial assets section below. Trade
names and trademarks are stated at cost less accumulated amortisation and impairment.
Governance
Software licences
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software.
These costs are amortised using the straight line method to allocate the cost of the software licences over their useful lives of between
two and five years. Software licences are stated at cost less accumulated amortisation.
Strategic Report
Backlog orders are recognised at fair value at the acquisition date and amortised over their estimated useful lives of three years. Backlog
orders are stated at cost less accumulated amortisation and impairment.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying
amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial
period in which they are incurred.
Land is not depreciated. Depreciation on other assets is calculated using the straight line method to write off the cost less residual value of
each asset over its estimated useful life, as follows:
Freehold buildings
Short term leasehold property
Plant, machinery and vehicles
10 to 50 years
over the life of the lease
3 to 12 years

Property, plant and equipment is carried at cost less accumulated depreciation and impairment. Cost comprises purchase price after
discounts and rebates plus all directly attributable costs of bringing the asset to working condition for its intended use.
An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within administrative
expenses in the income statement.
Impairment of non-financial assets
Assets that have an indefinite useful life, such as goodwill, are not subject to amortisation and are tested annually for impairment and when
there are indications that the carrying value may not be recoverable. Assets that are subject to amortisation are reviewed for impairment
wherever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair
value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
largely independent cash flows (CGUs). Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at
each reporting date.
The assets useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

continued
Financial assets
Classification
The Group classifies its financial assets into the following categories: at fair value through profit or loss, loans and receivables, and availablefor-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification
of its financial assets at initial recognition.
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired
principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as
hedges. Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as
non-current.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is
regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or
regulatory agency and those prices represent actual and regularly occurring market transactions on an arms length basis. The quoted market
price used for financial assets held by the Group is the mid market price. These instruments are included in Level 1, see note 2.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all
significant inputs required to fair value an instrument are observable, the instrument is included in Level 2, see note 2.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
They are included in current assets except where the maturity is greater than 12 months after the balance sheet date, in which case they
are included as non-current assets. The Groups loans and receivables comprise trade and other receivables, cash and cash equivalents,
and other receivables in the balance sheet. Other receivables include loan notes receivable.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other
categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months
of the end of the reporting period.
Recognition and measurement
Regular purchases and sales of financial assets are recognised on the trade date the date on which the Group commits to purchase or sell
the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit
or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in
the income statement. Financial assets are derecognised when the right to receive cash flows from the investments has expired or has been
transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial
assets at fair value through profit or loss are subsequently carried at fair value.
Trade receivables are recognised at original invoice amount less provision for impairment which, due to their short term nature, approximates
to their fair value. Other receivables include loan notes receivable, which are measured at amortised cost using the effective interest method
less any provision for impairment. This valuation approximates to their fair value.
Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in the income
statement in the period in which they arise.
Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive
income.
When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included
in the income statement.
Interest on available-for-sale financial assets calculated using the effective interest method is recognised in the income statement as part of
finance income.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset
the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

continued
Any impairment is charged to the income statement. Impairment testing for trade receivables is described below in the accounting policy
paragraph relating to trade receivables. For other receivables carried at amortised cost, impairment loss is measured as the difference
between the assets carrying amount and the present value of estimated future cash flows discounted at the financial assets original
effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the Consolidated Income
Statement.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring
after the impairment was recognised (such as an improvement in the debtors credit rating), the reversal of the previously recognised
impairment loss is recognised in the Consolidated Income Statement.
Assets classified as available-for-sale
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is
impaired. The Group uses the criteria referred to above. If any evidence of impairment exists, the cumulative loss measured as the
difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in
profit or loss is removed from equity and recognised in profit or loss. If, in a subsequent period, the fair value of a debt instrument classified
as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised
in profit or loss, the impairment loss is reversed through the Consolidated Income Statement.
Governance
Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default
or delinquency in payments, the probability that they will enter bankruptcy or financial reorganisation, and where observable data indicate
that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate
with defaults.
Strategic Report
Impairment of financial assets

Assets carried at amortised cost
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is
impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence
of impairment as a result of one or more events that occurred after the initial recognition of the asset (a loss event) and that loss event (or
events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
Trade receivables are recognised at fair value. 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.
Cash and cash equivalents include cash in hand, demand deposits and other short term highly liquid investments that are readily convertible
to known amounts of cash and which are subject to an insignificant risk of changes in value.
Derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date a derivative 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 hedges of a particular risk associated with a recognised
asset or liability or a highly probable forecast transaction (cash flow hedge).
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk
management objectives and strategy for undertaking various hedging transactions. 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 cash flows of hedged items.
The fair values of various derivative instruments used for hedging purposes are disclosed in note 23. The full fair value of a hedging derivative
is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months, and as a current asset
or liability when the remaining maturity of the hedged item is less than 12 months.
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 other
comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the Consolidated Income Statement.
Trade receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in
one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented
as non-current assets.
Inventories
Inventories are stated at cost less impairment. Cost is determined using the first in, first out method.

continued
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (for example,
when the forecast cash flow that is hedged takes place).
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 cash flow is ultimately recognised in the
Consolidated Income Statement. When a forecast cash flow is no longer expected to occur, the cumulative gain or loss that was reported
in equity is immediately transferred to the Consolidated Income Statement.
Lease obligations
Finance leases
Lease arrangements that transfer substantially all the risks and rewards of ownership to the lessee are treated as finance leases. Assets held
under finance leases are capitalised within property, plant and equipment at the leases commencement and depreciated over the shorter
of the lease term and the useful life of the asset. A liability is recognised for the present value of the minimum lease payments within current
and/or non-current liabilities as appropriate. Rental payments are apportioned between capital and interest expense to achieve a constant
rate of interest charge on the outstanding obligation.
Operating leases
Where the Group acts as lessee in an operating lease arrangement, the lease payments are charged as an expense to the income statement
on a straight line basis over the lease term. Lease incentives received are also recognised on a straight line basis over the lease term.
Where the Group acts as lessor in an operating lease arrangement, rental income from operating leases is accounted for on a straight line
basis over the period of the lease. Lease incentives provided are also recognised over the lease term on a straight line basis.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business
if longer). If not, they are presented as non-current liabilities.
Trade payables are recognised at fair value.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any
difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Consolidated Income Statement
over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some
or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that
it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised
over the period of the facility to which it relates.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown
in equity as a deduction, net of tax, from the proceeds.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an
outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
Vacant property provisions are recognised when the Group has committed to a course of action that will result in the property becoming
vacant. The provision is calculated based on projected discounted cash flows to the end of the lease, after making assumptions for void and
rent free periods. The pre-tax rate used reflects current market assessments of the time value of money and the risks specific to the
obligation. The increase in the provision due to passage of time is recognised as interest expense.
Dividend distribution
Dividend distribution to the Companys shareholders is recognised as a liability in the Groups Financial Statements in the period in which
the dividends are approved by the Companys shareholders. Interim dividends are recognised when paid.
Disposal groups held for sale
Disposal groups are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and
a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.

continued
2. Financial risk management
Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of directors. Group
Treasury identifies, evaluates and hedges financial risks in close cooperation with the Groups operating units. The Board provides written
principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk,
credit risk, use of derivative financial instruments and investment of excess liquidity.
These policies are further described within the Treasury policies and objectives section of the Business Review (page 42).
Strategic Report
Financial risk factors

The Groups activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk),
credit risk and liquidity risk. The Groups overall risk management programme focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the Groups financial performance. The Group uses derivative financial instruments to hedge certain
risk exposures.
Where individual sensitivities are disclosed below, all other variables are held constant.
The following assumptions were made in calculating the sensitivity analyses:

changes in the carrying value of derivative financial instruments designated as hedges are fully effective with no impact on the
Governance
a) Market risk
Financial instruments affected by market risk include borrowings, deposits and derivative financial instruments. The following foreign
exchange risk and interest rate risk analyses, required by IFRS 7, Financial Instruments: Disclosures, are intended to illustrate the sensitivity
to changes in market variables, being primarily the US dollar to sterling and euro to sterling exchange rates and UK interest rates.
changes in the carrying value of other financial instruments not in hedging relationships only affect the Consolidated Income Statement.
Group policy is for each business to undertake commercial transactions in its own functional currency whenever possible. When this is not
possible, the Group manages its foreign exchange risk from future commercial transactions using appropriate derivative contracts arranged
via Group Treasury. Cash flows are reviewed on a monthly basis throughout the duration of projects and the future cover amended as
appropriate.
Trade receivables and payables denominated in currencies other than the local functional currency arise from commercial transactions and
are therefore largely hedged as part of the process described above. Remaining financial assets and liabilities denominated in currencies
other than the local functional currency include bank accounts, loans and intercompany funding balances. These are generally unhedged,
with the exception of balances that are themselves designated as hedging instruments used to hedge the Groups investments in foreign
operations.
i) Foreign exchange risk

The Group operates in a number of international territories. Each business undertakes a large proportion of its commercial transactions
within its local market and in its local functional currency. Foreign exchange risk arises from a proportion of commercial transactions
undertaken in currencies other than the local functional currency, from financial assets and liabilities denominated in currencies other than
the local functional currency and on the Groups investments in foreign operations.
At 31 March 2014, if sterling had strengthened by a reasonably possible change of 10% against the US dollar, post-tax profit for the year
would have been lower by approximately 0.3m (2013: 1.7m) and equity would have been 0.3m lower (2013: 1.7m). If sterling had
weakened by a reasonably possible change of 10% against the US dollar, post-tax profit for the year would have been higher by
approximately 0.4m (2013: 2.1m) and equity would have been 0.4m higher (2013: 2.1m).
At 31 March 2014, if sterling had strengthened by a reasonably possible change of 10% against the euro, post-tax profit for the year would
have been lower by approximately 0.7m (2013: 0.3m) and equity would have been 0.7m lower (2013: 0.3m). If sterling had weakened
by a reasonably possible change of 10% against the euro, post-tax profit for the year would have been higher by approximately 0.8m
(2013: 0.4m) and equity would have been 0.8m higher (2013: 0.4m).
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. A proportion
of the currency exposure arising from the net assets of the Groups foreign operations is managed through borrowings denominated in the
relevant foreign currencies.
The Groups primary exposure to foreign exchange risk on unhedged financial instruments arises mainly in respect of movements between
the US dollar (including dollar pegged currencies) and sterling and between the euro and sterling.

continued
ii) Interest rate risk

The Groups exposure to interest rate risk arises from cash and cash equivalents and financial assets at fair value through profit or loss which
are all interest bearing, offset in part by interest bearing bank loans. The majority of these items are at floating rates of interest or fixed
deposits for periods of less than six months; changes in the interest rate results in changes in interest-related cash flows. No interest hedging
is currently undertaken by the Group or its subsidiaries. If interest rates for the year to 31 March 2014 had been 10 basis points higher/lower,
post-tax profit for the year would have been approximately 0.1m (2013: 0.1m) higher/lower.
iii) Price risk
Price risk is the risk that a decline in the value of assets adversely impacts the profitability of the Group.
The Group is exposed to equity securities price risk because of investments held by the Group and classified on the Consolidated Balance
Sheet as financial assets at fair value through profit or loss. To manage this risk, the Group diversifies its portfolio. Diversification of the
portfolio is done in accordance with limits set by the Group.
In the prior year, the Group was also exposed to price risk because of investments held by the Group in unlisted corporate bonds (availablefor-sale financial assets). These investments were disposed of during the prior year.
Management monitors exposures to price risk on an ongoing basis.
The Group is not materially exposed to commodity price risk. Certain longer term project and framework contracts include indexation clauses
that are applied to unit rates to offset the effect of inflation on input costs over the duration of the agreement. The Group is exposed to
price risk to the extent that inflation differs from the index used and forecast project outcomes that form the basis of revenue recognition
include an estimate of this risk where it is present.
b) Credit risk
Credit risk is the risk that the Group will suffer financial loss as a result of counterparties defaulting on their contractual obligations.
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well
as credit exposures to customers, including outstanding receivables and committed transactions, with the maximum exposure to the risk
equivalent to 100% of the carrying value disclosed in the Groups balance sheet at 31 March. The Group does not hold any collateral as
security. The Groups policy is that cash and investments should not be concentrated with any one counterparty.
For trade and other receivables, concentration of credit risk is very limited due to the Groups broad customer base. An assessment of
credit quality of the customer is made where appropriate using a combination of external rating agencies, past experience and other factors.
In circumstances where credit information is unavailable or poor, the risk is mitigated primarily by the use of advance payments resulting
in positive cash flows. Exposure and payment performance are monitored closely both at individual project and client level, with a series
of escalating debt recovery actions taken where necessary. In view of current economic circumstances, additional management attention
remains focused on the recovery of debtors.
c) Liquidity risk
The Group funds its activities through cash generated from its operations and, where necessary, borrowings and finance leases. The Groups
borrowing facilities include bank facilities and private placement debt. Cash flow forecasting is performed in the operating entities of the
Group and aggregated by a central finance department (Group Finance). Group Treasury monitors rolling forecasts of the Groups liquidity
requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed
borrowing facilities (note 29) at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its
borrowing facilities. Such forecasting takes into consideration the Groups debt financing plans and covenant compliance.
Any surplus cash is invested by Group Treasury in interest bearing current accounts, term deposits and money market deposits, choosing
instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the forecasts mentioned
above.

continued
The table below analyses the Groups non-derivative financial liabilities into relevant maturity groupings based on the remaining period
at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Finance leases
Bank loans1
Private placement debt1
Trade payables
On demand
or within
1 year
m
0.1
55.4
2.2
63.1
Finance leases
Bank loans1
Trade payables
On demand
or within
1 year
m
60.0
2.4
74.3
Between
1 and 2 years
m
2.2
Between 2
and 5 years
m
6.7
Over
5 years
m
48.8
Total
m
0.1
55.4
59.9
63.1
Strategic Report
Group
2014
Between 2
and 5 years
m
0.1
6.5
Over
5 years
m
52.5
Total
m
0.1
60.0
63.6
74.3
Company
2014
Bank loans1
Intercompany payables
On demand
or within
1 year
m
55.4
2.2
76.2
Bank loans1
Intercompany payables
On demand
or within
1 year
m
60.0
2.4
82.0
Between
1 and 2 years
m
2.2
Between 2
and 5 years
m
6.7
Over
5 years
m
48.8
Total
m
55.4
59.9
76.2
2013
Between
1 and 2 years
m
2.2
Between 2
and 5 years
m
6.5
Over
5 years
m
52.5
Total
m
60.0
63.6
82.0
Between
1 and 2 years
m
2.2
Governance
2013
1. The contractual cash flows in each year include the borrowings maturing in that year together with forecast contractual interest payments on those borrowings.
Interest is estimated using the prevailing rate at the balance sheet date. Cash flows in foreign currencies are translated at the spot rates at the balance sheet date.

continued
d) Concentrations of financial instruments

The carrying amounts of the Groups financial assets and liabilities, excluding derivative financial instruments, were denominated in the
following currencies:
Sterling
US dollar
UAE dirham
China RMB
Euro
Qatari riyal
HK dollar
Saudi Arabian riyal
Australian dollar
Danish krone
Swedish krone
Other
Total
Financial
assets
m
297.7
111.9
28.1
19.6
18.3
17.2
16.8
11.4
10.1
9.1
5.6
32.5
578.3
2014
Financial
liabilities
m
142.2
13.1
2.4
0.4
0.8
1.2
0.1
0.9
0.3
0.9
0.5
1.1
163.9
Financial
assets
m
281.7
118.1
20.8
21.4
11.7
17.6
15.3
7.9
12.4
11.6
7.3
29.5
555.3
2013
Financial
liabilities
m
161.3
16.7
2.2
0.6
1.1
0.8
1.1
0.8
0.9
1.5
1.7
188.7
The carrying value of the financial assets of the Company are denominated in US dollars (103.6m) and sterling (62.1m). The carrying value
of the financial liabilities of the Company are denominated in US dollars (100.7m) and sterling (78.6m).
At 31 March 2013, the carrying value of the financial assets of the Company were denominated in US dollars (109.9m) and sterling
(55.6m). The carrying value of the financial liabilities of the Company at that date were denominated in US dollars (109.1m) and sterling
(82.0m).
Financial assets consist of loan notes; trade receivables (net); intercompany receivables (nil in consolidated accounts); amounts due from joint
ventures; financial assets at fair values through profit or loss; cash and cash equivalents.
Financial liabilities consist of trade payables; intercompany payables (nil in consolidated accounts); and borrowings.
Capital risk management
The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern in order to provide returns
for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The Group maintains or adjusts its capital structure through the payment of dividends to shareholders and through its borrowing facilities.
The Group monitors capital on the basis of the ratio of its net debt plus net defined benefit pension deficit net of total deferred tax to
adjusted earnings before interest, taxes, depreciation and amortisation (EBITDA). This policy is unchanged from the prior year.

Add: depreciation
Add: amortisation and impairment
EBITDA
Less: exceptional item
Adjusted EBITDA
Ratios of net debt plus net defined benefit pension
deficit net of total deferred tax to adjusted EBITDA
12
127.8
14.7
7.5
150.0
150.0
112.3
14.6
14.0
140.9
(4.3)
136.6
0.8
0.9
As detailed in note 1, during the year the Group adopted and retrospectively applied IAS 19 (revised 2011). As a result, profit before interest
and tax, net defined benefit pension deficit and net deferred tax for the year ended 31 March 2013 have been restated accordingly. See
notes 20, 32 and 44 for further details regarding the impact of the adoption of IAS 19 (revised 2011) on the Group.
Governance
The ratios of net debt plus net defined benefit pension deficit net of total deferred tax to adjusted EBITDA at 31 March 2014 and 2013
were as follows:
Group
Restated
2014
2013
Note
m
m
Total borrowings
29
100.8
109.2
Less: cash and cash equivalents
28
(237.3)
(201.5)
Net funds
(136.5)
(92.3)
Net defined benefit pension deficit
32
324.2
282.0
Net deferred tax
20
(67.2)
(71.4)
Net debt plus net defined pension deficit net of total deferred tax
120.5
118.3
Strategic Report

continued
Given the Groups current net funds position, the Board has not formally agreed a target ratio of net debt plus net defined benefit pension
deficit net of total deferred tax to adjusted EBITDA.
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices) (Level 2).
The following table presents the Groups assets and liabilities that are measured at fair value at 31 March 2014 and 2013. See note 11 for
disclosures of the disposal group held for sale at 31 March 2013 that was measured at fair value.
Level 2
m
2014
Total
m
Level 1
m
Level 2
m
2013
Total
m
0.4
0.4
0.8
0.8
4.6
6.5
4.7
15.8
13.1
2.6
16.1
13.1
4.6
2.6
6.5
4.7
31.9
8.3
4.4
2.7
15.4
16.7
3.8
21.3
16.7
8.3
3.8
4.4
2.7
36.7
4.4
4.4
4.4
4.4
2.7
2.7
2.7
2.7
Level 1
m
Assets
Derivatives used for hedging
Foreign exchange contracts
Marketable securities
Certificates of deposit
Fixed interest securities
Life insurance policies
Floating rate notes
UK treasury bills
Total assets
Liabilities
Derivatives used for hedging
Foreign exchange contracts
Total liabilities
There have been no changes to the classification of the Groups financial instruments carried at fair value between Level 1 and Level 2
at 31 March 2014 or 2013.
quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)
Fair value estimation

The table below analyses the Groups financial instruments carried at fair value, by valuation method. The different levels have been defined
as follows:

continued
Level 1 financial instruments

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is
regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or
regulatory agency and those prices represent actual and regularly occurring market transactions on an arms length basis. The quoted market
price used for financial assets held by the Group is the mid market price.
Level 2 financial instruments
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available and rely as little as possible on estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in Level 2. The fair value of certificates of deposit is calculated
as the present value of the future cash flows, discounted at an appropriate market rate of interest. The fair value of forward foreign exchange
contracts is determined using quoted forward exchange rates at the reporting date and yield curves derived from quoted interest rates
matching the maturities of the foreign exchange contracts.
Specific valuation techniques used to value financial instruments include:
the fair value of derivatives used for hedging are provided by The Royal Bank of Scotland, HSBC and Bank of America Merrill Lynch
the fair value of all marketable securities, with the exception of life insurance policies, are provided by the financial institutions holding
the Groups funds and investments
the fair value of all life insurance policies are provided by the Groups insurance companies.
Offsetting financial assets and financial liabilities
As at 31 March 2014
Derivative financial assets

Derivative financial liabilities
Gross
amounts of
recognised
Gross amounts
financial
of recognised
assets/
financial
(liabilities)
assets/
set off the
(liabilities) balance sheet
m
m
0.4
(4.4)
Net amounts
of financial
assets/
(liabilities)
presented
in the
balance
sheet
m
0.4
(4.4)
249.4
(12.1)
233.3
(12.1)
12.1
237.3
233.3
Gross amounts
of recognised
financial
assets/
(liabilities)
m
0.8
(2.7)
Gross
amounts of
recognised
financial
assets/
(liabilities)
set off the
balance sheet
m
Net amounts
of financial
assets/
(liabilities)
presented
in the
balance
sheet
m
0.8
(2.7)
226.0
(24.5)
199.6
(24.5)
24.5
201.5
199.6

Credit balance
Total
Related amounts
not set off in balance sheet
Financial Cash collateral

instruments
received
m
m
(0.1)
0.1
Net amount
m
0.3
(4.3)
237.3
233.3
Financial
instruments
m
(0.3)
0.3
Cash collateral
received
m
Net amount
m
0.5
(2.4)
201.5
199.6
As at 31 March 2013
Derivative financial assets

Derivative financial liabilities
Credit balance
Total
Related amounts
not set off in balance sheet

continued
3. Segmental information
Following a change in its operational management, the Group has amended its operating segments for reporting purposes to reflect the
United Kingdom and Europe as one segment; previously Europe had been managed and reported with Asia Pacific. The revised segments
are: United Kingdom and Europe, North America, Middle East, Asia Pacific and Energy. The segmental results and assets for the comparative
year ended 31 March 2013 have been represented in line with these revised segments.
The chief executive officer and the Group finance director assess the performance of the operating segments based on operating profit
before interest and tax. Information provided to the chief executive officer and the Group finance director is measured in a manner
consistent with that in the Financial Statements.
Strategic Report
The CODM has been identified as the chief executive officer and the Group finance director. The chief executive officer and the Group
finance director review the Groups internal reporting to assess performance and allocate resources. Management has determined the
operating segments based on these reports.
(64.6)
(3.0)
1,750.1
Restated
2013
North America
Middle East
Asia Pacific
Energy
Total for segments
External
revenue
m
960.9
388.7
168.3
88.1
162.9
1,768.9
Inter
segment
trade
m
16.2
1.0
(6.1)
(0.1)
(11.0)
Group items:
Joint ventures reported above
Unallocated central items
Total for Group
(63.7)
1,705.2
Revenue
m
998.3
380.9
168.4
100.5
169.6
1,817.7
(64.6)
(3.0)
1,750.1
Operating
profit
m
62.6
19.1
14.4
8.0
15.1
119.2
0.2
(5.7)
113.7
Revenue
m
977.1
389.7
162.2
88.0
151.9
1,768.9
Operating
profit
m
62.2
15.3
11.8
8.1
13.8
111.2
(63.7)
1,705.2
(1.5)
(5.7)
104.0
Operating
margin
%
6.3
5.0
8.6
8.0
8.9
6.6
6.5
2.6
2.4
Operating
margin
%
6.4
3.9
7.3
9.2
9.1
6.3
Share of
post-tax
profit from
joint ventures
m
0.9
0.5
0.1
1.5
6.1
2.3
3.8
Unallocated central items comprise a 3.0m provision relating to the previously disposed of Asset Management business and 2.7m of
intangible asset amortisation relating to the acquisitions of The PBSJ Corporation (PBSJ) and Confluence Project Management Pte. Ltd.
(Confluence), see note 17 (2013: 4.3m relating to a pension curtailment gain and 10.0m of intangible asset amortisation and impairment
relating to the acquisition of PBSJ).
Total segment revenue of 1,817.7m (2013: 1,768.9m) excludes the share of joint venture revenue from Diego Garcia of 0.5m
(2013: 6.6m), which is treated as a centrally managed joint venture. Total segment revenue also excludes the 3.0m provision relating
to the previously disposed of Asset Management business, refer above (2013: nil).
Group items:
Joint ventures reported above
Total for Group
Inter
segment
trade
m
21.8
1.9
(9.5)
(0.3)
(13.9)
2014
North America
Middle East
Asia Pacific
Energy
Total for segments
External
revenue
m
976.5
379.0
177.9
100.8
183.5
1,817.7
Share of
post-tax
profit/(loss)
from joint
ventures
m
0.2
0.1
(0.5)
(0.2)
Governance
a) Group business segments

Revenue and results

continued
Reconciliation of segmental analysis to profit for the year attributable to owners of the parent and non-controlling interests:
Operating profit
2014
m
113.7
Restated
2013
m
104.0

10.5
1.2
2.4
127.8
4.5
3.8
112.3
Finance income
Finance costs
Net finance costs
4.2
(17.8)
(13.6)
3.4
(17.7)
(14.3)
Profit before tax
114.2
98.0
Income tax expense

Profit for the year
(17.9)
96.3
(13.7)
84.3
96.0
0.3
96.3
84.6
(0.3)
84.3

As detailed in note 1, during the year the Group adopted and retrospectively applied IAS 19 (revised 2011). As a result, operating profit,
finance costs and income tax expense in the Consolidated Income Statement for the year ended 31 March 2013 have been restated
accordingly. Consequently, the results of the United Kingdom and Europe operating segment have also been restated for that year.
See note 44 for further details regarding the impact of the adoption of IAS 19 (revised 2011) on the Group.
Balance sheet
2014
North America
Middle East
Asia Pacific
Energy
Total for segments
Group items:
Total for Group
Total
segment
assets
m
544.1
287.7
102.1
59.0
74.4
1,067.3
12.9
1,080.2
Depreciation,
Total
Investments
amortisation
segment Net assets/
in joint
Capital
and
liabilities
(liabilities)
ventures expenditure impairment
m
m
m
m
m
(280.8)
263.3
4.2
12.1
11.4
(71.4)
216.3
0.6
3.4
4.7
(51.2)
50.9
0.7
1.3
(43.1)
15.9
6.6
1.5
(28.1)
46.3
(0.6)
0.7
0.6
(474.6)
592.7
4.2
23.5
19.5
(475.4)
(950.0)
(462.5)
130.2
4.2
23.5
2.7
22.2
Group items:
Total for Group
Total
segment
liabilities
m
(315.7)
(91.5)
(57.7)
(44.7)
(30.3)
(539.9)
16.7
1,113.7
(427.5)
(967.4)
Net assets/
(liabilities)
m
240.3
221.6
47.4
4.7
43.1
557.1
Investments
in joint
ventures
m
3.8
0.7
(0.1)
4.4
Capital
expenditure
m
15.1
2.5
2.9
3.6
0.5
24.6
Depreciation,
amortisation
and
impairment
m
10.0
5.1
1.1
1.9
0.5
18.6
(410.8)
146.3
2.7
7.1
24.6
10.0
28.6
As detailed in note 1, during the period the Group adopted and retrospectively applied IAS 19 (revised 2011). As a result, operating profit
for the year ending 31 March 2013 reduced by 0.1m, which impacted the results of the United Kingdom and Europe operating segment.
Consequently, the segmental results for the year ended 31 March 2013 have also been restated. See note 44 for further details regarding
the impact of the adoption of IAS 19 (revised 2011) on the Group.
Assets and liabilities are allocated based on the operations of the segments and the physical location or territory of the asset or liability.
Group cash balances; derivative financial instruments; financial assets at fair value through profit or loss; centrally managed joint ventures;
and corporate assets are not considered to be segment assets as they are managed centrally. Consequently they are shown within
unallocated central items.
Governance
Restated
2013
North America
Middle East
Asia Pacific
Energy
Total for segments
Total
segment
assets
m
556.0
313.1
105.1
49.4
73.4
1,097.0
Strategic Report

continued
Similarly, post-employment benefit liabilities; bank loans and private placement debt; derivative financial instruments; central tax provisions;
and corporate liabilities are not considered to be segment liabilities as they are managed centrally. Consequently they are shown within
unallocated central items.
The Group considers the UK to be its country of domicile. Outside the UK, only the Groups business in the United States (US) contributes
more than 10% of the Groups revenue or non-current assets.
UK
US
Other
Total for Group
2014
m
949.4
388.9
411.8
1,750.1
Revenue
2013
m
918.8
399.2
387.2
1,705.2
Non-current assets
2014
2013
m
m
96.3
86.0
175.2
196.1
38.7
46.7
310.2
328.8
Non-current assets exclude deferred tax assets and derivative financial instruments.
c) Major customers
Revenue from the UK Government represents approximately 181.1m (2013: 206.5m) of the Groups total revenue and is included within
the United Kingdom and Europe and Energy operating segments.
b) Group geographical segments

External revenue is measured by location of operation. There was no material difference between geographic revenue by location of
operation and by location of customer.
Capital expenditure includes additions to goodwill, other intangible assets and property, plant and equipment.

continued
4. Joint ventures
a) Share of post-tax profit from joint ventures
Revenue
Operating expenditure
Operating profit
Finance income
Finance costs
Profit before tax
Income tax expense
2014
m
65.1
(62.5)
2.6
2.6
(0.2)
2.4
Group
2013
m
70.3
(66.1)
4.2
4.2
(0.4)
3.8
2014
m
Group
2013
m
0.1
0.1
9.5
28.7
38.2
12.8
31.9
44.7
(0.9)
(33.0)
(33.9)
(36.4)
(36.4)
(0.2)
(0.2)
(1.2)
(1.2)
4.2
4.2
7.1
7.1
b) Investments in joint ventures
Non-current assets
Other non-current assets
Current assets
Other current assets
Current liabilities
Borrowings
Share of net assets

The Groups principal joint ventures are detailed in note 43.

continued
Note
Operating profit is arrived at after charging/(crediting):
Employee benefit costs (restated)
Net foreign exchange losses/(gains)
Depreciation of property, plant and equipment
Loss on sale of property, plant and equipment
Loss on sale of intangible assets
Impairment of trade receivables/(reversal of impairment)
increase in provisions
release of provisions
Amortisation and impairment of intangibles
Receipts under operating leases
Payments under operating leases
6
18
26
26
17
2014
m
Group
2013
m
924.3
0.8
14.7
0.4
0.1
891.7
(1.6)
14.6
11.3
(10.0)
7.5
(3.4)
53.2
8.7
(8.7)
14.0
(3.9)
59.4
Strategic Report
5. Operating profit analysis of costs by nature
The audit of accounts of Group companies pursuant to legislation:

UK
Non-UK
0.4
0.7
0.5
0.6
Audit related assurance services
0.1
0.1
Total audit services
1.5
1.5
Taxation compliance services
0.8
0.5
Taxation advisory services
0.1
0.2
0.1
Other
Total other services
0.1
1.0
0.1
0.9
Total
2.5
2.4
Statutory audit of the Company and Group Financial Statements
Services relating to pensions
The fee for the statutory audit of the Companys annual accounts was 0.1m (2013: 0.1m). No other services were provided to the
Company by the Groups auditor (2013: none).
The total for other non-audit services for the year ended 31 March 2013 was stated to be 0.2m. It has subsequently transpired that some
fees had been incorrectly classified and hence the numbers have been restated. This included approximately 143,000 that was incorrectly
identified as fees paid to the independent auditor and was in fact paid to other third parties so this has been removed from the restated
numbers.
2014
m
0.3
Group
Restated
2013
m
0.3
Services provided by the Groups auditor

During the year the Group (including its overseas subsidiaries) obtained the following services from the Groups auditor:
Governance
Company operating profit was arrived at after generating nil of realised profit on disposal of investments (2013: 9.0m).

continued
6. Employee benefit costs
Number of full time equivalent people

(including executive directors) employed by the Group
By segment:
North America
Middle East
Asia Pacific
Energy
Corporate
Total for Group
2014
Number
Average
Restated
2013
Number
2014
Number
Year end
Restated
2013
Number
9,002
2,970
1,982
1,167
1,331
78
16,530
9,208
3,091
2,003
1,015
1,213
70
16,600
8,858
2,836
2,061
1,322
1,365
77
16,519
9,354
3,039
1,978
1,084
1,273
76
16,804
As detailed in note 3, following a change in its operational management, the Group has amended its reporting segments for management
purposes to reflect the United Kingdom and Europe as one segment; previously Europe had been managed and reported with Asia Pacific.
The average and year end number of full time equivalent people (including executive directors) employed by the Group for the comparative
year ended 31 March 2013 for the United Kingdom and Europe and Asia Pacific have been represented in line with these revised segments.
Aggregate employee benefit costs of those people amounted to:
Note
Wages and salaries, including restructuring costs
Social security costs
Defined benefit current service cost
Settlement and curtailment gains
Charge for defined contribution schemes
Other post-employment benefit costs
32
32
32
32
35
2014
m
804.2
64.6
2.1
37.9
5.3
10.2
924.3
Group
Restated
2013
m
787.2
64.5
2.1
(4.4)
32.8
2.0
7.5
891.7
As detailed in note 1, during the year the Group adopted and retrospectively applied IAS 19 (revised 2011), which reduced the defined
benefit current service cost. The cost for the year ended 31 March 2013 has been restated accordingly from 2.2m to 2.1m. See note 44
for further details regarding the impact of the adoption of IAS 19 (revised 2011) on the Group.
Wages and salaries include 3.5m of restructuring costs (2013: 5.4m) relating to continuing operations.
Details of remuneration (including retirement benefits) and interests for directors are included in the Remuneration Report, which forms part
of these Financial Statements. Details of remuneration for key management are included in note 41.

continued
Interest payable on borrowings

Interest payable on finance lease liabilities
Unwinding of discount
Net finance costs on net post-employment benefit liabilities
Other finance costs
Finance costs
Interest receivable on short term deposits
Interest income on financial assets at fair value through profit or loss
Income on available-for-sale financial assets
Interest receivable on loan notes
Finance income
Net finance costs
31
32
2014
m
3.4
0.1
12.6
1.7
17.8
(1.0)
(0.1)
(3.1)
(4.2)
13.6
As detailed in note 1, during the year the Group adopted and retrospectively applied IAS 19 (revised 2011), which increased net finance
costs. Net finance costs on net post-employment benefit liabilities for the year ended 31 March 2013 have been restated accordingly from
8.1m to 13.3m; total net finance costs have been restated from 9.1m to 14.3m. See note 44 for further details regarding the impact
of the adoption of IAS 19 (revised 2011) on the Group.
In the prior year, finance income of 1.4m arising on loan notes receivable from Lambert Smith Hampton Acquisition Limited (LSH) had
been provided against in full within interest receivable on loan notes. See note 24 for further details regarding these loan notes receivable.
Governance
Note
Group
Restated
2013
m
3.2
0.3
0.1
13.3
0.8
17.7
(1.1)
(0.7)
(0.3)
(1.3)
(3.4)
14.3
Strategic Report
7. Net finance costs
Company net finance costs were 2.6m (2013: 2.2m).
8. Income tax expense
Current income tax

current tax on profits for the year
adjustment in respect of prior years
Deferred income tax
origination and reversal of temporary differences
effect of changes in tax rates
Income tax charged to income statement
Adjust for:
taxation on net profit on disposal of businesses/non-controlling interests
taxation on exceptional items
taxation on amortisation and impairment of acquired intangibles
Underlying income tax expense
Profit before tax per income statement
Adjust for:
net profit on disposal of businesses/non-controlling interests
amortisation and impairment of acquired intangibles
exceptional items
Underlying profit before income tax
Effective income tax rate
Underlying effective income tax rate
2014
m
7.1
(2.0)
15.0
(3.6)
9.7
3.1
17.9
0.9
1.4
13.7
1.5
0.8
20.2
0.4
(1.0)
3.9
17.0
114.2
98.0
(10.5)
2.7
106.4
(4.5)
10.0
(4.3)
99.2
20
15.7%
19.0%
Note
Group
Restated
2013
m
a) Analysis of charge in the year
14.0%
17.1%
The restatement of the effective income tax rate and the underlying effective income tax rate for the year ended 31 March 2013 is due to the
adoption and retrospective application by the Group of IAS 19 (revised 2011). See note 44 for further details regarding the impact of the
adoption of IAS 19 (revised 2011) on the Group.


continued
b) Factors affecting income tax rate

The income tax rate for the year is lower (2013: lower) than the standard rate of corporation tax in the UK of 23% (2013: 24%). The
differences are explained below:
UK statutory income tax rate
2014
%
23.0
Increase/(decrease) resulting from:

Expenses not deductible for tax purposes
Adjustment in respect of overseas tax rates
Effect of share-based payments
Tax on joint ventures
Research and development tax credits
Losses not previously recognised for tax
Effect of change in tax rates
Other
Effective income tax rate
0.3
2.5
0.1
(0.9)
(6.0)
(5.5)
2.7
(0.5)
15.7
Group
Restated
2013
%
24.0
0.2
(0.2)
0.4
(1.4)
(5.9)
(3.7)
1.4
(0.8)
14.0
The underlying income tax rate for the year is lower (2013: lower) than the standard rate of corporation tax in the UK of 23% (2013: 24%).
The differences are explained below:
Group
Restated
2014
2013
%
%
UK statutory income tax rate
23.0
24.0
Increase/(decrease) resulting from:
Expenses not deductible for tax purposes
Adjustment in respect of overseas tax rates
Effect of share-based payments
Tax on joint ventures
Research and development tax credits
Losses not previously recognised for tax
Effect of change in tax rates
Other
Underlying effective income tax rate
1.0
3.4
0.1
(1.0)
(6.4)
(3.3)
2.9
(0.7)
19.0
1.7
1.3
0.4
(1.4)
(5.9)
(3.7)
1.4
(0.7)
17.1
As noted in (a) above, the restatement of the effective income tax rate and the underlying effective income tax rate for the year ended
31 March 2013 is due to the adoption and retrospective application by the Group of IAS 19 (revised 2011). See note 44 for further details
regarding the impact of the adoption of IAS 19 (revised 2011) on the Group.

continued
c) Income tax on components of other comprehensive income

The tax credit/(charge) relating to components of other comprehensive income is as follows:
2013
At 1 April
Deferred income tax (restated)
Current income tax
At 31 March
Postemployment
benefit
liability
m
40.8
8.7
49.5
Cash flow
hedges
m
0.2
0.7
0.9
Total
m
49.7
6.4
0.7
56.8
Strategic Report
Group
Group
Cash flow
hedges
m
0.5
(0.3)
0.2
Total
m
41.3
8.7
(0.3)
49.7
Income tax on the post-employment benefit liability for the year ended 31 March 2013 has been restated due to the adoption and
retrospective application by the Group of IAS 19 (revised 2011). See note 44 for further details regarding the impact of the adoption
of IAS 19 (revised 2011) on the Group.
Governance
2014
At 1 April
Deferred income tax
Current income tax
At 31 March
Postemployment
benefit
liability
m
49.5
6.4
55.9
9. Net profit on disposal of businesses/non-controlling interests

2013
m
13.0
0.6
(3.1)
(3.8)
0.5
10.5
7.6
0.2
4.5
2014
m
Group
Profit/(loss) on disposal of businesses
UK highways services
UK highways services transaction costs released/(incurred)
Transfer of ongoing operations of Peter R. Brown Construction, Inc.
Sodexo Property Solutions Limited (formerly Atkins Facilities Management Limited)
Profit on disposal of non-controlling interests
RMPA Holdings Limited
UK Specialist Hospitals Limited
Net profit on disposal

continued
Net profit on disposal of businesses

On 27 February 2013 contracts were exchanged to dispose of the Groups UK highways services business, which formed part of the
UK highways and transportation business, to Skanska Construction UK Limited (Skanska), a wholly owned subsidiary of Skanska AB.
The business was sold for a cash consideration of 16.0m (subject to certain completion adjustments), together with a deferred conditional
amount of 2.0m.
The profit on disposal before tax recognised at 31 March 2014 is shown below:
2014
m
Group
Net consideration received or receivable at date of disposal
Initial cash consideration
Fair value of deferred consideration
Disposal consideration paid
Assets and liabilities at date of disposal
Share of joint venture net assets
Inventories
Borrowings
Net assets
Profit on disposal before costs
Disposal costs incurred
Profit on disposal
16.0
16.0
5.1
0.2
1.0
(4.7)
1.6
14.4
(1.4)
13.0
At 31 March 2013, disposal costs of 3.8m were provided for, comprising transaction costs of 2.4m and restructuring costs of 1.4m.
Following the conclusion of this transaction in 2014, 0.6m of the restructuring costs were not required and were subsequently released.
The disposal of the Groups UK highways services business is not reported as a discontinued operation at 31 March 2014 as it did not
represent a major line of business.
Transfer of ongoing operations of Peter R. Brown Construction, Inc.
On 30 August 2013 the transfer of the ongoing operations of Peter R. Brown Construction, Inc. (Peter Brown) to Moss & Associates, LLC
(Moss) was completed. The business was transferred for a cash consideration payable to Moss of $4.0m (2.6m). The loss on disposal before
tax was $4.8m (3.1m) and is shown below.
The disposal of Peter Brown is not reported as a discontinued operation at 31 March 2014 as it did not represent a major line of business.
The Peter Brown business has been reported in the North America operating segment (note 3).
Group
Net consideration paid or payable at date of disposal
Initial cash consideration
Disposal consideration paid
Assets and liabilities at date of disposal
Net assets
Loss on disposal before costs
Disposal costs incurred
Loss on disposal
$m
(4.0)
(4.0)
(2.6)
(2.6)
0.3
0.3
(4.3)
(0.5)
(4.8)
0.2
0.2
(2.8)
(0.3)
(3.1)
Sodexo Property Solutions Limited (formerly Atkins Facilities Management Limited)

On 30 November 2011, the sale of Atkins Facilities Management Limited (AFML) to Sodexo Limited, a wholly owned subsidiary of
Sodexo S.A. was completed. The business was sold for a cash consideration of 5.2m, together with a deferred conditional amount of
0.5m. During the year ended 31 March 2013, deferred conditional consideration of 0.5m was received.
2014
m

continued
The disposal of the non-controlling interest was not treated as a discontinued operation at 31 March 2013 as it did not represent a major line
of business.
UK Specialist Hospitals Limited
In the prior year, on 20 February 2013, the sale of the Groups investment in UK Specialist Hospitals Limited to Care UK Clinical Services
Limited was completed. The investment was sold for a cash consideration of 0.2m. The profit on disposal was 0.2m.
Strategic Report
Profit on disposal of non-controlling interests

RMPA Holdings Limited
In the prior year, on 4 May 2012, the sale of the Groups non-controlling interest (14% holding) in RMPA Holdings Limited to a subsidiary
undertaking of HICL Infrastructure Company Limited was completed. HICL Infrastructure Company Limited is the ultimate parent company of
an existing shareholder. The interest was sold for a net consideration of 14.4m. The profit on disposal before tax was 7.6m and the profit
on disposal after tax was 7.7m.
10. Business combinations
Governance
Confluence Project Management Pte. Ltd

On 4 October 2013 the Group acquired the entire share capital of Confluence Project Management Pte. Ltd (Confluence), a Singapore-based
project management business, for a debt-free cash consideration of Singapore $17.0m (approximately 8.4m). Confluence is an international
consultancy employing around 200 people, offering services in the areas of project and construction management, and has operations in
Asia Pacific, the Middle East and India.
Confluences teams in Singapore, Hong Kong, Abu Dhabi and India have integrated with the Groups existing operations in Asia Pacific
and the Middle East. The acquisition complements the Groups Faithful+Gould project and cost management consultancy business and,
in particular, augments its presence in the commercial, retail and hospitality sectors.
The goodwill of 5.7m arising from the acquisition was allocated to the Asia Pacific segment. None of the goodwill is expected to be
deductible for income tax purposes. The goodwill of 5.7m is attributable to the extensive complementary skills which enable the Groups
combined operations to provide an enhanced offering to clients in Asia Pacific and the Middle East, which will augment its presence
in the commercial, retail and hospitality sectors in particular.
The following table summarises the consideration paid for Confluence and the fair value of assets acquired and liabilities assumed at the
acquisition date.
Consideration at 4 October 2013
Cash
Additional payment for assets
Total consideration
SGDm
17.0
2.1
19.1
m
8.4
1.1
9.5
At 31 March 2014 the fair value of acquired assets, liabilities and goodwill for this business combination have been determined on
a provisional basis, pending finalisation of the post-acquisition review of the fair value of the acquired net assets. Under IFRS 3, Business
combinations, adjustments to these provisional values can be made within one year of the date of acquisition relating to facts and
circumstances that existed at the acquisition date. The finalised position will be reflected in the Groups financial statements for the
year ending 31 March 2015.
Intangible assets
Non-current other receivables
Cash
Other post-employment benefit liabilities
Deferred tax liabilities
Total identifiable net assets
Goodwill
Total consideration paid
SGDm
3.0
0.2
0.5
8.0
5.7
(8.6)
(0.9)
(0.4)
7.5
11.6
19.1
m
1.5
0.1
0.2
4.0
2.8
(4.2)
(0.4)
(0.2)
3.8
5.7
9.5
Fair value amounts recognised as of the acquisition date for each major class of assets and liabilities assumed are as follows:

continued
Acquisition-related costs of 0.6m have been charged to administrative expenses in the Consolidated Income Statement for the year ended
31 March 2014.
There were no contingent liabilities as at the date of acquisition.
The revenue included in the Consolidated Statement of Comprehensive Income since 4 October 2013 contributed by Confluence was 8.7m.
Confluence also contributed profit before tax of 0.8m over the same period.
Had Confluence been consolidated from 1 April 2013, the Consolidated Income Statement would show revenue of 1,759.1m and profit
before tax of 115.1m.
11. Assets held for sale
In the year ended 31 March 2013, the Group presented the assets and liabilities relating to the Groups UK highways services business, which
formed part of the UK highways and transportation business, as held for sale following the exchange of contracts on 27 February 2013.
The transaction completed on 4 October 2013 and the profit on disposal is shown in note 9.
Whilst the assets and liabilities of the UK highways services business represent a disposal group, the business was not reported as a
discontinued operation at 31 March 2013 as it did not represent a major line of business.
The UK highways services business has been reported in the United Kingdom and Europe operating segment (note 3).
The major classes of assets and liabilities of this disposal group were as follows:
2013
m
Assets classified as held for sale:
Inventories
Total assets of the disposal group
Liabilities directly associated with assets classified as held for sale:
Borrowings
Total liabilities of the disposal group
Total net assets of the disposal group
5.0
0.8
5.8
(5.2)
(5.2)
0.6
12. Exceptional items
Exceptional items are disclosed separately on the face of the Consolidated Income Statement and in the notes to the Financial Statements
where it is necessary to do so to provide further understanding of the financial performance of the Group. They are items of income or
expense that have been shown separately due to the significance of their nature or amount.
An analysis of the amount presented as an exceptional item in these Financial Statements is given below:
Curtailment gain relating to one-off pension events
Note
32
The curtailment gain is included within administrative expenses in the Groups Consolidated Income Statement.
2014
m
Group
2013
m
4.3

continued
Final dividend paid for the year ended 31 March 2013 (2012)
Interim dividend paid for the year ended 31 March 2014 (2013)
Dividends recognised in the year
2014
pence
22.00
10.50
32.50
2013
pence
20.75
10.00
30.75
Interim dividend paid for the year ended 31 March 2014 (2013)
Final dividend proposed for the year ended 31 March 2014 (2013)
Dividends relating to the year
10.50
23.25
33.75
10.00
22.00
32.00
Company and Group

2014
2013
m
m
21.4
20.3
10.3
9.7
31.7
30.0
10.3
22.7
33.0
9.7
21.4
31.1
Strategic Report
13. Dividends
The proposed final dividend is subject to approval by shareholders at the annual general meeting and has not been included as a liability
in these Financial Statements.
As at 31 March 2014, 4,341,000 ordinary shares (2013: 4,341,000) were held by the Group as treasury shares on which no dividends are
paid. These shares reduced the dividends paid in year by 1.4m (2013: 1.3m).
14. Earnings per share (EPS)
Basic EPS is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares in issue
during the year, excluding shares held by the EBTs which have not unconditionally vested in the employees and shares held in treasury.
Governance
As at 31 March 2014, one EBT had an agreement in place to waive dividends in excess of 0.01 pence per share on 213,461 ordinary shares
(2013: 213,461). A separate EBT also had an agreement in place as at 31 March 2014 to waive future dividends in their entirety on 2,311,202
ordinary shares (2013: 2,618,276). These arrangements reduced the dividends paid in year by 0.8m (2013: 0.8m).
Diluted EPS is the basic EPS after allowing for the dilutive effect of the conversion into ordinary shares of the number of options outstanding
during the year. The options relate to discretionary employee share plans.
Number of shares
Weighted average number of shares used in basic and underlying basic EPS
Effect of dilutive securities share options
Weighted average number of shares used in diluted and underlying diluted EPS
Note
Earnings
Profit for the year attributable to owners of the parent
Net profit on disposal of businesses/non-controlling interests (net of tax)
Exceptional pension curtailment gain (net of tax)
Amortisation and impairment of acquired intangibles (net of tax)
Underlying earnings

Underlying basic earnings per share
Underlying diluted earnings per share
9
12
97,547
2,704
100,251
97,425
2,412
99,837
Restated
m
96.0
(12.0)
1.9
85.9
84.6
(4.9)
(3.3)
6.1
82.5
pence
98.4
95.8
pence
86.8
84.7
88.1
85.7
84.7
82.6
As detailed in note 1, during the year the Group adopted and retrospectively applied IAS 19 (revised 2011). The profit for the year
attributable to owners of the parent and, consequently, underlying earnings for the year ended 31 March 2013 have been restated
accordingly. See note 44 for further details regarding the impact of the adoption of IAS 19 (revised 2011) on the Group.
Group
2014
2013
Number (000) Number (000)
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:

continued
15. Parent Company Income Statement and Statement of Comprehensive Income
The Company has not presented its own Income Statement or Statement of Comprehensive Income as permitted by Section 408 of the
Companies Act 2006. The profit and total comprehensive income for the year attributable to the owners of the parent was 43.7m
(2013: 23.4m), which included 45.4m (2013: 16.1m) of dividend income from subsidiary companies and no profit on disposal of
a subsidiary undertaking (2013: 0.5m), see note 9.
The Companys individual Income Statement and Statement of Comprehensive Income were approved by the Board on 10 June 2014.
16. Goodwill
Note
Cost at 1 April
Additions
Difference on exchange
Cost at 31 March
Aggregate impairment at 1 April
Aggregate impairment at 31 March
Net book value at 31 March
10
2014
m
220.2
5.7
(13.8)
212.1
Group
2013
m
213.4
6.8
220.2
8.8
(0.7)
8.1
8.4
0.4
8.8
204.0
211.4
Impairment test for goodwill

Goodwill is not amortised but is tested for impairment in accordance with IAS 36, Impairment of assets, at least annually or more frequently
if events or changes in circumstances indicate a potential impairment.
Goodwill is allocated to the Groups CGU, or group of CGUs, that management has identified in order to carry out impairment tests.
Following a change in its operational management, the Group has amended its operating segments for reporting purposes to reflect the
United Kingdom and Europe as one segment; previously Europe had been managed and reported with Asia Pacific. The segmental summary
of goodwill for the comparative year ended 31 March 2013 has therefore been represented in line with the revised segments. The following
is a summary of goodwill allocation by CGU or group of CGUs, summarised at the operating segment level:
Group
Restated
2014
2013
m
m
45.1
45.5
North America
131.0
141.8
Asia Pacific
5.5
Energy
22.4
24.1
Total
204.0
211.4
The impairment test involves comparing the carrying value of the CGU or group of CGUs to which goodwill has been allocated to their
recoverable amount. The recoverable amount is based on the higher of fair value less costs to sell and value in use. An impairment loss
is recognised immediately when the carrying value of those assets exceeds their recoverable amount.
Recoverable amount
Fair value less costs to sell is the best estimate of the amount obtainable from the sale of a CGU or group of CGUs in an arms-length
transaction between knowledgeable, willing parties, less the costs of disposal. Value in use is the present value of the future cash flows
expected to be derived from the CGU or group of CGUs.
Fair value is assessed from an external perspective and value in use from a Group-internal perspective. Both are determined using a business
valuation model, taking into account planned future cash flows. If available, third-party valuations are taken as a basis for determining
fair value.

continued
The cash flow projections from that budget are extrapolated for the next four years using an estimated growth rate and projected margin.
Growth rates of between 1.7% and 5.4% are based on the economic environment for the country in which the CGU operates. As required
by IAS 36, cash flows beyond the five year period are extrapolated based on the long term average growth rate for the primary country in
which the CGU operates of between 1.8% and 5.3%. These growth rates are derived from the International Monetary Funds World
Economic Outlook published Gross Domestic Product (GDP) growth rates. Projected margins reflect the historical and budgeted performance
of the CGU. The projections do not include the impact of future restructuring projects to which the Group is not yet committed.
Strategic Report
Value in use calculations

Methodology
The internal value in use calculations use cash flow projections based on the following financial years budget approved by the Board,
which is based on past performance and managements expectations of market developments. The key assumptions in the budget relate
to revenue and profit margins. Budgeted revenue is based on managements knowledge of actual results from prior years, along with the
existing committed and contracted workload, as well as managements future expectations of the level of work available within the market.
Profit margins are based on current margins being achieved in conjunction with economic conditions in the market or country of operation.
Assumptions
The growth rate and discount rate assumptions used for the internal value in use calculations are as follows:
Five year growth rate

Post five year growth rate
Pre-tax discount rate
Group
2014
2013
1.7% 5.4% 1.5% 3.3%
1.8% 5.3% 1.7% 3.3%
6.7% 17.9% 7.7% 15.2%
Governance
The cash flows have been discounted using the CGUs specific pre-tax discount rates of between 6.7% to 17.9%. The discount rates have
been calculated based on the Groups weighted average cost of capital using the capital asset pricing model to determine the cost of equity
and risks specific to the CGU. The discount rates are revised annually using updated market information.
2013
3.3%
3.3%
12.4%
Given the materiality of goodwill allocated to the North America group of CGUs, together with the relative headroom derived by the
calculations, sensitivity analysis has been performed on the key assumptions used in the value in use calculations. The two assumptions
to which these calculations are most sensitive are the projected profit margin and the discount rate. Specific sensitivity analysis with regard
to these assumptions shows that, with respect to the profit margin, it would need to fall by 180 basis points before any impairment would
be triggered, and similarly the pre-tax discount rate would need to increase from 13.5% to 16.6%.
For the other CGUs, management has considered the level of headroom resulting from the impairment tests. Where appropriate, further
sensitivity analysis has been performed by changing the base case assumptions applicable to each CGU. The analysis has indicated that
no reasonably possible changes in any individual key assumption would cause the carrying amount of the business to exceed its recoverable
amount.
As at 31 March 2014 and 2013, based on these valuations, the recoverable value of goodwill required no impairment.
2014
2.7%
2.2%
13.5%
Five year growth rate

Post five year growth rate
Pre-tax discount rate
Sensitivities
Goodwill of 131.0m (2013: 141.8m) allocated to the North America operating segment includes 124.1m of goodwill arising on the
acquisition of PBSJ. This goodwill has been allocated to the North America group of CGUs and is considered significant in comparison with
the Groups total carrying amount of goodwill. The recoverable amount of this group of CGUs has been determined using an internal value
in use calculation. The growth rate and discount rate assumptions used for this calculation are as follows:

continued
17. Other intangible assets
Cost at 1 April 2012

Additions
Disposals
Cost at 31 March 2013
Additions
Acquisition of subsidiary undertakings
Disposals
Acquired
Corporate
Trade
customer information names and
relationships
systems trademarks
Note
m
m
m
43.6
3.0
5.6
(2.8)
1.5
0.2
45.1
0.2
5.8
Group
Software
licences
m
18.1
6.3
(0.3)
1.1
25.2
Total
m
70.3
6.3
(3.1)
2.8
76.3
1.5
(2.0)
(3.8)
40.8
0.2
(4.6)
1.2
4.3
(2.3)
(0.8)
26.4
4.3
1.5
(8.9)
(4.6)
68.6
10.3
2.6
2.6
0.4
15.9
3.0
(2.8)
0.2
0.8
4.8
0.2
5.8
9.9
4.0
(0.2)
1.1
14.8
24.0
6.6
7.4
(3.0)
1.7
36.7
Amortisation charge for the year

Disposals
Accumulated amortisation and impairment
at 31 March 2014
2.7
(2.0)
(1.5)
15.1
0.2
(4.6)
1.2
4.8
(2.2)
(0.7)
16.7
7.5
(8.8)
(2.2)
33.2
Net book value at 31 March 2014

25.7
29.2
9.7
10.4
35.4
39.6

at 1 April 2012
Amortisation charge for the year
Impairment charge for the year
Disposals
at 31 March 2013
10
Included within acquired customer relationships are costs of 4.9m (2013: 5.4m) in respect of backlog orders, arising from the acquisition
of PBSJ on 1 October 2010. At 31 March 2014, the net book value of these backlog orders is nil (2013: 0.1m). The remaining amortisation
life of the other assets included within acquired customer relationships is 15.5 years.
In the prior year, the carrying amounts of acquired customer relationships and trade names and trademarks relating to Peter Brown, a wholly
owned subsidiary of the Group, were reduced to recoverable amounts of nil following an impairment review. Impairment charges of 2.6m
and 4.8m were recognised respectively, as well as 2.6m amortisation on acquired intangibles, as shown above. These impairment charges
were included in administrative expenses in the Consolidated Income Statement. The recoverable amounts of Peter Browns intangible assets
were based on their value in use. The post-tax discount rate used in the value in use calculation was 9.3%. Peter Brown has been reported
within the Groups North America operating segment, note 3. The ongoing operations of this business were disposed of on 30 August 2013.
Further details regarding this disposal are given in note 9.
The amortisation charge for the year of 7.5m (2013: 6.6m) is included in administrative expenses in the Consolidated Income Statement.

continued
18. Property, plant and equipment
Additions
Disposals
Accumulated depreciation at 1 April 2012
Depreciation charge for the year
Disposals
Transferred to disposal group classified as held for sale
Accumulated depreciation at 31 March 2013
Depreciation charge for the year
Disposals
Accumulated depreciation at 31 March 2014
10
Total
m
125.1
18.3
(10.6)
(15.0)
2.7
120.5
(0.3)
(0.5)
20.4
1.7
(1.1)
(1.1)
29.6
11.8
0.1
(6.4)
(3.9)
70.8
13.5
0.1
(7.8)
(5.5)
120.8
7.8
0.4
8.2
18.1
3.3
(2.3)
(0.1)
0.3
19.3
47.7
10.9
(7.9)
(9.9)
1.5
42.3
73.6
14.6
(10.2)
(10.0)
1.8
69.8
0.4
(0.1)
8.5
3.3
(0.7)
(0.6)
21.3
11.0
(6.2)
(2.8)
44.3
14.7
(6.9)
(3.5)
74.1
11.9
13.0
8.3
10.8
26.5
26.9
46.7
50.7
The depreciation charge for the year of 14.7m (2013: 14.6m) is included in administrative expenses in the Consolidated Income Statement.
An independent valuation of the Groups freehold land and buildings was performed by valuers to determine their fair value at 31 March 2014.
The market value of freehold land and buildings is estimated at 18.5m (2013: 17.6m).
Strategic Report
Group
Governance

Additions
Disposals
Transferred to disposal group classified as held for sale
Short term
Plant,
leasehold
machinery
property and vehicles
m
m
28.9
75.4
3.2
15.1
(2.3)
(8.3)
(0.2)
(14.8)
0.5
1.8
30.1
69.2
Note
Freehold
land and
buildings
m
20.8
0.4
21.2
Included in plant, machinery and vehicles above are equipment and vehicles held under finance leases and hire purchase contracts as follows:
Cost
Accumulated depreciation
Net book value
2014
m
0.3
(0.2)
0.1
2013
m
12.8
(8.1)
4.7
In the prior year, 4.6m was included in plant, machinery and vehicles transferred to the disposal group classified as held for sale were
equipment and vehicles used by the Groups UK highways services business held under finance leases.
In the prior year, the net book value of property, plant and equipment transferred to the disposal group classified as held for sale amounted
to 5.0m and related to assets used by the Groups UK highways services business, which formed part of the United Kingdom and Europe
operating segment.

continued
19. Investments in subsidiaries

Additions
Company
Total
m
186.9
8.3
195.2
Additions
6.6
201.8
Impairment at 1 April 2012, 31 March 2013
0.8
Disposals
Impairment at 31 March 2014
0.8

201.0
194.4
The Groups principal subsidiaries are disclosed in note 42.

During the prior year, the Company increased its investment in Atkins Investments UK Limited to enable it to fulfil its obligation to make
shareholder contributions to Connect Plus (M25) Intermediate Limited, see note 24.
20. Deferred income tax
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and there is a legally
enforceable right to settle tax assets and liabilities on a net basis. The offset amounts are as follows:
Group
Restated
2014
2013
m
m
Deferred tax assets:
deferred tax assets to be recovered after more than 12 months
81.2
91.0
deferred tax assets to be recovered within 12 months
1.5
0.5
82.7
91.5
Deferred tax liabilities:
deferred tax liabilities to be settled after more than 12 months
deferred tax liabilities to be settled within 12 months
Deferred tax assets (net)
(12.1)
(3.4)
(15.5)
67.2
(16.2)
(3.9)
(20.1)
71.4
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which
the temporary differences can be utilised.
a) Net deferred tax assets/(liabilities)
Accelerated depreciation
Goodwill
Intangible assets
Deferred tax asset on post-employment benefit liabilities
Deferred income
Amortisation of acquired intangibles
Other temporary differences
Total deferred income tax
2014
m
7.3
4.5
(3.2)
65.8
(7.9)
(10.9)
11.6
67.2
Group
Restated
2013
m
10.9
3.7
(1.8)
2.3
65.5
(8.1)
(12.5)
11.4
71.4

continued
Note
Deferred tax assets at 1 April
Transfers between current and deferred tax
Deferred tax charged to the income statement
Deferred tax on acquisitions
Deferred tax credited to equity
Foreign exchange difference on deferred tax
Deferred tax assets at 31 March
8
10
2014
m
71.4
0.9
(12.8)
(0.2)
7.5
0.4
67.2
Group
Restated
2013
m
64.7
(2.3)
9.1
(0.1)
71.4
Strategic Report
b) Analysis of movements during the year
Finance Act 2013 enacted a reduction to the main rate of UK corporation tax to 21% from 1 April 2014 and 20% from 1 April 2015. As the
Finance Act 2013 had been enacted as at the balance sheet date, the impact of these reductions have been reflected in the movements in
deferred tax as at 31 March 2014. No further reductions to the UK corporation tax rate are currently proposed.
Assets as per balance sheet

Other receivables
Trade and other receivables excluding prepayments
Total
Liabilities as per balance sheet

Borrowings excluding finance lease liabilities
Finance lease liabilities
Trade and other payables excluding non-financial liabilities
Total
Group
2014
Derivatives
used for
hedging
m
Total
m
31.5
31.5
0.4
0.4
0.4
19.9
401.7
31.5
237.3
690.8
Other
Liabilities
financial at fair value
liabilities at
through
amortised
profit
cost
and loss
m
m
Derivatives
used for
hedging
m
Total
m
19.9
401.7
237.3
658.9
(100.7)
(0.1)
(254.7)
(355.5)
(4.4)
(4.4)
(100.7)
(0.1)
(4.4)
(254.7)
(359.9)
Assets
at fair value
through
Loans and
profit
receivables
and loss
m
m
Financial instruments by category
Governance
21. Financial instruments

continued

Other receivables
Total

Borrowings excluding finance lease liabilities
Finance lease liabilities
Total
Loans and
receivables
m
Derivatives
used for
hedging
m
20.0
432.0
201.5
653.5
35.9
35.9
0.8
0.8
0.8
20.0
432.0
35.9
201.5
690.2
Other
financial
liabilities at
amortised
cost
m
Liabilities
at fair value
through
profit
and loss
m
Derivatives
used for
hedging
m
Total
m
(109.1)
(0.1)
(274.9)
(384.1)
(2.7)
(2.7)
Loans and
receivables
m
Total

Borrowings
Bank overdraft
Total
Group
2013
Assets
at fair value
through
profit
and loss
m
Total
m
(109.1)
(0.1)
(2.7)
(274.9)
(386.8)
Company
2014
Total
m
165.7
165.7
165.7
165.7
Other
financial
liabilities at
amortised
cost
m
Total
m
(100.7)
(2.4)
(76.2)
(179.3)
(100.7)
(2.4)
(76.2)
(179.3)

continued
Other
financial
liabilities at
amortised
cost
m
Total
m
(109.1)
(82.0)
(191.1)
(109.1)
(82.0)
(191.1)
2014
m
Group
2013
m
6.1
(4.5)
(1.6)

22. Available-for-sale financial assets
At 1 April
Disposals
Net gains transferred from other comprehensive income
At 31 March
Available-for-sale financial assets comprised unlisted corporate bonds with a fixed annual return of 10% and maturity date of 25 August
2016. The bonds were denominated in UAE dirham and were disposed of in the prior year. In addition to the net gain of 1.6m transferred
from other comprehensive income to the Consolidated Income Statement in the prior year, a gain on disposal of 0.8m was included within
administrative expenses in the Consolidated Income Statement in that year in relation to this disposal.
23. Derivative financial instruments
The table below shows the fair value of forward currency contracts at the year end, based on their market value:
Group
2014
2013
Assets
Liabilities
Assets
Liabilities
m
m
m
m
Current
0.4
(2.7)
0.5
(1.4)
Later than one year and no later than two years
Later than two years and no later than five years
Non-current
Total
(0.7)
(1.0)
(1.7)
0.3
0.3
(1.3)
(1.3)
0.4
(4.4)
0.8
(2.7)
Strategic Report
165.2
0.3
165.5
Governance

Borrowings
Total
165.2
0.3
165.5

Total
Total
m
Loans and
receivables
m
Company
2013

continued
The notional principal amounts of the outstanding foreign exchange contracts at 31 March 2014 and 2013 are as follows:
Sell
m
1.0
7.0
1.9
33.0
13.5
Forward contracts to purchase GBP, sell USD

Forward contracts to purchase GBP, sell EUR
Forward contracts to purchase GBP, sell Other
Forward contracts to purchase INR, sell GBP
Forward contracts to purchase INR, sell USD
2014
Buy
m
(1.0)
(7.1)
(1.9)
(31.4)
(14.5)
Sell
m
12.7
5.6
4.6
28.8
Group
2013
Buy
m
(13.1)
(5.4)
(4.7)
(29.0)
The hedged highly probable forecast transactions denominated in foreign currency are expected to occur at various dates during the next
12 months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts as at 31 March 2014 are
recognised in the Consolidated Income Statement in the period or periods during which the hedged forecast transaction affects the
Consolidated Income Statement. This is within 12 months of the end of the reporting period.
Derivatives are classified as a current asset or liability. The full fair value of a hedging derivative is classified as a non-current asset or liability
if the remaining maturity of the hedged item is more than 12 months and, as a current asset or liability, if the maturity of the hedged item
is less than 12 months.
The amounts disclosed in the table below are the contractual undiscounted cash flows of forward currency contracts at the year end:
Inflow
m
31.2
Outflow
m
(32.1)
Group
2013
Net
m
(0.9)
Inflow
m
26.7
Outflow
m
(29.1)
2014
Net
m
(2.4)

Non-current
11.5
14.2
25.7
(12.1)
(15.1)
(27.2)
(0.6)
(0.9)
(1.5)
18.9
0.2
19.1
(19.9)
(0.2)
(20.1)
(1.0)
(1.0)
Total
52.4
(56.3)
(3.9)
50.3
(52.2)
(1.9)
Current
The Group used derivative instruments to hedge foreign currency receipts and payments on current contracts, as described in note 2.
All of the Groups financial instruments are classified as Level 2 under amendments to IFRS 7, Financial instruments: disclosures. A definition
of Level 2 financial instruments is included in note 2. The fair value of derivative financial instruments is calculated based on quoted forward
currency rates at the balance sheet date.
The Group has reviewed all contracts for embedded derivatives and does not have any such instruments that are closely related to the
hostcontract.

continued
Non-current assets:
Impairment of loan notes receivable
Group
2014
m
Group
2013
m
Company
2014
m
Company
2013
m
19.9
19.9
29.6
(9.6)
20.0
9.6
(9.6)
During the year the Group reduced interest-bearing loan notes by 0.1m in Connect Plus (M25) Intermediate Limited (2013: increased by
1.8m), a company in which the Group has a 10% shareholding. Under the terms of the Connect Plus M25 finance agreement, the Group
is required to lend Connect Plus (M25) Intermediate Limited 20m over a period from May 2009 to October 2012. This funding is lent on by
Connect Plus (M25) Intermediate Limited to Connect Plus (M25) Limited, the main trading entity for the Connect Plus M25 project and the
company which holds the 30 year PFI contract with the Highways Agency to design, build, fund and then operate and maintain the M25.
One of the subcontractors used by Connect Plus (M25) Limited to deliver its main obligations under this project is Connect Plus Services.
The Groups interest in Connect Plus Services is disclosed in note 41 and Connect Plus (M25) Intermediate Limited is considered a related
party of the Group.
Governance
At 31 March 2014 the Group held 19.9m of interest-bearing loan notes in Connect Plus (M25) Intermediate Limited (2013: 20.0m).
These loan notes mature in 2039, and has a nominal interest rate of 12% per annum.
Strategic Report
24. Other receivables
None of the other receivables are past due.

25. Inventories
2014
m
Raw materials and consumables
Group
2013
m
0.2
Note
Current assets:
Trade receivables
Less: Provision for impairment of receivables
Trade receivables net
Amounts recoverable on contracts
Amounts due from subsidiary undertakings
Amounts due from joint ventures
Other receivables
Prepayments and accrued income
41
41
Group
2014
m
305.8
(23.9)
281.9
93.2
7.7
18.9
16.4
418.1
Group
2013
m
Company
2014
m
Company
2013
m
314.9
(24.3)
290.6
106.5
7.3
27.6
17.2
449.2
164.2
1.5
165.7
165.2
165.2
The directors consider that the carrying amounts of trade and other receivables approximate their fair value.
At 31 March 2014, 156.8m (2013: 172.1m) of Group trade receivables were within normal payment terms and considered to be fully
performing.
26. Trade and other receivables
The directors consider that the carrying amount of inventories approximates their fair value. There were no amounts of inventories written
off during the year (2013: nil). In the prior year, inventories of 0.8m relating to the Groups UK highways services business were reclassified
from inventories at 31 March 2013 and classified as an asset held for sale.
At 31 March 2014, 96.3m (2013: 100.1m) of Group trade receivables were past due and aged up to six months from invoice date and
carried a provision for impairment of 0.3m (2013: 0.4m). The remaining Group trade receivables of 96.0m (2013: 99.7m) which were
past due and aged up to six months from invoice date but not impaired relate to a number of independent customers for whom there
is no recent history of default.
Group trade receivables aged beyond six months of invoice date totalled 52.7m (2013: 42.7m) and carried a provision for impairment
of 23.6m (2013: 23.9m).


continued
Movements in the Group provision for impairment of trade receivables were as follows:
Group
2013
m
(24.6)
(8.7)
8.7
1.2
(0.9)
(24.3)
2014
m
(24.3)
(11.3)
10.0
0.1
1.6
(23.9)
Provision for impairment at beginning of year

Increase in provisions
Release of provisions
Receivables written off as uncollectable
Provision for impairment at end of year
None of the financial assets that are fully performing were renegotiated during the year. The other classes within trade and other receivables
do not contain impaired assets.
At 31 March 2014, 0.5m of the Companys amounts due from subsidiary undertakings were fully provided against (2013: 0.5m), with
an in year release of provisions of nil (2013: 9.0m), see note 41.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does
not hold any collateral as security.
27. Financial assets at fair value through profit or loss
In accordance with IFRS 7, disclosure is required for financial instruments that are measured in the Consolidated Balance Sheet at fair value.
This requires disclosure of fair value measurements by level.
The Groups financial assets that are measured and recognised at fair value through profit or loss include certificates of deposit, fixed interest
securities, life insurance policies, floating rate notes and UK treasury bills. The Groups financial liabilities that are measured and recognised
at fair value include derivative financial instruments.
The fair value of the Groups derivative financial instruments are disclosed in note 23.
The following table presents the Groups financial assets measured at fair value through profit or loss.
Certificates of deposit
Floating rate notes
Fixed interest securities
UK treasury bills
Life insurance policies
Marketable securities
Level 1
m
6.5
4.6
4.7
15.8
Level 2
m
13.1
2.6
15.7
2014
Total
m
13.1
6.5
4.6
4.7
2.6
31.5
Level 1
m
4.4
8.3
2.7
15.4
Group
2013
Total
m
16.7
4.4
8.3
2.7
3.8
35.9
Level 2
m
16.7
3.8
20.5
A definition of Level 1 and Level 2 financial instruments is included in note 2. There have been no changes to the classification of financial
assets between Level 1 and Level 2 financial instruments at 31 March 2014 or 2013.
Changes in fair values of financial assets at fair value through profit or loss include fair value loss of 0.1m (2013: 0.3m gain).
28. Cash and cash equivalents
Cash at bank and in hand

Short term bank deposits
Group
2014
m
187.0
50.3
237.3
Group
2013
m
153.5
48.0
201.5
Company
2014
m
Company
2013
m
0.3
0.3
The effective interest rate on cash and cash equivalents was 0.5% (2013: 0.7%). Included within cash at bank and in hand is 2.2m
(2013: 0.1m) held by the Companys EBTs.

continued
Current
Bank loans
Bank overdraft
Finance leases
Non-current
Private placement debt
Finance leases
Total
Group
2014
m
Group
2013
m
Company
2014
m
Company
2013
m
55.2
0.1
55.3
59.8
59.8
55.2
2.4
57.6
59.8
59.8
45.5
45.5
49.3
0.1
49.4
45.5
45.5
49.3
49.3
100.8
109.2
103.1
109.1
2014
m
Group
2013
m
45.5
45.5
0.1
49.3
49.4
Strategic Report
29. Borrowings
The maturity profile of the carrying amount of the non-current borrowings was as follows:
Repayable:
Later than five years
Governance
The directors consider that the carrying amount of current borrowings approximates their fair value.
Group
2013
2014
Sterling
US dollar
Bank loans
and private
placement
debt
m
100.7
100.7
Finance
leases
m
0.1
0.1
Total
m
100.8
100.8
Bank loans
and private
placement
debt
m
109.1
109.1
Finance
leases
m
0.1
0.1
Total
m
109.2
109.2
2014
m
0.1
0.1
0.1
Group
2013
m
0.1
0.1
0.1
The carrying amount of borrowings are denominated in the following currencies:
No later than one year

Later than one year and no later than five years
Future finance charges on finance leases
Present value of finance lease payables
Finance leases are on a fixed repayment basis, with interest rates fixed at the contract date. The average effective borrowing rate for all
finance leases was 7.7% (2013: 6.2% including those classified as held for sale) over a weighted average remaining period of 26 months
(2013: 52 months).
The total present value of minimum lease payments under finance leases fall due as follows:

continued
Borrowing facilities
The Group has the following undrawn committed borrowing facilities available at 31 March expiring as follows:
2014
m
141.5

Group
2013
m
113.3
All of the Groups undrawn committed borrowing facilities will be subject to floating rates of interest.
On 10 October 2013 the Group entered into a new five year revolving credit facility (RCF). This facility matures in October 2018. The new
arrangement provides the Group with an enlarged committed credit facility of 200m, and replaced the Groups previous 150m RCF and
30m bilateral facility. This larger facility provides the Group with increased and longer term financial capacity to support its strategy. The
total letters of credit in issue under the committed facility at 31 March 2014 were 3.3m (31 March 2013: 6.9m).
The new facility includes four of the Groups existing lenders, Banc of America Securities Limited, Barclays Bank plc, HSBC Bank plc and
National Westminster Bank plc, together with three new banks, The National Bank of Abu Dhabi, Abbey National Treasury Services plc and
United Overseas Bank Limited.
The Groups borrowing facilities include a number of undertakings and financial covenants. Compliance with these covenants is monitored.
As at 31 March 2014, and since, there have been no breaches (2013: none).
In the prior year, the Group raised $75m through the successful execution of its debut issue in the US private placement market. The
proceeds were used to repay drawn funds under the Groups existing banking facilities. The private placement is due for repayment on
31 May 2019 and carries a nominal interest rate of 4.38%.
30. Trade and other payables

Note
Current liabilities:
Trade payables
Fees invoiced in advance
Amounts due to subsidiary undertakings
Social security and other taxation
Deferred PPP/PFI bid costs recovered and development fees
Accruals and deferred income
Other payables
41
2014
m
Group
2013
m
2014
m
Company
2013
m
63.1
155.5
41.8
156.6
36.1
453.1
74.3
165.9
41.3
0.1
170.5
34.6
486.7
76.2
1.0
77.2
82.0
1.1
83.1
The directors consider that the carrying values of the Groups trade and other payables approximate their fair value.

continued
Group
2013
Vacant
property
m
1.5

Non-current
1.1
1.8
0.4
3.3
1.5
2.0
0.9
4.4
Total
4.1
5.9
Current
Note
Balance at 1 April 2013
Provisions charged to the income statement
Provisions released to the income statement
Provisions utilised
Unwinding of discount
Group
Vacant
property
m
5.9
1.9
(1.8)
(2.0)
0.1
4.1
Governance
2014
Vacant
property
m
0.8
Strategic Report
31. Provisions for other liabilities and charges
The vacant property provision is discounted and is expected to be utilised over the next 12 years (2013: 13 years). No provision has been
released or utilised for any purpose other than that for which it was established.
32. Post-employment benefit liabilities
As detailed in note 1, during the year the Group adopted and retrospectively applied IAS 19 (revised 2011). IAS 19 (revised 2011) and the
related consequential amendments have impacted the accounting for the Groups defined benefit scheme by replacing the interest cost and
expected return on plan assets with a net interest charge on the net defined benefit liability. In addition, the standard requires that unvested
past service cost and administration costs be recognised immediately in the income statement, which has also had a small impact on the
Groups defined benefit liability. The effect of this resulted in the net defined benefit obligation at 1 April 2012 being restated as 262.5m
(previously 265.3m); and 31 March 2013 as 295.6m (previously 298.8m). Comparative information has been restated for the effect of
the retrospective application of the amendment to IAS 19 as disclosed in note 44.
Net retirement benefit liabilities

Other post-employment benefit liabilities
2014
m
324.2
14.8
339.0
Group
Restated
2013
m
282.0
13.6
295.6
The Groups post-employment benefit liabilities are analysed below:

continued
a) Net retirement benefit liabilities

The Group, through trustees, operates a number of defined benefit and defined contribution pension schemes.
Defined contribution schemes are those where the Groups obligation is limited to the amount that it contributes to the scheme and the
scheme members bear the investment and actuarial risks.
Defined benefit schemes are schemes other than defined contribution schemes where the Groups obligation is to provide specified benefits
on retirement.
The two main defined benefit schemes are the Atkins Pension Plan (the Plan) and the Railways Pension Scheme, both of which are funded
final salary schemes. The assets of both schemes are held in separate trustee-administered funds. Other pension schemes include the Atkins
McCarthy Pension Plan in the Republic of Ireland, which is a final salary funded defined benefit scheme, and a range of defined contribution
schemes or equivalent.
The schemes operate under trust law and are managed and administered by trustees on behalf of the members in accordance with the terms
of the trust deed and rules and relevant legislation. Defined benefit contributions are determined in consultation with the trustees, after
taking actuarial advice. The trustees are responsible for establishing the investment strategy and ensuring that there are sufficient assets to
meet the cost of current and future benefits.
The Plan is closed to the future accrual of benefit; all defined benefit members of the Plan were transferred to a defined contribution section
for future service where it was clear they did not benefit from a statutory or contractual right to a final salary pension.
In 2012 Atkins Limited, an indirect wholly-owned subsidiary of the Company, undertook an enhanced transfer value (ETV) exercise for
deferred members of the Plan. The exercise gave rise to a settlement gain under IAS 19 in respect of those members who transferred out
their benefits. The Plan recognised a net settlement gain of 0.1m in respect of the ETV exercise for the year ended 31 March 2013. This is
to allow for the difference between the expected impact of the exercise already included in the 31 March 2012 disclosures and the actual
impact of the exercise. The settlement gain of 0.1m is based on the transfer out of the Plan of a further 1.3m of assets and corresponding
liabilities of 1.4m in respect of those members.

The Railways Pension Scheme invests in a range of pooled investment funds intended to generate a combination of capital growth and
income and as determined by the trustee, taking account of the characteristics of the obligations and the trustees attitude to risk. The
majority of the Railways Pension Schemes assets that are intended to generate additional returns, over the rate at which the obligations are
expected to grow, are invested in a single pooled growth fund. This fund is invested in a wide range of asset classes and the fund manager
RPMI has the discretion to vary the asset allocation to reflect its views on the relative attractiveness of different asset classes at any time.
The remaining assets in the Railways Pension Scheme are principally fixed and index-linked bonds.
The Railways Pension Scheme recognised a curtailment gain in the year ended 31 March 2013 in respect of the two new benefit bases that
came into effect for certain members from 1 January 2013. The curtailment gain arose for members moving from the existing uncapped
salary category or retail price index (RPI) capped salary category to the new consumer price index (CPI) capped category. The reduction
in the past service liability for this curtailment was 4.3m and this was recognised as a curtailment gain in the year ended 31 March 2013.
The Atkins McCarthy Pension Plan was closed to future accrual of benefits for members who do not benefit from a statutory or contractual
right to a final salary pension on 31 March 2009. These members transferred to the Personal Retirement Savings Accounts Ireland (PRSA
Irish Life) scheme with effect from 1 April 2009.
The defined benefit sections of all pension schemes are closed to new entrants, who are offered membership of the defined contribution
section.
Membership of the Groups principal pension schemes is as follows:

Members
Deferred pensioners
Pensioners
Defined benefit schemes

Atkins Pension
Railways Pension
Plan
Scheme
2014
2013
2014
2013
No.
No.
No.
No.
5
10
201
216
7,018
7,214
322
318
3,366
3,274
356
338
10,389
10,498
879
872
Defined contribution schemes

Atkins Pension
Plan
Faithful+Gould
2014
2013
2014
2013
No.
No.
No.
No.
7,163
7,207
935
886
9,978
8,512
1,350
1,294
17,141
15,719
2,285
2,180

continued
3.50%
2.50%
3.40%
2.40%
3.20%
2.50%
2.50%
5.00%
3.10%
2.40%
2.50%
5.00%
5.00%
5.75%
3.50%
2.50%
4.90%
5.65%
3.40%
2.40%
3.50%
2.50%
4.50%
3.40%
2.40%
4.60%
24.1 years
26.3 years
24.0 years
25.9 years
26.3 years
28.6 years
26.2 years
28.2 years
The actuarial tables used to calculate the retirement benefit liabilities for the Plan were the Self-Administered Pension Schemes (SAPS) tables,
with medium cohort improvements from 2002 to 2009 and a scaling factor of 0.85/0.90 for males/females respectively. Future improvements
are based on CMI improvements with a 1.5% per annum improvement trend, based on year of use application. The Railways Pension
Scheme results have been adjusted on an approximate basis to be based on the same mortality tables.
The components of the pension cost are as follows:
Atkins
Pension
Plan
m
Railways
Pension
Scheme
m
Other
m
Total
m
0.1
0.1
2.0
0.2
2.2
2.1
0.2
2.3
Net interest expense
9.4
2.5
0.1
12.0
Total charge to income statement for defined benefit schemes
9.5
4.7
0.1
14.3

Total charge to income statement
9.5
4.7
37.9
38.0
37.9
52.2
5.2
(7.7)
(2.5)
(0.8)
(3.3)
0.6
(1.2)
(0.6)
0.1
(0.5)
(20.1)
(43.4)
(63.5)
6.4
(57.1)
2014
Cost of sales
Current service cost
Total charge
Statement of comprehensive income

(Loss)/gain on pension scheme assets
Changes in assumptions
Remeasurements loss recognised in other comprehensive expense
Deferred tax credited/(charged) to equity
Remeasurements loss (net of deferred tax)
Note
20
(25.9)
(34.5)
(60.4)
7.1
(53.3)
Governance
2013
2014
Price inflation
RPI
CPI
Rate of increase of pensions in payment
Limited Price Indexation (RPI-based)
Limited Price Indexation (CPI-based)
Limited Price Indexation to 2.5%
Fixed
Rate of increase in salaries
Atkins Pension Plan
Railways Pension Scheme (uncapped)
Railways Pension Scheme (RPI capped)
Railways Pension Scheme (CPI capped)
Rate of increase for deferred pensioners
Atkins Pension Plan
Railways Pension Scheme
Discount rate
Longevity at age 65 for current pensioners
Men
Women
Longevity at age 65 for future pensioners (current age 45)
Men
Women
Strategic Report
The main assumptions used for the IAS 19 valuation of the retirement benefit liabilities for the Atkins Pension Plan and the Railways Pension
Scheme are listed in the table below:

continued
Atkins
Pension
Plan
m
Railways
Pension
Scheme
m
Other
m
Total
m
0.2
(0.1)
0.1
1.9
0.2
(4.3)
(2.2)
2.1
0.2
(4.3)
(0.1)
(2.1)
Net interest expense
10.5
2.1
12.6
Total charge/(credit) to income statement for defined benefit schemes
10.6
(0.1)
10.5

Total charge/(credit) to income statement
10.6
(0.1)
32.8
32.8
32.8
43.3
96.9
(123.8)
(26.9)
5.6
(21.3)
9.1
(24.8)
(15.7)
2.5
(13.2)
0.4
(4.9)
(4.5)
0.6
(3.9)
106.4
(153.5)
(47.1)
8.7
(38.4)
2014
Defined benefit obligation
Fair value of plan assets
Retirement benefit liabilities
Atkins
Pension
Plan
m
(1,302.1)
1,043.5
(258.6)
Railways
Pension
Scheme
m
(245.3)
184.6
(60.7)
Other
m
(13.1)
8.2
(4.9)
Total
m
(1,560.5)
1,236.3
(324.2)
2013
Retirement benefit liabilities
Atkins
Pension
Plan
m
(1,248.8)
1,027.9
(220.9)
Railways
Pension
Scheme
m
(230.2)
173.8
(56.4)
Other
m
(12.2)
7.5
(4.7)
Total
m
(1,491.2)
1,209.2
(282.0)
Restated
2013
Cost of sales
Current service cost
Curtailment gain
Settlement gain (net)
Total charge/(credit)
Statement of comprehensive income

Gain on pension scheme assets
Changes in assumptions
Deferred tax credited to equity
Remeasurements loss (net of deferred tax)
Note
20
Other includes the Atkins McCarthy Pension Plan and an unfunded pension obligation in relation to a former director, for 1.0m (2013: 0.9m).

continued
Atkins Pension Plan

%
m
44.7
466.6
31.2
325.2
12.8
133.8
3.8
39.2
1.1
11.5
6.4
67.2
100.0
1,043.5

%
m
61.3
113.2
14.3
26.4
14.4
26.5
9.7
17.9
0.3
0.6
0.0
100.0
184.6
2013
Equities
Government bonds
Corporate bonds
Property
Cash
Atkins Pension Plan

%
m
42.3
435.3
34.4
353.1
19.0
195.5
3.9
39.6
0.4
4.4
100.0
1,027.9

%
m
62.1
107.9
14.0
24.3
14.1
24.5
9.4
16.4
0.4
0.7
100.0
173.8
The assets of the schemes do not include any direct holdings of the Groups financial instruments, nor any property occupied by, or other
assets, of the Group.
Governance
2014
Equities
Government bonds
Corporate bonds
Property
Cash
Other
Strategic Report
The major categories of plan assets as a percentage of total plan assets are as follows:
Railways
Pension
Scheme
m
230.2
2.0
0.2
10.4
7.7
1.5
(6.7)
245.3
Other
m
12.2
0.3
1.2
(0.3)
(0.3)
13.1
Total
m
1,491.2
2.1
0.2
67.4
43.4
1.5
(45.0)
(0.3)
1,560.5
2013
Defined benefit obligation at beginning of year
Service cost
Curtailment gain
Settlement gain
Interest cost
Employee contributions
Benefit payments
Defined benefit obligation at end of year
Atkins
Pension
Plan
m
1,116.5
0.2
(1.4)
57.3
123.8
0.1
(47.7)
1,248.8
Railways
Pension
Scheme
m
203.4
1.9
0.2
(4.3)
10.3
24.8
1.4
(7.5)
230.2
Other
m
7.1
0.4
4.9
(0.2)
12.2
Total
m
1,327.0
2.1
0.2
(4.3)
(1.4)
68.0
153.5
1.5
(55.4)
1,491.2
2014
Defined benefit obligation at beginning of year
Service cost
Interest cost
Benefit payments
Defined benefit obligation at end of year
Atkins
Pension
Plan
m
1,248.8
0.1
56.7
34.5
(38.0)
1,302.1
Movements in the present value of the defined benefit obligation are as follows:

continued
Movements in the fair value of plan assets are as follows:

Atkins
Railways
Pension
Pension
Plan
Scheme
Other
Total
2014
m
m
m
m
Fair value of plan assets at beginning of year
1,027.9
173.8
7.5
1,209.2
Interest return on plan assets
47.3
7.9
0.2
55.4
Employer contributions
32.2
2.9
0.4
35.5
1.5
1.5
Benefits paid
(38.0)
(6.7)
(0.3)
(45.0)
Remeasurements (loss)/gain recognised in other comprehensive expense
(25.9)
5.2
0.6
(20.1)
(0.2)
(0.2)
Fair value of plan assets at end of year
1,043.5
184.6
8.2
1,236.3
Atkins
Pension
Plan
m
911.9
46.8
(1.3)
21.2
0.1
(47.7)
96.9
1,027.9
Railways
Pension
Scheme
m
160.2
8.2
2.4
1.4
(7.5)
9.1
173.8
Other
m
6.6
0.3
0.3
(0.2)
0.4
0.1
7.5
Total
m
1,078.7
55.3
(1.3)
23.9
1.5
(55.4)
106.4
0.1
1,209.2
2014
Net retirement benefit liabilities at beginning of year (restated)
Service cost
Net finance costs
Contributions
Remeasurements gain recognised in other comprehensive expense
Net retirement benefit liabilities at end of year
Atkins
Pension
Plan
m
(220.9)
(0.1)
(9.4)
32.2
(60.4)
(258.6)
Railways
Pension
Scheme
m
(56.4)
(2.0)
(0.2)
(2.5)
2.9
(2.5)
(60.7)
Other
m
(4.7)
(0.1)
0.4
(0.6)
0.1
(4.9)
Total
m
(282.0)
(2.1)
(0.2)
(12.0)
35.5
(63.5)
0.1
(324.2)
2013
Net retirement benefit liabilities at beginning of year (restated)
Service cost
Net finance costs
Curtailment gain
Settlement gain
Contributions
Net retirement benefit liabilities at end of year (restated)
Atkins
Pension
Plan
m
(204.6)
(0.2)
(10.5)
0.1
21.2
(26.9)
(220.9)
Railways
Pension
Scheme
m
(43.2)
(1.9)
(0.2)
(2.1)
4.3
2.4
(15.7)
(56.4)
Other
m
(0.5)
0.3
(4.5)
(4.7)
Total
m
(248.3)
(2.1)
(0.2)
(12.6)
4.3
0.1
23.9
(47.1)
(282.0)
2013
Fair value of plan assets at beginning of year
Interest return on plan assets
Settlement loss
Employer contributions
Benefits paid
Remeasurements gain recognised in other comprehensive expense
Fair value of plan assets at end of year
Movements in the net retirement benefit liabilities are as follows:

continued
Loss from change in financial assumptions

Experience gains/(losses)
Actuarial loss on defined benefit obligation arising during the year
Return on plan assets (less)/greater than discount rate
Losses at the end of year
2013
Losses at the beginning of year (restated)
Net remeasurement losses recognised in the year:

Loss from change in financial assumptions

Experience losses
Actuarial loss on defined benefit obligation arising during the year
Return on plan assets greater than discount rate
Losses at the end of year (restated)
Railways
Pension
Scheme
m
(34.2)
(2.5)
Other
m
(11.2)
(0.6)
Total
m
(239.5)
(63.5)
(41.2)
6.7
(34.5)
(25.9)
(7.2)
(0.5)
(7.7)
5.2
(1.2)
(1.2)
0.6
(49.6)
6.2
(43.4)
(20.1)
(254.5)
(36.7)
(11.8)
(303.0)
Atkins
Pension
Plan
m
(167.2)
(26.9)
Railways
Pension
Scheme
m
(18.5)
(15.7)
Other
m
(6.7)
(4.5)
Total
m
(192.4)
(47.1)
(123.8)
(123.8)
96.9
(22.9)
(1.9)
(24.8)
9.1
(4.9)
(4.9)
0.4
(151.6)
(1.9)
(153.5)
106.4
(194.1)
(34.2)
(11.2)
(239.5)
Atkins
Pension
Plan
m
47.3
(25.9)
21.4
Railways
Pension
Scheme
m
7.9
5.2
13.1
Other
m
0.2
0.6
0.8
Total
m
55.4
(20.1)
35.3
Atkins
Pension
Plan
m
46.8
96.9
143.7
Railways
Pension
Scheme
m
8.2
9.1
17.3
Other
m
0.3
0.4
0.7
Total
m
55.3
106.4
161.7
Governance
2014
Losses at the beginning of year
Net remeasurement losses recognised in the year:
Atkins
Pension
Plan
m
(194.1)
(60.4)
Strategic Report
Cumulative remeasurement effects recognised in Other Comprehensive Income are as follows:
2013
Expected return on plan assets
Experience gain on plan assets
Actual return on plan assets
2014
Expected return on plan assets
Experience (loss)/gain on plan assets
Actual return on plan assets
The return on plan assets is as follows:

continued
History of experience gains and losses:
Experience (loss)/gain on scheme assets

Percentage of scheme assets
Experience gain/(loss) on scheme liabilities
Percentage of defined benefit obligation
Net retirement benefit liabilities
2014
Total
(20.1)m
(1.6)%
Restated
2013
Total
106.4m
8.8%
2012
Total
83.8m
7.8%
2011
Total
(2.5)m
(0.3)%
2010
Total
125.2m
14.2%
6.2m
(0.4)%
(1.9)m
0.1%
4.4m
(0.3)%
43.8m
(3.4)%
(0.3)m
(1,560.5)m
1,236.3m
(324.2)m
(1,491.2)m
1,209.2m
(282.0)m
(1,329.8)m
1,078.7m
(251.1)m
(1,282.1)m
944.3m
(337.8)m
(1,322.7)m
882.7m
(440.0)m
The Group completed its last triennial valuation as at 31 March 2013 and is therefore due to complete its next triennial valuation as at
31 March 2016. The Group considers that the contribution rates set at the recent valuation date are sufficient to eliminate the deficit over
the agreed period.
The nature of the funding regime in the UK creates uncertainty around the size and timing of cash that the Company will be required
to pay to the pension schemes.
The Group has agreed that it will proceed with a new repayment plan that ends in March 2025, with one-off payments of 32m for each
of the two years ending 31 March 2015, which escalate thereafter at 2.5% per annum.
The Group expects employer contributions to be paid during the financial year to 31 March 2015 to be around 34.9m, of which 32m
is in relation to the funding of the actuarial deficit, and employee contributions paid to be around 1.5m. Expected benefit payments made
directly by the Group to pensioners in the financial year to 31 March 2015 are nil.
The approximate effect on the liabilities from changes in the main assumptions used to value the liabilities are as follows:
Change in assumption
Discount rate
Inflation
Real rate of increase in salaries
Longevity
increase/decrease 0.5%
increase 1 year
Effect on plan liabilities

Atkins Pension Plan Railways Pension Scheme
decrease/increase 10.0%
decrease/increase 8.0%
increase 3.0%
increase 2.0%
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this
is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit
obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the
projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised
within the Consolidated Balance Sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
The effect of the change in inflation on liabilities assumes a corresponding change in salary increases and inflation-related pension increases.
b) Other post-employment benefit liabilities
The Group operates unfunded schemes within certain of its non-UK businesses, including gratuity schemes, Key Employee Supplemental
Option Plans (KESOP) and post-retirement medical benefit schemes.
Members of the gratuity schemes are entitled to receive a cash gratuity on leaving the business which is dependent on their length of
employment and final salary. Valuation of the gratuity obligation is carried out in line with the principles of IAS 19, Employee benefits.
The Group operates a KESOP providing some key officers and employees in its North American business (the business) with post-retirement
benefits, known as the Supplemental Income Program (SIP). The SIP is an unfunded plan that provides participants with retirement income
for a specified period of between 5 and 15 years upon retirement, death or disability. The plan fixes a minimum level for retirement benefits
to be paid to participants based on the participants position in the business, their age and length of service at retirement. Additionally,
certain executive agreements have been amended to provide post-retirement medical benefits to those employees and their spouses, at
a level substantially similar to those medical and hospitalisation benefits paid and provided to senior executives currently employed by the
business. The insurance benefits will be provided without any further or additional services from the employee to the business and they
will be paid for and provided for as long as the employee and their spouse shall live.

Note
Other post-employment obligations at beginning of year
Current service cost and other comprehensive income
Past service cost and other comprehensive income
Interest cost
Net measurement loss recognised in the year
Benefit payments
Other post-employment obligations at end of year
10
2014
m
13.6
0.4
3.8
1.5
0.6
0.1
(3.8)
(1.4)
14.8
Group
2013
m
14.2
2.0
0.7
0.2
(4.2)
0.7
13.6
2014
2013
5.00%
3.00%
2 years
5.00%
3.00%
2 years
1.05%
1.05%
4.00%
7.50%
5.00%
2022
3.75%
7.50%
5.00%
2021
Strategic Report

continued
Gratuity scheme
Discount rate
Salary inflation
Average remaining service period
KESOP scheme
Discount rate
Medical plan
Discount rate
Healthcare cost trend rate for next year
Rate of decline of cost trend rate
Year that rate reaches ultimate trend rate
Governance
The main assumptions used for the IAS 19 valuation of other post-employment benefits are listed in the table below:
Life expectancy
The majority of the plans obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an
increase in the plans liabilities. This is particularly significant in the UK and Irish plans, where inflationary increases result in higher sensitivity
to changes in life expectancy. The Atkins Pension Plan has had interest and inflation rate hedging in place for some time, but due to the
relative immaturity of the longevity hedging market, to date the Group has held off implementing a longevity hedging programme.
As a consequence, the Plan remains fully exposed to any future improvements in mortality beyond those already assumed by the Actuary.
Changes in bond yields
A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the
plans bond holdings.
Asset volatility
The Retirement benefit plan liabilities are calculated using a discount rate set with reference to corporate bond yields. If plan assets
underperform this yield, this will create a deficit. Both the UK and Irish plans hold a significant proportion of equities, which are expected
to outperform corporate bonds in the long-term while exposing the Group to greater volatility and valuation risk in the short-term. The
government bonds represent investments in UK Government securities only.
c) Post-employment benefit liabilities Risks

Through its defined benefit pension plans and other post-employment benefit liabilities, the Group is exposed to a number of investment
and actuarial risks, the most significant of which are detailed below:

continued
Inflation risk
Some of the Group pension obligations are linked to inflation, and higher inflation will lead to higher liabilities (although, in most cases,
caps on the level of inflationary increases are in place to protect the plan against extreme inflation). The majority of the plans assets are
either unaffected by fixed interest bonds or loosely correlated with equities inflation, meaning that an increase in inflation will also increase
the deficit.
The Group does not use derivatives or hedging, other than interest and inflation rate hedging, to manage its risk. Investments are well
diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. A large portion of
assets in 2014 consists of equities and bonds, although the Group also invests in property, cash and investment (hedge) funds. The Group
believes that equities offer the best returns over the long term with an acceptable level of risk. The majority of equities are in a globally
diversified portfolio of international blue chip entities. A breakdown of the major categories of plan assets as a percentage of total plan
assets for the two UK schemes is detailed above.
Expected maturity analysis of other post-employment benefit liabilities are as follows:
At 31 March 2014
KESOP ($m)
Post-retirement medical benefit schemes ($m)
Less than
a year
0.4
0.1
Between
1-2 years
0.3
0.1
Between
2-5 years
0.4
0.3
Over
5 years
0.4
Total
1.1
0.9
An approximate analysis of the maturity of the obligations for the two main defined benefit schemes is given in the table below:
Proportion relating to active members

Proportion relating to deferred members
Proportion relating to pensioners
Total
Atkins Pension Plan

2014
2013
%
%
0.0
0.0
61.0
67.0
39.0
33.0
100.0
100.0

2014
2013
%
%
37.0
38.0
16.0
16.0
47.0
46.0
100.0
100.0
The weighted average duration of the defined benefit obligation is 20 years (2013: 20 years) for the Atkins Pension Plan, 16 years (2013:
16 years) for the Railways Pension Scheme and between 25 and 30 years (2013: between 25 and 30 years) for the McCarthy Pension Plan.
Expected future benefit payments from the Atkins Pension Plan (the Plan) are mostly in respect of pension payments that are either linked
to price inflation or receive fixed pension increases. These projected benefit payments are expected to be made from the Plan over the next
80 or so years. The payments are expected to rise over the next 30 years, when they will peak, before beginning to decline.
The Group expects pension benefits to be paid by the schemes during the financial year to 31 March 2015 to be approximately 46.7m.
33.
Deferred PPP/PFI bid costs recovered, maturing:

2014
m
Group
2013
m
0.1
0.2
1.2
1.5
0.1
0.2
1.2
1.5

continued
34. Ordinary shares

No. shares
104,451,799
0.5
Group and Company

2013
No. shares
m
104,451,799
0.5
At the 2013 annual general meeting (AGM), shareholder authority was obtained for the Company to purchase up to a maximum of
10,011,000 of its own ordinary shares (representing approximately 10% of the issued share capital of the Company on 12 June 2013) for
a period ending on the earlier of the next AGM or 31 October 2014, provided that certain conditions (relating to the purchase price) are met.
The notice of meeting for the AGM to be held at 1100 hours on Wednesday 30 July 2014 proposes that shareholders approve a resolution
updating and renewing this authority. Shares in the Company may also be purchased by Atkins EBTs.
Strategic Report
Issued, allotted and fully paid ordinary shares of 0.5p each

At 1 April and at 31 March
2014
m
As at the date of this report there were 4,341,000 ordinary shares of 0.5 pence each (nominal value 21,705) held as treasury shares.
No shares were purchased during the year ended 31 March 2014 (2013: nil). The 4,341,000 treasury shares, which represent approximately
4.2% (2013: 4.2%) of the total of the called up share capital as at the date of this report, have not been cancelled and represent a deduction
from shareholders equity.
Long Term Incentive Plans

WS Atkins plc Long Term Growth Unit plan (LGU) August 2012 onwards
A share plan for senior executives where units are granted at a base price which is normally based on the six-month average share price
calculated at the date of grant. The vesting of units occurs in three equal tranches on the fourth, fifth and sixth anniversaries of the date of
grant. Vesting is subject to a strategic underpin which is considered by the Remuneration Committee. On exercise, the value of each unit is
equal to the increase, if any, in the average share price of one notional Company share between the grant date and the exercise date. Any
such increase will normally be calculated using the six-month average share price. No more than 50% of a participants total number of
units subject to a single grant may be exercised in any 12-month rolling period. The increase will usually be delivered in the form of a nil cost
option except in the US, where awards are granted as market value options and are scaled back on exercise to allow only the exercise of
options equivalent to the gain that would have been made under a non-US award. The units will generally be settled in equity.
Governance
35. Share-based payments
WS Atkins plc Long Term Incentive Plan (LTIP) August 2012 onwards
A share plan for senior executives used to grant awards that are settled in equity or, in limited circumstances, in cash. Subject to the
Companys real growth in absolute EPS over the performance period. The growth target requires the increase to be more than 12% per
annum in the three-year performance period to allow full vesting. If the increase is less than 5% per annum, there will be no vesting. If the
increase is 5% per annum, vesting will be at 25%, and a sliding scale operates between 5% and 12% per annum.
As a general rule, awards granted to participants who leave employment prior to vesting will be forfeited. In the event a participant leaves
as a result of a qualifying reason, they receive a pro rata entitlement.
as a result of a qualifying reason, they receive a pro rata entitlement.
Atkins Long Term Incentive Plan (LTIP) September 2006 to July 2012
A share plan for senior executives and key employees used to grant awards to employees that are settled in equity or, in limited
circumstances, in cash. There are different performance targets for different categories of management. Grants made to executive directors
and senior employees have 50% of the grant subject to the Companys total shareholder return (TSR) performance relative to the
constituents of the FTSE 250 Index (excluding investment trusts) at the start of the performance period. Full vesting of this portion of the
grant will take place if the Company is ranked in the upper quartile and 30% vesting will be achieved with a median ranking, with pro rata
vesting for intermediate performance. No vesting will occur for a ranking below median.
The remaining 50% of the grant made to executive directors and senior employees is subject to the Companys real growth in underlying
EPS over the performance period. For the 2006 and subsequent grants, the growth target requires the increase to be more than 10% per
annum above the UK RPI in the three-year performance period to allow full vesting. If the increase is less than 4% per annum above the UK
RPI, then there will be no vesting. If the increase is 4% per annum above the UK RPI, vesting will be at 30%, and a sliding scale operates
between 4% and 10% above the UK RPI.
Awards granted to other participants are subject solely to the EPS condition. As a general rule, awards granted to participants who leave
employment prior to vesting will be forfeited. In the event a participant leaves as a result of a qualifying reason, they receive a pro rata
entitlement.
Subject to vesting, participants are entitled to receive the benefit of dividends declared following grant without interest.
Subject to vesting, participants are entitled to receive the benefit of dividends declared following grant, without interest.

continued
Atkins Long Term Incentive Plan (LTIP) September 2003 to August 2006
circumstances, in cash. The performance condition was TSR with an EPS growth underpin measured over three financial years starting with
the financial year beginning immediately after the award was granted. Full vesting of any award took place for a TSR performance where
the Company ranked in the top 20% in a group of up to 16 comparator companies, 30% vesting for median ranking and no vesting if
TSR fell below the median. The EPS underpin was the UK RPI plus 2% per annum. As a general rule, awards granted to participants who
left employment prior to vesting were forfeited. In the event a participant left as a result of a qualifying reason, they received a pro rata
entitlement. All awards have now vested.
Deferred Share Plans
Atkins Deferred Bonus Plan (DBP)
circumstances, in cash. There is no performance condition but awards are restricted for at least three years from the date of grant.
as a result of a qualifying reason, they will receive their award in full. Subject to vesting, participants are entitled to receive the benefit of
dividends declared following grant without interest. All awards have now vested.
Atkins Deferred Share Plan (DSP)
A share plan for senior executives and key employees used to grant awards to employees that are settled in equity or in cash. There is no
performance condition but awards are restricted for a set period from the date of grant, fixed by the Remuneration Committee at grant.
as a result of a qualifying reason, they will receive their award in full. Subject to vesting, participants are entitled to receive the benefit of
dividends declared following grant without interest. Awards granted to executive directors in relation to the executive bonus scheme are
restricted for three years from the date of grant.
The Groups share-based payments charge for the year of 10.2m (2013: 7.5m) has been included in administrative expenses in the
Consolidated Income Statement.
The effect of the share-based payment transactions on the Groups results and financial position is as follows:
Total expense recognised for equity settled share-based payment transactions

Total expense recognised for cash settled share-based payment transactions
Closing balance of liability for cash settled share-based payment transactions

As at 31 March 2014 the following awards were outstanding:
LTIPs
Awards outstanding at 1 April 2012

Granted
Exercised/transferred
Lapsed
Forfeited
Awards outstanding at 1 April 2013
Granted
Exercised/transferred
Lapsed
Forfeited
Awards outstanding at 31 March 2014
No.
745,567
284,215
(61,226)
(250,221)
718,335
192,512
(52,614)
(187,911)
(33,901)
636,421
LGU
Weighted
average
exercise/
transfer
price
No.
209,768
209,768
162,880
(11,479)
361,169
Weighted
average
exercise/
transfer
price
207.19 p
207.19 p
294.22 p
253.02 p
2014
m
6.7
3.5
10.2
Group
2013
m
6.5
1.0
7.5
4.7
2.5
DBP/DSP
Weighted
average
exercise/
transfer
No.
price
2,986,816
1,215,077
(753,101)
(4,000)
(112,390)
3,332,402
1,222,668
(1,107,703)
(3,270)
(155,112)
3,288,985
The weighted average exercise price of LGU awards is calculated by reference to both non-US awards, where the increase in value is delivered
in the form of a nil cost option, and US awards, where the awards take the form of market value options.
The weighted average share price at the date of exercise was 1,100.14 pence (2013: 743.93 pence).

continued
A summary of awards outstanding as at 31 March 2014 is as follows:
DBP
DSP
Maximum
term
0.0p
667.0p
to 973.5p
4 to 6 years
10 years
8.77 years
246,783
4 to 6 years
10 years
8.75 years
114,386
0.0p
3 years
3 to 10 years
7.62 years
442,826
0.0p
3 years
3 to 10 years
7.19 years
158,057
1,600
0.0p
3 years
3 to 10 years
3.03 years
33,588
33,588
0.0p
3 to 4 years
10 years
0.24 years
1,950
1,950
0.0p
3 years
10 years
2.24 years
37,670
37,670
0.0p
1 to 3 years
1 to 10 years
7.12 years
3,251,315
316,124
Exercise price
13/08/2012
to 26/06/2013
13/08/2012
to 26/06/2013
13/08/2012
to 24/06/2013
03/08/2007
to 20/06/2011
11/09/2006
to 30/11/2007
17/09/2003
to 25/06/2004
25/06/2004
to 30/11/2007
29/06/2007
to 19/11/2012
Strategic Report
Scheme
maturity
Award date
Governance
Scheme
LGUs
LGU (August 2012
onwards non-US)
LGU (August 2012
onwards US)
LTIPs
LTIP (August 2012
onwards)
LTIP (September 2006
to July 2012 TSR/EPS)
to July 2012 EPS)
to August 2006)
DSPs
Weighted
average
Awards
Awards
remaining outstanding exercisable
contractual at 31 March at 31 March
life
2014
2014
On 24 June 2013 the Company issued awards over 1,097,236 shares to employees under the DSP, 192,512 shares to employees under LTIP
and 162,880 units to employees under the LGU.
On 21 November 2013 the Company issued awards over 109,251 shares to employees under the DSP.
The weighted average fair value of awards granted during the year was 936.34 pence (2013: 689.36 pence).
The total fair value of awards granted during the year was 14.8m (2013: 10.3m).
Fair value of awards with market performance conditions
WS Atkins plc Long Term Growth Unit plan August 2012 onwards
The Black Scholes Model was used for the purposes of valuing LGU awards granted in the current year. The model calculated the fair value
of awards granted, upon which the share-based payments charge is based. The assumptions used in the model are as follows:
Exercise price (six-month average) at grant date

Risk-free interest rate
Volatility of share price
Share price at grant
Base value (six-month average) share price at grant date
Expected term (from grant date)
866.51p
1.143%
34.0%
973.00p
866.51p
866.51p
1.626%
34.0%
973.00p
866.51p
LGU
2014
866.51p
1.718%
34.0%
973.00p
866.51p
4 years
5 years
6 years
At 31 March 2014 the Companys EBTs held a beneficial interest in 2,524,663 shares (2013: 2,831,737 shares) at a nominal value of 0.0m
(2013: 0.0m) and market value of 35.1m (2013: 25.8m).
On 5 December 2013 the Company issued awards over 16,181 shares to employees under the DSP.

continued
Exercise price (six-month average) at grant date

Risk-free interest rate
Volatility of share price
Share price at grant
Base value (six-month average) share price at grant date
Expected term (from grant date)
718.32p
0.330%
35.0%
670.00p
718.32p
718.32p
0.537%
35.0%
670.00p
718.32p
LGU
2013
718.32p
0.711%
35.0%
670.00p
718.32p
4 years
5 years
6 years

36. Cash generated from continuing operations
Group
Note
Profit for the year
Adjustments for:
Income tax
Finance income
Finance costs
Other non-cash (income)/costs
Depreciation charges
Profit on disposal of loan notes
Amortisation and impairment of intangible assets
Release of deferred income
Share-based payment charge
Pensions settlement and curtailment gain
Loss on disposal of property, plant and equipment
Loss on disposal of intangible assets
Gain on disposal of available-for-sale financial assets
Dividends received
Movement in provisions
Movement in inventories
Movement in trade and other receivables
Movement in payables
Movement in non-current payables
Pension deficit funding
Cash generated from continuing operations
8
7
7
4
18
9
17
30
35
32
22
31
25
26
30
32
2014
m
96.3
17.9
(4.2)
17.8
(1.2)
(2.4)
(3.5)
14.7
(10.5)
7.5
6.7
0.4
0.1
(1.8)
0.2
20.1
(29.9)
(0.7)
(32.0)
95.5
Group
Restated
2013
m
84.3
13.7
(3.4)
17.7
(3.8)
4.5
14.6
(4.5)
14.0
(3.1)
6.5
(4.4)
(0.8)
(4.7)
0.1
4.4
(31.5)
0.3
(21.0)
82.9
Company
Company
2014
m
43.7
2013
m
23.4
(2.6)
5.2
(0.6)
(45.4)
(5.2)
9.6
4.7
(2.2)
4.4
(0.5)
(16.1)
(5.7)
10.3
13.6
As detailed in note 1, during the year the Group adopted and retrospectively applied IAS 19 (revised 2011). The Consolidated Income
Statement for the year ended 31 March 2013 and, consequently, the analysis of cash generated from continuing operations shown above has
been restated accordingly. See note 44 for further details regarding the impact of the adoption of IAS 19 (revised 2011) on the Group.

continued

Borrowings due no later than one year
Borrowings due later than one year
Finance leases
Net funds
1 April
2013
m
201.5
20.0
35.9
(59.8)
(49.3)
(5.3)
143.0
Cash
flow
m
42.8
(0.1)
(4.2)
0.6
39.1
Other noncash
changes
m
0.4
(0.2)
4.6
4.8
Exchange
movement
m
(7.0)
4.6
3.8
1.4
At
31 March
2014
m
237.3
20.3
31.5
(55.2)
(45.5)
(0.1)
188.3
Strategic Report
37. Analysis of net funds
Included within loan notes receivable is 0.4m relating to amounts receivable within less than 12 months from a joint venture entity.

38. Contingent liabilities
During the year ended 31 March 2011, the Group acquired PBSJ. Prior to the acquisition, the Audit Committee of the Board of directors
of PBSJ undertook an internal investigation to determine whether any laws, including the Foreign Corrupt Practices Act (FCPA), had been
violated in connection with certain projects undertaken by PBS&J International, Inc. (one of PBSJs subsidiary undertakings). The investigation
suggested that FCPA violations may have occurred but did not extend beyond the international operation and that none of PBSJs executive
management were involved in criminal conduct. PBSJ voluntarily disclosed this matter to the Department of Justice and to the Securities
and Exchange Commission and is cooperating fully with their review. The FCPA provides for penalties, criminal and civil sanctions and other
remedies. Neither at the date of acquisition nor at subsequent year ends has management been able to estimate the potential penalties that
may be imposed and therefore no provision has been made. It is not considered possible to determine an accurate estimate of the fines and
penalties that may be imposed as they are not formula driven or in any way the result of a predefined calculation. The Group does not have
an estimate of when this will be resolved but it is considered possible to be within the next financial year.
Governance
The Group has given indemnities in respect of performance and contractual related bonds, as well as letters of credit issued on its behalf.
The amount outstanding at 31 March 2014 includes 3.3m letters of credit issued as a result of the acquisition of PBSJ.
The Group leases various offices under operating lease arrangements. The leases have various terms, escalation clauses and renewal rights.
The Group also leases vehicles, plant and equipment under operating lease arrangements.
At the end of the reporting period, the future aggregate minimum lease payments under non-cancellable operating leases are payable
as follows:
2014
2013
Vehicles,
Vehicles,
plant and
plant and
Property equipment
Property
equipment
Group
m
m
m
m
39.8
6.8
44.1
8.9
90.5
7.7
94.9
12.6
25.5
38.3
155.8
14.5
177.3
21.5
In the prior year, vehicles, plant and equipment included future aggregate minimum lease payments under non-cancellable operating leases
of 0.3m and 0.1m expiring no later than one year and later than one year but no later than five years respectively, relating to the Groups
UK highways services business. This business was disclosed as an asset held for sale at 31 March 2013.
39. Operating lease arrangements
Group companies are from time to time involved in claims and litigation. The Group carries Professional Indemnity insurance cover for
such claims.

continued
At the end of the reporting period, the future minimum lease payments under non-cancellable operating leases are receivable as follows:
Group
2014
Property
m
1.8
3.9
0.1
5.8
2013
Property
m
2.5
4.3
0.5
7.3
2014
m
6.0
Group
2013
m
2.9
The Company had no operating lease receivables as at 31 March 2014 (2013: none).
40. Capital and other financial commitments
Capital expenditure contracted for but not incurred property, plant and equipment
41. Related party transactions

Details of the directors shareholdings, share options and remuneration are given in the Remuneration Report (page 81), which forms part
of these Financial Statements.
Transactions with the retirement benefit schemes are shown in note 32.
Details of the Companys principal subsidiaries are shown in note 42 and its principal joint ventures in note 43.
Provision of goods and services to and purchases of goods and services from related parties were made at the rates charged to external
customers. The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provision
has been made for doubtful debts in respect of amounts owed by related parties and nil charged to income and expense (2013: nil).
a) Group sales and purchases of goods and services
Sales of goods and services to joint ventures

Purchases of goods and services from joint ventures
2014
m
61.9
Group
2013
m
40.0
b) Group year end balances arising from sales/purchases of goods and services to/from joint ventures and loans
provided to joint ventures
Receivables from joint ventures
Note
26
2014
m
7.7
Group
2013
m
7.3
2014
m
19.9
Group
2013
m
20.0
Receivables from joint ventures are shown net of contract-related provisions of nil (2013: nil).
Payables to joint ventures
c) Group year end balances arising from loans provided to other related parties
Receivables from related parties
Note
24
d) Company sales/purchases of goods and services to/from subsidiaries

The Company did not sell any goods or services to subsidiaries during the year (2013: nil). The Company did not purchase any goods or
services from its subsidiaries during the year (2013: nil).

continued
Payables to subsidiaries
Note
26
Company
2013
m
165.2
30
76.2
82.0
Receivables from subsidiaries are shown net of impairment of 0.5m (2013: 0.5m).
f) Key management compensation
Key management comprises the executive and non-executive directors, and certain senior managers who are members of the senior
leadership team.
2014
m
6.7
0.2
2.6
9.5
Short term employee benefits

Post-employment benefits
Group
2013
m
6.3
0.1
1.8
8.2
The deferred share award element of any bonus paid to key management is not included in the salaries and other short term employment
benefits number as it is included in the share-based payment charge in subsequent years.
42. Subsidiary undertakings
Governance
Receivables from subsidiaries
2014
m
164.2
Strategic Report
e) Company year end balances with subsidiaries
Class and
percentage
of shares held
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
Faithful+Gould Limited1
PRBC, Inc.1
The Atkins North America Holdings Corporation1
WS Atkins & Partners Overseas1
WS Atkins (India) Private Limited1
WS Atkins, Inc1
WS Atkins Insurance (Guernsey) Limited1
WS Atkins International Limited1
England and Wales

USA
USA
Gibraltar
India
USA
Guernsey
England and Wales
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
Nature of business
Consulting engineers
Investment holding company
Project and programme
management consultants
Quantity surveyors and cost estimators
Construction management services
Insurance
1. Owned by a subsidiary undertaking other than WS Atkins plc.
The percentage of the issued share capital held by the Group is equivalent to the percentage of voting rights held. The Group holds the
whole of all classes of issued share capital.
All the above operate in the country of registration, except for WS Atkins & Partners Overseas, which operates in the Middle East.
A full list of subsidiary companies will be filed at Companies House with the Companys Annual Return.
Name
Atkins Australasia Pty Ltd1
Atkins Beta Limited
Atkins China Limited
Atkins Consultants (Shenzen) Co Ltd1
Atkins Danmark A/S1
Atkins Gamma Limited
Atkins Investments UK Limited
Atkins Limited1
Atkins North America, Inc1
Faithful+Gould, Inc1
Country of
registration/
incorporation
Australia
England and Wales
Hong Kong
China
Denmark
England and Wales
England and Wales
England and Wales
USA
USA
The following companies were the principal subsidiary undertakings as at 31 March 2014:

continued
43. Joint ventures
The following represents the principal joint ventures in which the Group participated during the year:
Name
Connect Plus Services
(unincorporated)1
Engage SNC1
Nuclear Atkins Assystem

Alliance SNC1
Date of last
Proportion
audited
of shares/
financial
2
Nature of business
interest held statements
Joint venture undertaking operation and maintenance
32.5%
N/A
work on the M25, Londons orbital motorway.
25.0% 31 Dec 2013
A French general partnership providing architect
engineering services for the ITER programme,
a nuclear fusion reactor in France.
50.0% 31 Dec 2013
A French general partnership providing consultancy
and engineering services to the international nuclear
new-build market, operating internationally from
offices in France.
External
auditors
N/A
KPMG S.A.
KPMG S.A.
1. Owned by a subsidiary undertaking other than WS Atkins plc.

2. Proportion of shares held (where incorporated) is in respect of ordinary share capital. There are no special rights or constraints on the shares. There are no restrictions
on distributions from any of these joint ventures.

44. Prior period amounts
During the year the Group adopted IAS 19 (revised 2011) which increased net finance costs in the Consolidated Income Statement with a
corresponding restatement of the actuarial movements in the Consolidated Statement of Comprehensive Income. In addition, unvested past
service cost and administration costs have been recognised immediately in the Consolidated Income Statement, which has also had a small
impact on the Groups defined benefit liabilities. The Consolidated Income Statement, Consolidated Statement of Comprehensive Income,
Consolidated Balance Sheet, Statement of Changes in Equity and notes for the year ended 31 March 2013 have been restated accordingly.
The effects on the Consolidated Income Statement and Consolidated Statement of Comprehensive Income are as follows:
As previously
reported
Effect of
IAS 19
revised
As restated
Year to
31 March
2013
m
Year to
31 March
2013
m
31 March
2013
m
Operating profit
Net finance costs
Profit before tax
Income tax expense
Profit for the year
104.1
112.4
(9.1)
103.3
(14.9)
88.4
(0.1)
(0.1)
(5.2)
(5.3)
1.2
(4.1)
104.0
112.3
(14.3)
98.0
(13.7)
84.3
Earnings per share

91.0p
88.8p
(4.2)p
(4.1)p
86.8p
84.7p
Statement of Comprehensive Income

Profit for the year
Items that will not be reclassified to profit or loss
Remeasurements of net post-employment benefit liabilities
Income tax on items that will not be reclassified to profit or loss
Total items that will not be reclassified to profit or loss
88.4
(4.1)
84.3
(52.8)
9.9
(42.9)
5.7
(1.2)
4.5
(47.1)
8.7
(38.4)
Total items that may be reclassified subsequently to profit or loss

Other comprehensive (expense)/income for the year, net of tax
8.8
(34.1)
54.3
4.5
0.4
8.8
(29.6)
54.7
Five-year Summary
2011
m
1,612.0
2010
m
1,418.0
1,750.1
(1,065.0)
685.1
1,705.2
(1,088.6)
616.6
1,711.1
(1,097.1)
614.0
1,564.3
(975.2)
589.1
1,387.9
(854.6)
533.3
(571.4)
113.7
(512.6)
104.0
(476.8)
137.2
(482.1)
107.0
(420.3)
113.0
Profit on disposal of businesses, non-controlling interests

and joint ventures
Share of post-tax profit/(loss) from joint ventures
10.5
1.2
2.4
127.8
4.5
3.8
112.3
7.2
1.9
146.3
(1.9)
105.1
0.1
(1.9)
111.2
Finance income
Finance costs
Net finance costs
Profit before tax
4.2
(17.8)
(13.6)
114.2
3.4
(17.7)
(14.3)
98.0
4.1
(14.9)
(10.8)
135.5
3.9
(18.0)
(14.1)
91.0
3.8
(18.4)
(14.6)
96.6
Income tax expense
(17.9)
(13.7)
(28.7)
(18.4)
(19.3)
Profit for the year from continuing operations
96.3
84.3
106.8
72.6
77.3
25.0
96.3
84.3
106.8
72.6
102.3
96.0
0.3
96.3
84.6
(0.3)
84.3
106.7
0.1
106.8
72.6
72.6
102.3
102.3
98.4 p
98.4 p
86.8 p
86.8 p
109.0 p
109.0 p
74.3 p
74.3 p
79.5 p
25.7 p
105.2 p
95.8 p
95.8 p
84.7 p
84.7 p
106.6 p
106.6 p
72.7 p
72.7 p
77.9 p
25.2 p
103.1 p
Gross revenue (Group and share of joint ventures)

Revenue
Cost of sales
Gross profit
Operating profit
Profit for the year from discontinued operations

Profit for the year

continuing operations
discontinued operations

continuing operations
discontinued operations
1. The 2013 figures have been restated for the amendments to IAS 19, Employee Benefits. None of the years prior to 2012 have been restated.
Governance
2012
m
1,769.8
Restated1
2013
m
1,775.5
2014
m
1,815.2
Strategic Report
Consolidated Income Statements for years ended 31 March
Five-year Summary
continued
Consolidated Balance Sheets as at 31 March

2014
m
Assets
Non-current assets
Goodwill
Other intangible assets
Deferred income tax assets
Other receivables
Restated1
2013
m
2012
m
2011
m
2010
m
204.0
35.4
46.7
4.2
82.7
19.9
392.9
211.4
39.6
50.7
7.1
91.5
0.3
20.0
420.6
205.0
46.3
51.5
3.5
84.2
0.3
18.2
409.0
192.0
50.3
52.8
1.5
115.3
0.2
20.1
432.2
62.1
4.7
38.9
1.8
151.0
0.9
21.2
280.6
418.1
31.5
237.3
0.4
687.3
687.3
0.2
449.2
35.9
201.5
0.5
687.3
5.8
693.1
1.1
445.3
35.0
6.1
167.0
0.4
654.9
6.9
661.8
0.8
433.6
34.7
121.5
0.2
590.8
590.8
0.9
300.7
32.4
260.3
2.3
596.6
596.6
(55.3)
(453.1)
(2.7)
(31.6)
(0.8)
(543.5)
(543.5)
143.8
(59.8)
(486.7)
(1.4)
(40.5)
(1.5)
(589.9)
(5.2)
(595.1)
98.0
(105.7)
(506.1)
(1.7)
(34.3)
(3.6)
(651.4)
(0.1)
(651.5)
10.3
(48.4)
(521.4)
(0.5)
(36.2)
(6.4)
(612.9)
(612.9)
(22.1)
(4.4)
(434.3)
(1.0)
(34.6)
(5.6)
(479.9)
(479.9)
116.7
(45.5)
(3.3)
(339.0)
(1.7)
(15.5)
(1.5)
(406.5)
(49.4)
(4.4)
(295.6)
(1.3)
(20.1)
(1.5)
(372.3)
(4.9)
(6.8)
(265.3)
(2.5)
(18.8)
(1.6)
(299.9)
(4.6)
(12.7)
(350.3)
(0.6)
(20.3)
(5.3)
(393.8)
(7.0)
(17.0)
(450.5)
(0.3)
(1.6)
(5.8)
(482.2)
Net assets/(liabilities)
130.2
146.3
119.4
16.3
(84.9)
Capital and reserves

Ordinary shares
Share premium account
Merger reserve
Retained earnings/(accumulated losses)
Equity attributable to owners of the parent
Total equity
0.5
62.4
8.9
58.2
130.0
0.2
130.2
0.5
62.4
8.9
74.7
146.5
(0.2)
146.3
0.5
62.4
8.9
47.5
119.3
0.1
119.4
0.5
62.4
8.9
(55.5)
16.3
16.3
0.5
62.4
8.9
(156.7)
(84.9)
(84.9)
Current assets
Inventories
Assets of disposal group classified as held for sale
Liabilities
Current liabilities
Borrowings
Current income tax liabilities
Liabilities of disposal group classified as held for sale
Net current assets/(liabilities)
Borrowings
Post-employment benefit liabilities
Deferred income tax liabilities
Five-year Summary
continued
Cash flows from investing activities

Cash flows (used in)/generated from financing activities
Net increase/(decrease) in cash, cash equivalents
and bank overdrafts
Cash, cash equivalents and bank overdrafts at beginning of year
Exchange movements
2010
m
96.3
84.3
106.8
72.6
77.3
17.9
(4.2)
17.8
(1.2)
(2.4)
(3.5)
14.7
13.7
(3.4)
17.7
(3.8)
4.5
14.6
28.7
(4.1)
14.9
(1.9)
(2.9)
17.1
18.4
(3.9)
18.0
1.9
5.1
15.9
19.3
(3.8)
18.4
1.9
0.1
15.3
(10.5)
7.5
6.7
0.4
0.1
(1.8)
(10.3)
(32.0)
95.5
(4.5)
14.0
(3.1)
6.5
(4.4)
(0.8)
(4.7)
(26.7)
(21.0)
82.9
(7.2)
9.5
(0.2)
6.4
(33.3)
0.5
(5.7)
(34.0)
(26.0)
68.6
8.3
(0.3)
5.7
0.2
(3.8)
(37.7)
(31.9)
68.5
(0.1)
7.5
(0.2)
6.8
(6.7)
1.4
(5.9)
31.5
(36.3)
126.5
95.5
3.6
(5.6)
(10.9)
82.6
82.9
2.6
(3.2)
(7.1)
75.2
68.6
3.9
(2.5)
(11.0)
59.0
68.5
3.1
(2.4)
(12.3)
56.9
126.5
3.4
(1.1)
(18.0)
110.8
0.4
(5.4)
(35.9)
(196.5)
(21.1)
(40.2)
(38.8)
22.5
7.3
(40.5)
42.8
31.0
45.6
(132.3)
49.2
201.5
167.0
121.5
260.3
209.7
3.5
(0.1)
(6.5)
1.4
(7.0)
Cash, cash equivalents and bank overdrafts at end of year
237.3
201.5
167.0
121.5
260.3

Borrowings due no later than one year
Borrowings due later than one year
Finance leases
Net funds
31.5
20.3
(55.2)
(45.5)
(0.1)
188.3
35.9
20.0
(59.8)
(49.3)
(5.3)
143.0
35.0
25.1
6.1
(104.0)
(6.6)
122.6
34.7
20.1
(46.3)
(6.7)
123.3
32.4
21.2
(0.7)
(10.7)
302.5
Governance
Cash flows from operating activities

Cash generated from operating activities
Interest received
Interest paid
Income tax paid
Net cash generated from operating activities
2011
m

Profit for the year
Adjustments for:
Income tax
Finance income
Finance costs
Share of post-tax (profit)/loss from joint ventures
Other non-cash (income)/costs
Depreciation charges
Profit on disposal of businesses, non-controlling interests and
joint ventures
Amortisation and impairment of intangible assets
Release of deferred income
Share-based payment charge
Pensions settlement and curtailment gain
Loss on disposal of property, plant and equipment
Loss on disposal of intangible assets
Gain on disposal of available-for-sale financial assets
Movement in provisions
Movement in working capital
Pension deficit funding
2012
m
2014
m
Restated1
2013
m
Strategic Report
Consolidated Cash Flow Statements for the years ended 31 March
182 Corporate Information
Investor Information
WS Atkins plc
American Depositary Receipts (ADRs)

The Company has a Level 1 ADR
programme. This enables US investors to
purchase the Companys American
Depositary Shares (ADSs). Each ADS
represents 1 ordinary share.
Registered in England
Company no. 1885586
Company secretary
and registered office
Richard Webster
WS Atkins plc
Woodcote Grove
Ashley Road
Epsom
Surrey KT18 5BW
England
JPMorgan Chase Bank N.A. acts as an

ADR depositary bank.
For the issuance and management of
ADRs, and any general ADR questions,
please contact:
Financial calendar
Ex-dividend date
Record date
Last day to elect for DRIP
Annual General Meeting
Final dividend
payment date
9 July 2014
11 July 2014
23 July 2014
30 July 2014
22 August 2014
Shareholder services
Registrar
Enquiries and notifications concerning
dividends, share certificates, transfers and
address changes should be sent to the
registrar, whose address is:
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4ZF
UK
Telephone: 0871 664 0300 if calling from
the UK (calls cost 10p per minute plus
any additional network charges) or
+44 (0)20 8639 3399 if calling from
outside the UK; lines are open 0900 to 1730
Monday to Friday.
Share portal: www.myatkinsshares.com
Other shareholder enquiries should be
addressed to Atkins company secretary at
the registered office.
JPMorgan Chase Bank N.A.

P.O. Box 64504
St. Paul
Minnesota 55164-0504
USA
Investor helpline: 800-990-1135 if calling
from the US (toll free) or +1-651-453-2128
if calling from outside the US
Website: www.adr.com
Investor relations website
Many commonly asked shareholders
questions are addressed in the investor
relations section of our website:
www.atkinsglobal.com/investor-relations.
E-communications
Shareholders can choose to receive all
Company communications electronically.
This environmentally friendly way of
receiving information has a number of
advantages including speedier delivery of
documents and the ability to access reports
and results on the internet wherever you are.
To register please visit our share portal at
www.myatkinsshares.com.
International payment service

for dividends
Capita Registrars offers shareholders a
service to convert sterling dividends into
certain local currencies. This service provides
faster access to funds and will generally cost
less than the fees charged by your local
bank. For further information, please contact
the registrar (address above). Telephone:
+44 (0)20 8639 3405 if calling from outside
the UK or 0871 664 0385 if calling from
the UK (calls cost 10p per minute plus
any additional network charges); lines
are open 0900 to 1730 Monday to Friday.
Email: ips@capitaregistrars.com or visit
the registrars website: www.international.
capitaregistrars.com.
Dividend reinvestment plan (DRIP)
The Company offers a dividend reinvestment
plan to shareholders as a cost-efficient way
of increasing their shareholding in the
Company. Should you wish to participate in
the DRIP please contact the registrar on the
telephone number given above to request
a mandate form and an explanatory booklet.
Your completed mandate form must be
received by the registrar no later than
23 July 2014 if you wish your final dividend
for the year to be reinvested to buy
additional shares.
Amalgamation of accounts
Shareholders who receive duplicate sets
of Company mailings owing to multiple
accounts in their name should contact the
registrar to have their accounts
amalgamated.
Unsolicited mail
The Company is obliged by law to make its
share register available to third parties who
may then use it for a mailing list. If you
are a UK shareholder and you wish to limit
receipt of unsolicited mail you may do so
by registering with the Mailing Preference
Service (MPS). Registration can be made
online at www.mpsonline.org.uk or via
telephone on 020 7291 3310.
Corporate Information 183
continued
ensure all your certificates are kept in

a safe place or hold your shares
electronically in CREST via a nominee
keep all correspondence from the registrar
that shows your shareholder reference
number in a safe place, or destroy your
correspondence by shredding it
if you change address inform the registrar
in writing or via our share portal at
www.myatkinsshares.com
know when dividends are paid and
consider having your dividend paid directly
into your bank account. This will reduce
the risk of the cheque being intercepted
or lost in the post. If you change your
bank account, inform the registrar of the
details of your new account. You can do
this by post or online using our share
portal at www.myatkinsshares.com.
Respond to any letters the registrar sends
you about this
if you receive a letter from the registrar
regarding a change of address or a
dividend instruction but have not recently
moved or requested a change to how
you receive your dividends please contact
them immediately as you may have been
a victim of identity theft
While high profits are promised, those who

buy or sell shares in this way usually lose
their money. The FCA found that even
experienced investors have been caught out
by share fraud and on average, share fraud
victims lose an average of 20,000, with
around 200m lost in the UK each year.
Strategic Report
1. get the name of the person and

organisation contacting you
2. check the Financial Services Register
(FSR) at www.fca.org.uk/firms/systemsreporting/register/search to ensure they
are authorised
3. use the details on the FSR to contact the
firm
4. if you are based in the UK, call the FCA
Consumer Helpline on 0800 111 6768
if there is no telephone number on the
FSR or you are told it is out of date
5. search the FCAs list of known
unauthorised firms and individuals to
avoid doing business with
6. remember that law enforcement and
other agencies will not contact members
of the public asking for their bank details
or money
7. remember: if it sounds too good to be
true, it probably is.
Governance
Tips for protecting your Atkins shares:
In addition, be aware of money recovery

scams which can be initiated by someone
claiming to be from the police or a
government agency. Organisations names
vary but can include the National Fraud
Intelligence Bureau and the US Securities &
Exchange Commission. You should check
the latest information on the Financial
Conduct Authority (FCA) website at www.
fca.org.uk/consumers/scams/what-to-do-ifyou-are-scammed for more details of scams
pretending to be the police or a government
agency.
If you are offered unsolicited investment

advice, discounted shares, a premium price
for shares you own, or free company or
research reports, you should take these
steps before handing over any money:
If you use an unauthorised firm to buy or

sell shares or other investments, you will not
have access to the Financial Ombudsman
Service or Financial Services Compensation
Scheme (FSCS) if things go wrong.
If you are approached about a share scam
you should tell the FCA using the share
fraud reporting form at www.fca.org.uk/
consumers/scams, where you can find out
about the latest investment scams. If you
are based in the UK, you can also call the
FCA Consumer Helpline on 0800 111 6768.
If you have already paid money to share
fraudsters you should contact Action Fraud
online at www.actionfraud.police.uk or,
if you are based in the UK, by telephone on
0300 123 2040.
Identity theft
Identity theft is on the increase. Criminals
may steal your personal information,
putting your Atkins shareholding at risk.
Warning to shareholders
Share fraud includes scams where investors
are called out of the blue and offered shares
that often turn out to be worthless or
non-existent, or an inflated price for shares
that they own. These calls often require you
to make a quick decision and come from
fraudsters operating in boiler rooms that
are mostly based abroad. High pressure sales
tactics can also come by email, post, word
of mouth or at a seminar. Sometimes scams
are also advertised in newspapers,
magazines or online and appear as if they
are genuine investment opportunities.
Giving your shares to charity

If you only have a small number of shares
whose value makes it uneconomic to sell
them, you may wish to consider donating
them to charity though ShareGift, an
independent share donation scheme.
The relevant share transfer form can be
obtained from the registrar. ShareGift is
administered by The Orr Mackintosh
Foundation Limited, registered charity
number 1052686. Further information
may be obtained on +44 (0)20 7930 3737
or from www.sharegift.org.
if you are buying or selling shares only deal

with brokers registered in your country of
residence or the UK.
184 Corporate Information
continued
You can help us to reduce our environmental impact

by opting to receive shareholder communications online
at www.atkinsglobal.com/investors
To help you find the information youre looking for,
thekey features of our investor relations website are
highlighted below.
>
Reports
Our reports can be accessed
and/or downloaded from here.
Investor presentations
Links to results presentations,
videos, press releases
and webcasts.
Shareholders queries
We provide a number of
services to help our shareholders
manage their holdings, keep
up to date with our progress
and communicate with us.
Register for ecomms

You can help us to reduce our environmental impact by opting to
receive electronic versions of shareholder communications (ecomms).
We will donate 1 to RedR (Register for Engineers for Disaster Relief)
for each shareholder who chooses this method of communication.
Corporate Sustainability
Find out more about our
Corporate Sustainability strategy
and performance by visiting
this section of our website.
Alerts
Receive automated
announcements and news by
signing up to our alerting service.
Latest financial news
Access our latest financial
press releases here.
Share price
Charts showing share
price activity.
Cautionary statement
This Annual Report has been prepared to provide
information to the members of the Company. The
Company and its directors and the Groups employees
are not responsible for any other purpose of use or
to any other person in relation to this Annual Report.
Good results and significant

progress on our strategy.
>
This Annual Report contains indications of likely future

developments and other forward looking statements that
are subject to risk factors associated with, among other
things, the economic and business circumstances occurring
from time to time in the countries, sectors and business
segments in which the Group operates. These factors
include, but are not limited to, those discussed under
Principal risks and uncertainties (pages 44 to 47). These
and other factors could adversely affect the Groups results,
strategy and prospects. Forward looking statements involve
risks, uncertainties and assumptions. They relate to events
and/or depend on circumstances in the future which could
cause actual results and outcomes to differ materially from
those currently expected. No obligation is assumed to
update any forward looking statements, whether as a result
of new information, future events or otherwise. Nothing in
this Annual Report should be construed as a profit forecast.
This Annual Report is printed on Cocoon Offset 100% recycled paper

made from post-consumer collected waste and manufactured to the
certified environmental management system ISO 14001. It is PCF
(Process Chlorine Free), totally recyclable and has biodegradable
NAPM recycled certification.
The Atkins logo, Carbon Critical Design and the strapline Plan Design
Enable are trademarks of Atkins Limited, a WS Atkins plc company.
WS Atkins plc except where stated otherwise.
Designed and produced by Instinctif Partners www.instinctif.com
TT-COC-002228
WS Atkins plc
Annual Report 2014
info@atkinsglobal.com
www.atkinsglobal.com
By printing 2,000 copies of this

Report on Cocoon Offset 100%
recycled paper the environmental
impact was reduced by:
1,787 kg of landfill
37,171 litres of water
3,425 kWh of energy
264 kg CO2 and greenhouse gases
2,904 kg of wood
Source: Carbon footprint data evaluated by Labelia Conseil
in accordance with the Bilan Carbone methodology.
Calculations are based on a comparison between the
recycled paper used versus a virgin fibre paper according
to the latest European BREF data (virgin fibre paper)
available.
Results are obtained according to technical information and are subject
to modification.
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WS Atkins plc

Annual Report 2014

WS Atkins plc Annual Report 2014

By printing 2,000 copies of this

Plan Design Enable

Good results and significant

This Annual Report contains indications of likely future

This Annual Report is printed on Cocoon Offset 100% recycled paper

WS Atkins plc Annual Report 2014

112 Consolidated Income Statement

You can help us to reduce

WS Atkins plc Annual Report 2014

From post-war regeneration and

WS Atkins plc Annual Report 2014

Group at a glance continued

Our business segments

We deliver engineering and technically

We provide infrastructure planning,

In the Middle East we provide a full

Find out more on page 28

In Asia Pacific we provide engineering,

Our Energy business operates across

Find out more about

Find out more about

WS Atkins plc Annual Report 2014

Find out more on page 21

United Kingdom and Europe

The Group is managed according to a

Underlying diluted EPS Pence

Underlying profit before taxation m

WS Atkins plc Annual Report 2014

Underlying operating margin %

Atkins proactively positions

End market analysis

Aerospace and aviation

Defence and security

Water and environment

Defence and security

Public sector: local government

Aerospace and aviation

Find out more about

WS Atkins plc Annual Report 2014

In our 75th year, we celebrated

I am pleased to report that the Group

WS Atkins plc Annual Report 2014

Chairmans Statement continued

This year we worked hard to achieve

We welcomed a number of new

The Board is recommending a final

As we look forward to the new financial

Maintaining our focus on bringing more

During the year we also invested in our

I would like to thank our people for their

Allan Cook CBE

Our Board of Directors

Find out more about our

WS Atkins plc Annual Report 2014

Chief Executive Officers Statement

We have achieved a year

We have achieved a year of good

Our underlying profit before tax was

1 The results for the year to 31 March 2013 have

WS Atkins plc Annual Report 2014

Find out more about

Find out more about

Find out more about

Find out more about our

1 The results for the year to 31 March 2013 have

Pillars and progress

we are a people business selling