Annual Report 201: WS Atkins PLC

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Annual Report 2016

WS Atkins plc
WS Atkins plc
Annual Report 2016
WS Atkins plc
Registered in England
Company no. 1885586
WS Atkins plc
Woodcote Grove
Ashley Road
Epsom
Surrey KT18 5BW
England
Atkins is one of the world's most respected design,
engineering and project management consultancies.
We build long-term trusted partnerships to create
a world where lives are enriched through the
implementation of our ideas.
Contents
Our business
How we CREATE value
Our core business is helping our clients to plan, design and enable
major capital programmes. The solutions we provide range from
upfront strategic advice to large, outcome-focused programme •
management engagements.
Our strategy
How we DELIVER value
Our strategy is to focus on revenue growth and selectively to
increase our geographic footprint and capabilities through
•
targeted international expansion organically and by acquisition.
Our people
How we BUILD a winning culture
We aim to attract the best people and continually develop
their capabilities so that we can deliver outstanding solutions
•
for our clients.
Our responsibility
How we ENABLE a sustainable future
Within our corporate sustainability reporting we showcase the
expertise and drive that exists within Atkins to support our clients
to tackle sustainability challenges. The future depends on what •
we do today.
You can help us to reduce our environmental impact by opting to receive shareholder communications online at:
www.atkinsglobal.com/investors
WS Atkins plc Annual Report 2016

Strategic Report > Contents 01
STRATEGIC REPORT
STRATEGIC REPORT GOVERNANCE INVESTOR INFORMATION
Our Group 02 Our Board of directors 52 Company secretary
GOVERNANCE
Chairman’s statement 04 Directors’ report 56 and registered office 199
Our business model 06 Directors' statement of Financial calendar 199
Our business 08 responsibility 60 Shareholder services 199
Strategy 2011–16 10 Corporate governance report 61
Strategic growth drivers 12 Nomination Committee report 69
Our strategy 14 Audit Committee report 73
Remuneration report 80
CEO's business review 16
Independent auditor’s report 112
Financial review 18
Our segments 20
FINANCIAL STATEMENTS
Segmental performance
Contents of Financial Statements 120
UK and Europe 22
Consolidated Income Statement 121
North America 26
Consolidated Statement of
Middle East 28 Comprehensive Income 122
Asia Pacific 31 Consolidated and Parent
Energy 33 Company Balance Sheets 123
Consolidated and Parent
Principal risks and uncertainties
Company Statements of
(including viability statement) 36
Cash Flows 124
Our people 42
Consolidated Statement
Our responsibility 46 of Changes in Equity 125
Parent Company Statement of
Changes in Equity 126
Notes to the Financial Statements 127
Five year summary 196
INVESTOR INFORMATION

02
Our Group
We have delivered a strong set of results
despite an increasingly challenging
macroeconomic environment.
Our results
During the year, we also delivered on the strategic objective that we set out in 2011 with the achievement of our 8%
underlying operating margin goal.
Revenue £m Underlying profit before tax £m Underlying diluted EPS pence
£1,861.9m £139.0m 107.3p

16 1,861.9 16 139.0 16 107.3
15 1,756.6 15 121.9 15 97.1
14 1,750.1 14 106.4 14 85.7
13 1,705.2 13 99.2 13 82.6
12 1,711.1 12 101.6 12 79.0
+6.0% +14.0% +10.5%
Headcount Dividend pence Underlying operating margin %
18,052 39.50p 8.0%

16 18,052 16 39.50 16 8.0
15 18,462 15 36.50 15 7.6
14 17,489 14 33.75 14 6.7
13 17,899 13 32.00 13 6.4
12 17,420 12 30.50 12 6.5
-2.2% +8.2% +0.4pp
Notes:
1. Underlying operating profit is profit before exceptional items, amortisation 4. Underlying diluted EPS is based on underlying profit after tax and allows for
of acquired intangibles, and deferred acquisition payments. In addition, the dilutive effect of share options.
2015 excludes impairment of goodwill. 5. Headcount is shown on a full time equivalent basis, including agency staff.
2. Underlying operating margin is the value of underlying operating profit 6. Dividend relating to the year comprises the interim dividend paid in the year
expressed as a percentage of revenue. and the proposed final dividend.
3. Underlying profit before tax additionally excludes net loss on disposal of
businesses of £3.1m (2015: profit £0.4m).

Strategic Report > Our Group 03
Our reporting is structured into five segments
STRATEGIC REPORT
reflecting how we manage the business in
different geographies and markets.
Our markets
Details of our activities and results by business segment are shown in the segmental reporting section.
GOVERNANCE
End market analysis
UK and Europe
Defence and security 5% 2%
Aerospace and aviation 1% 3%
Education 2% 1%
Roads 2% 3% 2%
Rail 1% 3% 8% 4%
Water and environment 1% 2% 1%
Other 2% 1% 1% 4%
North America
Defence and security 1%
Aerospace and aviation 1% 1%
Roads 8% 1%
Water and environment 1% 1%
Other 1% 4%
Middle East
3% 12%
Asia Pacific
1% 1% 3%
Energy
2% 4% 6%
Public sector: local government Regulated
Public sector: national government Private sector
20 FIND OUT MORE ABOUT OUR MARKETS


04
Chairman’s statement
"Our strategic focus has put us in a
strong position to benefit from
longer-term growth."
Allan Cook CBE
Chairman
Performance In the context of the forthcoming EU Strategy

I am pleased to report a strong set of referendum, the availability of talent in We look for long-term relationships to
results despite an increasingly challenging Europe as well as our European client base, understand clients’ needs, develop insight
macroeconomic environment. During the are important factors for Atkins’ success. to inform our value propositions and
year, we also delivered on the strategic While we believe it is in Atkins’ best interest choose the right opportunities to maximise
objective we set out in 2011 with the that the UK remains in the European Union, the benefits of our expertise.
achievement of our 8% underlying we do not believe that leaving Europe
operating margin goal. would constitute a material risk to the In this financial year, our new UK operating
Group from an operational or financial model was implemented successfully. The
Macroeconomic environment perspective. formation in 2016 of a new infrastructure
While short-term market uncertainty, division, a single team with the collective
In North America, the current political expertise of our water, ground and
particularly around the reduced global climate, along with economic and market
oil price, exists in some of our segments, environment, and design and engineering
conditions, have caused federal spending businesses, enables us to pursue large
our strategic focus has put us in a strong delays and long-term visibility around
position to benefit from longer-term and complex projects more efficiently
infrastructure investment remains uncertain and effectively. It is improving our ability
growth. As urbanisation increases, ahead of the presidential election. The
international infrastructure spending is to collaborate, respond and leverage our
agreement reached on the five-year Fixing technical capabilities for the benefit of our
predicted to grow significantly in the America’s Surface Transportation (FAST)
medium term and we are well placed clients and creating more opportunities for
Act legislation is encouraging and should employee mobility and variety in careers.
to benefit from this investment. We will provide greater pipeline visibility.
do this through a clear focus on clients,
In the Middle East, we brought together
collaboration and technology. The reduction in the global oil price our rail and infrastructure capabilities into
continues to have a negative effect on the one market-facing division in April 2016.
In the UK, the infrastructure market economic climate in the Middle East with
in roads, rail and water remains well Activity is now underway to establish the
lower levels of investment in infrastructure combined transport and infrastructure
funded and investment continues to enjoy and transport. It also presents significant
Government support. The March budget strategy and structure in order to fully
trading challenges to our oil and gas respond to the needs of clients. The
confirmed our expectations that capital business, particularly in the UK and North
investment for infrastructure projects primary focus will be on our core Middle
America. By contrast, our oil and gas East markets: United Arab Emirates (UAE),
will remain strong. At the same time, the business in the Middle East continues to see
economic environment and social policy, Qatar and Kingdom of Saudi Arabia (KSA).
investment and growth. We will also explore further opportunities
such as development of the Northern
Powerhouse and ongoing development in Africa.
In Asia Pacific, China’s growth rate
of major cities, offer significant continued to decline. While welcome, We announced two strategic acquisitions
opportunities. the programme of anti-corruption initiatives during the year. In November 2015,
introduced by the Government during late EnergySolutions’ projects, products
2014 has had the knock on effect and technology (PP&T) business, which
of deferrals in the award of projects and completed in April 2016 and complements
a slowdown in payments. We are pleased our acquisition in 2014 of Nuclear Safety
that the political situation in Hong Kong Associates. In March 2016, we announced
is stabilising following last year’s an agreement to acquire Howard
pro-democracy demonstrations, but delays Humphreys in East Africa, an important
in project approvals continued. catalyst for our combined operations to
Discover more online at: www.atkinsglobal.com/investors

Strategic Report > Chairman's statement 05
STRATEGIC REPORT
develop our presence across East Africa’s Board. They joined as non-executive Outlook
rapidly growing infrastructure markets. directors and members of the Nomination Markets continue to change and our
Committee. Catherine is a member of the business is evolving to address these
People Audit Committee and Gretchen joined the changes. With substantial completion
We continue to work to attract more Remuneration Committee on 1 June 2016. of the journey started in 2011, we are
young people into pursuing a career in the now setting out the next phase in our
GOVERNANCE
engineering sector. During the year, we Catherine brings significant corporate
strategy. We will focus on revenue growth
welcomed over 400 new graduates across finance and acquisition experience obtained
and selectively increase our geographic
the Group and accelerated our apprentice in the UK, Asia, the US and Europe. She is
footprint and capabilities through targeted
programme by recruiting 81 apprentices a non-executive director of the Financial
international expansion organically and
within our UK business. Conduct Authority, the UK’s financial
by acquisition. Our main focus will be on
regulator, and PSA Peugeot-Citroën.
energy, transportation and infrastructure.
A more diverse and inclusive workforce will Gretchen has significant experience gained
As detailed in the CEO's business review,
help to address the critical skills shortage in over her 25-year career as an energy
our new international strategic advisory
our industry and our commitment to build industry executive having held senior
business – Atkins Acuity – sits at the heart
a more diverse organisation continues to positions with Amoco Corporation, BP
of these focus sectors.
gain momentum. We have increased the plc, Marathon Oil Corporation and most
number of women’s professional networks recently Maersk Oil, where she is chief We will measure our success in generating
around the world and continue to roll operating officer. She holds a mechanical shareholder value through growth in
out our flexible working practices across engineering degree. underlying fully diluted earnings per share.
the Group. More details can be found under strategic
In June 2016 Fiona Clutterbuck temporarily
growth drivers (page 12).
At Atkins, we believe that our people are became acting chairman of the
our competitive edge and I would like Remuneration Committee. Raj Rajagopal Three areas of differentiation form the basis
to thank them all for their outstanding will remain a member of the Committee of our evolved strategy: putting our clients
contribution. We trust them to go above but has recently stepped down as chairman at the centre of what we do, working more
and beyond for the Group and our clients. due to ill health. collaboratively and exploiting technology
Individual talent and collective expertise wherever we can to secure future profitable
around the world help us to win and deliver Dividend
growth. With the hard work and support
vital and complex projects while meeting The Board is recommending a final of a more diverse and inclusive workforce
our strategic objectives. dividend of 27.8p per ordinary share in around the world we believe that we can
respect of the year ended 31 March 2016, make a difference to the world we live in.
Board of directors/governance making the total dividend for the year We remain confident for the year ahead
We strive for a diversified Board with a 39.5p (2015: 36.5p), an increase of 8.2%. despite continued uncertainties in some of
wide range of experience, thought and If approved at the Company’s annual our markets.
perspective. We are pleased to have general meeting, the dividend will be
appointed two female non-executive paid on 19 August 2016 to ordinary
shareholders on the register on 8 July 2016.
directors this financial year and to now

have 30% female representation on the Further details regarding dividend payments Allan Cook CBE
Board, close to our aspiration of one third. can be found in Investor Information Chairman
(page 199).
During the year, we welcomed Catherine 15 June 2016
Bradley and Gretchen Watkins to the

06
Our business model

The primary objective of the Group is to deliver
shareholder value through profitable growth.
Our business Our strategy
ate
gy Pla
nn
ENERGY TRA
NSPORT
AT
Str ing
I
ON
Plan
m a n s set
ce pt develo p m e nt
ag em e
A
ADVISORY
nt
Enable Design
Con
Co n a ge m
man
s tru e
ct i n t
on
rin
g
pr Prog ee IN
o je r a m
ct de
n g in
FR RE
m a m e a nd
n ag
e m e nt D e s ig
n an ASTRUCTU
How we CREATE value How we DELIVER value

Our core business is helping our clients to plan, design Our strategy is to focus on revenue growth and
and enable major capital programmes. The solutions selectively to increase our geographic footprint and
we provide range from upfront strategic advice to capabilities through targeted international expansion
large, outcome-focused programme management organically and by acquisition.
engagements.
View the latest information online at: View the latest information online at:
www.atkinsglobal.com/business www.atkinsglobal.com/strategy
Clients Collaboration Technology

Strategic Report > Our business model 07
STRATEGIC REPORT
Our people Our responsibility
CO N T R I B U T
I R EC T ION
GOVERNANCE
IND
Society
T
CL
IEN
IEN
CL
CO
T
IO
RIB T
DI IBU
NT
UT
N T I R EC
RE T IO
R
CT
CO D
N
TION
INDIR
IBU
Business Environment
EC T
TR
DIRECT
C
N
ON
CONTRIBUTION
CO
RI T
T
EC
BU
R
I TI
D O
IN N
C L IEN T
How we BUILD a winning culture How we ENABLE a sustainable future

We aim to attract the best people and continually Within our corporate sustainability reporting we
develop their capabilities so that we can deliver showcase the expertise and drive that exists within
outstanding solutions for our clients. Atkins to support our clients to tackle sustainability
challenges. The future depends on what we do today.
View the latest information online at: View the latest information online at:
www.atkinsglobal.com/people www.atkinsglobal.com/responsibility
We aim to put our clients at the centre of what we do, work more collaboratively
and exploit technology wherever we can to secure future profitable growth

08
Our business
Our core business is helping our clients to plan, design
and enable major capital programmes. The solutions
we provide range from upfront strategic advice to large,
outcome-focused programme management engagements.
What we do
y
rateg Pla
nn
St ing
Plan
We plan every aspect of our
clients’ projects, from strategy,
financial analysis and risk
planning, feasibility studies
and logistics, to impact
m a n s set
assessments and stakeholder

engagement activities.
ce pt develo p m e nt
ag em e
A
nt
Enable Design
Our clients trust us with the We design physical structures
management of projects, ranging from buildings,
people and issues, ensuring highways, bridges and tunnels,
Con
that deadlines are met, costs to offshore oil platforms.

Co n a ge m
are controlled and desired We also design management

man
outcomes are delivered. systems, business processes

s tru e
and advanced technology

systems such as biometric
ct i n t
scanners and superfast

on
broadband networks.
rin
g
e
pr Prog in e
o je r a m g
ct en
m a m e a nd n an
d
n ag D e s ig
e m e nt

Strategic Report > Our business 09
STRATEGIC REPORT
Our business model Market size and share Competitive environment
Design, engineering and project There are a number of industry surveys Due to the breadth of activities that the
management services are key to that capture the top firms in regions and Group undertakes, competitors are often
GOVERNANCE
infrastructure development. When clients sectors by revenue. The calculation of true sector or service specific.
are undertaking capital projects they market share remains difficult due to the
need professional support with planning, large number of very small firms in each Each region of the world is characterised by
designing and enabling activities – from region that do not form part of these a small number of large players, often with
policy, strategic choices, feasibility, concept surveys. However, we use the information multinational reach, together with a large
and detailed design, through to project and available, together with our own industry number of smaller companies that tend
programme management, implementation knowledge, to develop our own best to have very specific niche skills. Typically,
and operation. At each stage, services estimate of market share. therefore, competitors at the local level
are sought from design, engineering and are divisions of large companies or smaller
project management consultancies. We estimate that the market for our skills in privately owned specialists.
selected geographies is in excess of £100bn
Large or particularly complex projects per annum and, such is the fragmented and Barriers to entry vary across the sectors in
may only be able to be undertaken by extensive nature of the competition, we which we operate – from very high in areas
organisations of scale, where a breadth of command an overall share of less than 2% such as nuclear, where specific domain
expertise and deep technical knowledge of our addressable market. knowledge and certification is required,
to much lower barriers in more generalist
must be applied in combination to deliver
the project. Market shares vary enormously by areas of civil infrastructure design.
individual sector – from around a third in
Our business may be characterised UK rail signalling works/structures down to How we add value
as follows: very small market shares in niche activities. Our strength lies in our client relationships
By region, we estimate our market share as and the breadth and depth of our technical
• we service public and private more than 5% from our significant position expertise, which enable us to provide
sector clients involved in complex in the UK and, demonstrating the potential practical solutions to the most complex
infrastructure developments for growth, around 2% in the Middle East challenges for clients.
• we are a people business selling the and less than 1% in each of the US, Europe
specialist output from our talented teams and Asia Pacific.
• the services we provide demand
high end critical thinking and expert
judgement
• we operate in many parts of the world
and in many market sectors.

10
Strategy 2011–2016
The overall strategy for the Group was established and
communicated in 2011, when we set out the primary
objectives and the three pillars that formed the basis
of our strategic activity.
Group strategy
The three pillars of our strategy set out in 2011 were operational excellence, portfolio optimisation, and sector and regional focus.
Annual reviews have tested the progress and continuing relevance of each aspect of the strategy.
Pillars and progress

Pillar Description Progress
Operational excellence We set a path of improved operational We have made very good progress with
performance across the Group as a our operational excellence programme
foundation for our progress towards our including streamlined organisational
medium-term operating margin target – structures in all four of our geographic
including an emphasis on optimising financial regions.
delivery on our projects, with a continued
focus on utilisation, margin, and billing and
cash collection.
Portfolio optimisation To ensure we are well positioned for the We made excellent progress in this area
future we instigated an ongoing review of over the last several years with the sale
the businesses in our portfolio, continuing to of our sub-scale businesses in Poland
focus the Group on higher growth, higher and Portugal, the UK highways services
margin activities. operations and the disposal of the
Peter Brown construction management
at risk business.
Sector and regional focus It is clear that a number of our existing The sectors and regions have evolved
sectors have attractive growth prospects. over time. Energy in particular has been
We established areas of particular focus for an important area of focus as a sector
investment – these have changed over time addressing global clients and has
and in 2015/16 comprised Energy and the benefited from ongoing investment.
regions of Asia Pacific and North America.

Strategic Report > Strategy 2011–2016 11
Strategic evolution
7.6% 8.0%
We have achieved our
STRATEGIC REPORT
6.5% 6.4% 6.7% underlying operating
margin target in 2016
12 13 14 15 16 margin
GOVERNANCE
Strategic objectives and progress
Objective Description Progress
Operating margin We outlined our primary objective of We have delivered our target with
developing the operating margin as a a reported underlying operating margin
key target and determinant of quality of of 8% this year.
business. We set a medium-term target
to generate an underlying operating margin
above 8% across the Group.
Geographic balance We originally added a subsidiary objective While investment, particularly for
to adjust the geographic balance of the acquisitions, has focused outside the
Group’s operations over time and set a UK, the good performance of the UK
broad aim to generate more of our revenue itself means that it has continued to
from our non UK and Energy businesses. play an important part in the Group’s
The initial target suggested we should aspire development. The drive to diversify from
to have less than 25% of our revenue being our home market remains important.
derived from the UK.
Growth organically We noted that we would continue to Organic and acquisitive growth has
and by acquisition direct investment into areas in which we offset the reduction in revenue from
see value as we look to grow organically disposals. Over the last few years, we
and supplement that growth by appropriate have announced the acquisition of
acquisitions. PP&T, Howard Humphreys (East Africa),
Nuclear Safety Associates, Houston
Offshore Engineering, Confluence Project
Management and Terramar.

12
Strategic growth drivers

Markets are changing and our own business is evolving.
With substantial completion of the journey started
in 2011, we are now setting out the next phase of
our strategy.
Economic growth Urbanisation

Economic growth is projected over the Urbanisation continues apace, particularly
next few years particularly in emerging in developing markets. The UN estimates
markets, but 2016 sees continued volatility that more than half of the world’s
in a number of areas of the world. population now lives in cities and that by
2050 this number will be almost two thirds
of a projected nine billion population.
Implication
As PwC notes in a report on economic This will create ongoing demand

growth projections (The World in for strategy, planning, design
2050), global strategies need to strike and engineering, and project and
the right balance between mature, programme management services.
lower-risk, advanced economies and
faster growing but generally higher-risk
emerging markets.

Strategic Report > Strategic growth drivers 13
STRATEGIC REPORT
GOVERNANCE
Demographics Technology Resources
As we change the way in which we work, The scope, scale and economic impact of Oil prices are expected to remain
society is also adapting and ageing. changes in technology are accelerating, low over the medium term and the
According to the UN, two thirds of the with businesses either disrupting their geopolitical landscape remains subject
growth in the overall population to 2060 markets and competition, or being to some uncertainty.
will be in the 40-to-79 year age group. disrupted themselves.
This will have implications for the Technological advances in the design The implications of lower fossil fuel
way we work as the priorities and engineering of projects are already prices in the near term and the
and needs of the population and having an impact on our industry. longer-term move to energy production
infrastructure change. Equally there with a lower carbon impact provide a
will be implications regarding our number of engineering challenges.
available workforce.

14
Our strategy
Our strategy is to focus on revenue growth and,
selectively, to increase our geographic footprint and
capabilities through targeted international expansion
organically and by acquisition.
Strategic objectives Focus

Our goal is to generate shareholder value measured by growth Our main focus will be on energy, transportation and
in underlying fully diluted earnings per share. We will achieve infrastructure. We have launched Atkins Acuity – offering seamless
this objective by growing underlying operating margins in all our end-to-end advisory services to our clients worldwide. We will
businesses to 8% and then growing revenue where businesses are undertake careful and selected regional expansion, exploring
already consistently at or above 8%. the potential in North America, southeast Asia and Africa. We
will continue to focus the Group on higher growth, higher
margin activities.
• Highways and intelligent

transport systems
• Rail and urban transport
• Aviation
• Ports and coastal
ENERGY TRA
NSPORT
AT
I
View case studies online at:
ON
www.atkinsglobal.com/
transportation
• Nuclear
• Oil and gas
• Conventional power
• Renewables
ADVISORY

energy
• Strategic and IN
economic planning FR RE
ASTRUCTU
• Organisation development • Urban development
• Operations improvement • Property
• Due diligence • Security
• Water and environment

www.atkinsacuity.com infrastructure

Strategic Report > Our strategy 15
STRATEGIC REPORT
Acuity is the new advisory business from the Atkins Group. We help to successfully deliver our
clients’ ambitions in infrastructure and energy, worldwide. Combining deep business acumen
with the engineering expertise of Atkins, we offer seamless, end-to-end advisory services that
build higher value, more rewarding partnerships.
Differentiation
Three areas of differentiation form the basis of our evolved strategy. We aim to put our clients at the centre of what we do,
work more collaboratively and exploit technology wherever we can to secure future profitable growth.
GOVERNANCE
Clients Collaboration Technology
Our thought leadership, key account External partnerships provide both We are pursuing advances in design and
management and agility place us well domestic and international opportunities engineering. Innovation and research
for increased client intimacy and focus. to grow faster. Internal cooperation drives & development is taking place in client
We strive to reduce anything that distracts more effective working to win and execute programmes and Group activities.
us from winning work and delivering large programmes.
for our clients.
Action
We will progress our client-centric We will collaborate more externally (by We will invest in technology and
growth programme implementing selecting and engaging with specific innovation for growth. The initial
quantitative goals to enhance revenue in partners or alliances) and internally investment areas will include:
the key accounts across the Group. (especially using our global design • Digital engineering
centres in Bangalore and Delhi in India).
• Intelligent mobility
• Digital enterprise asset management

• Renewables.

16
CEO’s business review

“We reached our 8% underlying
operating margin goal despite
challenging conditions in some
of our markets.” Prof Dr Uwe Krueger
CEO
We delivered a strong set of results this year. Underlying diluted EPS increased 10.2p per In our Asia Pacific region an operating
I am particularly pleased to have reached share to 107.3p (2015: 97.1p), an increase margin of 8.0% was achieved on revenue
our 8% underlying operating margin goal of 10.5%. of £106.1m. Our profitability and cash flow
against a challenging backdrop in some of performance were impacted by delays to the
our markets, while also making progress Operating cash flow in the year was start of a number of key opportunities and
on optimising our portfolio with strategic £116.1m (2015: £133.9m), representing cash receipts from clients beyond agreed
acquisitions. I would like to thank all of 78.3% (2015: 99.8%) of underlying contract terms.
our people for the consistent dedication operating profit. The Group’s liquidity
and hard work that has made this remains strong with closing net funds of Our Energy business has had a mixed
achievement possible. £191.7m (2015: £179.3m). year, with a good performance in our
nuclear, power and renewables businesses
Work to improve efficiencies and earnings As at 31 March 2016, the Group had but challenges in most of our oil and
is ongoing. Our focus now will be on secured 44% (2015: 51%) of budgeted gas markets, with the exception of the
driving revenue through: developing revenue for the coming financial year. This Middle East. Revenue rose to £201.3m
and using advanced technology; further excludes the recently awarded Purple Line (2015: £182.0m) due in part to the benefit
selective acquisitions; and organic growth. and the activities of PP&T. of acquisitions in the second half of last year.
Greater collaboration, client proximity and However, both operating profit at £16.7m
Our UK and Europe business delivered
technology are fundamental to our ability to and margin at 8.3% reduced reflecting
very good results with a 21.6% increase in
differentiate ourselves from our competitors, continued pricing pressure and the impact
operating profit to £73.8m (2015: £60.7m).
to win more work and to exceed client of the deferral and cancellation of some
Revenue rose to £943.6m and margin
expectations. Each of these actions will projects in the oil and gas market.
improved by 1.1pp to 7.8%.
play its part in helping us to maintain our
8% margin and grow the business. A more detailed segmental analysis follows
This has been a transitional year for our
(starting on page 20). We outline their
North America business with the start of a
Review of the year portfolio shift towards larger projects and
financial performance in the period, their
This has been a strong year in terms of our strategy, business model and external factors
programmes. During the year, we were
financial performance. driving their business, together with specific
delighted to be appointed on Project NEON
risks relating to the segment. We have also
for Nevada Department of Transportation
Our underlying profit before tax provided information on their performance
and the Purple Line light rail project in
was £139.0m, an increase of 14.0% in relation to safety, sustainability and
Maryland, both significant wins for the
(2015: £121.9m), on revenue that increased people-related matters.
region. Revenue has risen to £362.6m
6.0% to £1.86bn (2015: £1.76bn). In the
(2015: £341.4m), at a margin of 5.6% Strategic developments
current year, the reported profit before tax
(2015: 5.9%), which reflects high levels of
was £131.1m (2015: £106.7m). In March 2016, agreement was reached
bidding activity in support of growth.
on the acquisition of Howard Humphreys
Underlying operating profit was £148.2m (East Africa), subject to normal regulatory
Our Middle East business delivered another
(2015: £134.1m), at an improved clearances. This multidisciplinary
very good overall performance this financial
underlying margin of 8.0% (2015: 7.6%). consultancy, based in Kenya and Tanzania,
year with revenue up 14.6% to £248.3m
Reported operating profit was £143.4m employs around 200 people and has a
and operating profit up 31.1% on last
(2015: £118.5m), at a margin of 7.7% strong track record in the transportation,
year driven by the Central Planning Office
(2015: 6.7%). water and property markets. The acquisition
project in Qatar and peak delivery on
metro projects. Operating margin improved is an important catalyst to develop our
We believe underlying profit is a more
to 11.9%. However, cash flow was not presence within East Africa’s rapidly growing
representative measure of performance,
without its challenges in a region coming infrastructure market.
removing the items that may give a distorted
view of performance. A breakdown of the under increased liquidity pressure as a
items that we adjust to calculate underlying result of the current oil price.
profit is given in the Financial review
(page 18).

Strategic Report > CEO's business review 17
Group accident incident rate (AIR)
130
STRATEGIC REPORT
77 77
Safety in the workplace
and on our project sites
is paramount.
14 15 16
In April 2016, we were delighted to

complete the acquisition of PP&T. PP&T is Our key performance indicators
an innovative 650 person nuclear business The Group uses a range of performance measures to monitor and manage the
that delivers a wide range of technical business. Those that are particularly important in monitoring our progress in
engineering and programme management generating shareholder value are considered key performance indicators (KPIs).
services for the decontamination and
GOVERNANCE
decommissioning of high hazard nuclear Our KPIs measure past performance and also provide information and context
facilities. Atkins now has some 1,800 to anticipate future events and, in conjunction with our detailed knowledge and
people working on nuclear projects around experience of the segments in which we operate, allow us to act early and manage
the world. This acquisition accelerates the business going forward. We track safety, volume, staff turnover, profitability,
our nuclear strategy and creates a global efficiency, secured workload and capacity.
platform. Our combined business is well
positioned in major nuclear markets in North Revenue, operating profit and margin, earnings per share (EPS) and operating cash
America, the UK, Europe, the Middle East flow provide indications as to the volume and quality of work we have undertaken.
and Asia Pacific. In the US, which has the They measure both profitability and the efficiency with which we have turned
largest nuclear fleet, we are now in the top operating profits into cash.
tier for decommissioning, site operations,
Work in hand measures our secured workload as a percentage of the budgeted
major projects and consultancy.
revenue for the next year. Staff numbers and staff turnover are measures of capacity
We are investing to create a new advisory and show us how effective we have been in recruiting and retaining our key resource.
business – Atkins Acuity – offering seamless
Safety in the workplace and on our project sites is paramount. We track the accident
end-to-end advisory services to our clients
incident rate (AIR) across the Group. The AIR is an industry measure of the number
worldwide. It has developed a structure,
of reportable accidents per 100,000 staff and is explained in more detail in Our
operation and pipeline of opportunities at
responsibility (page 46).
the heart of our focus sectors of energy,
transportation and infrastructure and is As a people business, staff turnover is an important metric for us and shows the rate
creating new revenue opportunities for us. at which staff choose to leave the Group.
The backing of Atkins’ technical expertise KPIs for the year ended 31 March 2016 are shown in the Financial review (page 18),
and reputation for delivery combined with along with prior year comparatives.
our new offerings in project structuring
and financing have already delivered
wins in critical infrastructure projects and target clients who recognise that we bring the client at the heart of what we
programmes in the Middle East, southeast something different by combining our do, working more collaboratively and
Asia and Africa. deep business acumen with the technical exploiting technology positions us well for
expertise of Atkins. the coming year.
Priorities
Work to implement our strategy will In conclusion
continue as we integrate our new PP&T This is a strong set of results and a year of
colleagues and complete the acquisition of Prof Dr Uwe Krueger
significant strategic progress for the Group.
Howard Humphreys. Our reputation as a technically expert, CEO
sustainable and responsible organisation
Our new advisory business will help to 15 June 2016
is vital to our continued success. These
successfully deliver our clients’ ambitions in principles and qualities are valued by
infrastructure and energy, worldwide. Our our clients and differentiate us from our
aspiration over the next four to five years is competitors. I believe our focus on putting
to create a business with £200m turnover.
Our approach is resonating well with our

18
Financial review
“We have delivered strong results with
underlying profit before tax up 14.0%
to £139.0m and revenue growth of
6.0% to £1.86bn.”
Heath Drewett
Group finance director
Performance summary 2016 2015
As outlined in the CEO's business review, we have had a good year £m £m Change
and I am pleased with the progress made and results achieved. Underlying PBT 139.0 121.9 +14.0%
Our underlying profit before tax (PBT) was £139.0m, an increase of Having adjusted for:
14.0% over last year’s profit of £121.9m, on revenue that increased
Exceptional items 4.7 (4.4)
by 6.0% to £1.86bn (2015: £1.76bn).
Impairment of goodwill – (2.8)
Key performance indicators Note 2016 2015 Change Amortisation of acquired intangibles (6.3) (6.9)
Financial metrics Deferred acquisition payments (3.2) (1.5)

Revenue £1,861.9m £1,756.6m +6.0% Net (loss)/profit on disposal of businesses (3.1) 0.4
Operating profit £143.4m £118.5m +21.0% Profit before tax 131.1 106.7 +22.9%
Underlying operating profit 1 £148.2m £134.1m +10.5%
Operating margin 7.7% 6.7% +1.0pp Underlying operating profit was £148.2m (2015: £134.1m) at an
Underlying operating margin 2 8.0% 7.6% +0.4pp
improved underlying margin of 8.0% (2015: 7.6%) and adjusts for
the items referred to above with the exception of the net loss on
Underlying PBT 3 £139.0m £121.9m +14.0%
sale of £3.1m (2015: £0.4m profit). Reported operating profit was
Operating cash flow £116.1m £133.9m -13.3%
£143.4m (2015: £118.5m), at a margin of 7.7% (2015: 6.7%).
Net funds 4 £191.7m £179.3m +6.9%
Underlying diluted EPS 5 107.3p 97.1p +10.5% Headcount closed the year at 18,052 (2015: 18,462), reflecting
Work in hand 6 44% 51% -7pp
reductions in the Middle East and Asia Pacific and the sale of our
business in Portugal.
Safety – AIR 7 77 77 n/a
People Net finance costs
Staff numbers 31 March 8 18,052 18,462 -2.2% Net finance costs were £11.0m (2015: £14.5m). The year on year
Average staff numbers 18,416 17,898 +2.9% decrease was primarily the result of the decrease in the net finance
Staff turnover 9 12.5% 12.0% +0.5pp costs on net post-employment benefit liabilities in the UK.
We believe underlying profit is a more representative measure of Tax

performance, removing the items that may give a distorted view of The Group’s income tax expense for the year was £27.7m
performance. In the current year we have adjusted profit removing (2015: £21.0m), giving an effective tax rate of 21.1%
exceptional net gains totalling £4.7m (2015: £4.4m loss) along with (2015: 19.7%). The Group’s underlying effective tax rate was
amortisation of acquired intangible assets of £6.3m (2015: £6.9m), 22.5% (2015: 20.1%). The increase in the effective tax rate is
deferred acquisition payments of £3.2m (2015: £1.5m) and a loss on primarily due to the impact of the UK tax rate changes on the value
disposal of business of £3.1m (2015: £0.4m profit). of deferred tax assets and increased taxes on overseas income at
higher rates than the UK.
The exceptional net gain referred to above of £4.7m (2015: £4.4m
loss) is made up of a profit on the disposal of property of £6.5m Earnings per share (EPS)
(2015: £nil), a pension curtailment gain of £1.5m (2015: £nil) and Basic EPS from continuing operations was 106.0p (2015: 87.8p).
acquisition transaction costs of £3.3m (2015: £4.4m). The unadjusted Underlying diluted EPS on continuing operations was 107.3p
reported profit before tax was £131.1m (2015: £106.7m). (2015: 97.1p), an increase of 10.5%.
Notes:
1. Underlying operating profit is profit before exceptional items, amortisation of 5. Underlying diluted EPS is based on underlying profit after tax and allows for the
acquired intangibles, and deferred acquisition payments. In addition, 2015 dilutive effect of share options.
excludes impairment of goodwill. 6. Work in hand is the value of contracted and committed work as at 31 March
2. Underlying operating margin is the value of underlying operating profit expressed that is scheduled for the following financial year, expressed as a percentage of
as a percentage of revenue. budgeted revenue for the year.
3. Underlying profit before tax additionally excludes net loss on disposal of 7. The AIR tracks the number of reportable accidents per 100,000 staff.
businesses of £3.1m (2015: profit £0.4m). 8. Staff numbers are shown on a full time equivalent basis, including agency staff.
4. Net funds comprise cash and cash equivalents plus financial assets and loan notes 9. Staff turnover is the number of voluntary staff resignations in the year, expressed
receivable less borrowings. as a percentage of average staff numbers.

Strategic Report > Financial review 19
Revenue by sector % Revenue by client type % Revenue by segment %
STRATEGIC REPORT
24 Rail (including mass transit) 6 Aerospace and aviation 19 Public sector: local government 51 UK and Europe
18 Roads 6 Urban development 20 Public sector: national government 19 North America
14 Energy 5 Buildings 17 Regulated 13 Middle East
9 Defence and security 3 Education 44 Private sector 6 Asia Pacific
7 Water and environment 8 Other 11 Energy
Pensions 2016 2015

£m £m
Funding and charges
Profit before interest and tax 142.1 121.2
Pension deficit contributions of £32.8m (2015: £32.0m) were
Add: depreciation 18.2 16.3
made to the Atkins Pension Plan (the Plan) during the year. Under
Add: amortisation and impairment 11.9 15.8
the latest agreed recovery plan the Group will contribute £33.6m
EBITDA 172.2 153.3
to the Plan for the year ending 31 March 2017, with annual
GOVERNANCE
Comprising:
contributions escalating by 2.5% each year until 31 March 2025.
– Underlying EBITDA 173.8 158.8
The total charge to the Consolidated Income Statement in – Exceptional items 4.7 (4.4)
respect of defined benefit schemes was £11.0m (2015: £16.0m), – Deferred acquisition payments (3.2) (1.5)
comprising current service cost of £2.6m (2015: £2.2m), – Net (loss)/profit on disposal of businesses (3.1) 0.4
administrative expenses of £0.2m (2015: £0.2m), a net interest 172.2 153.3
expense of £9.7m (2015: £13.6m) and a curtailment gain of £1.5m Pensions deficit funding (32.8) (32.0)
(2015: £nil) in the Railways Pension Scheme. The charge relating to Movement in working capital (26.5) 3.8
defined contribution schemes increased to £43.3m (2015: £39.8m). Movement in non-current payables 0.1 (1.3)
Movement in provisions 0.5 (0.7)
IAS 19 (revised 2011) – valuation and accounting treatment Income from other investments (1.1) (2.2)
The Group determines pension scheme funding with reference Other non-cash items 3.7 13.0
to actuarial valuations, but for reporting purposes uses IAS 19 (revised Operating cash flow 116.1 133.9
2011). Under this Standard the Group recognised a reduced retirement
benefit liability of £265.3m at 31 March 2016 (2015: £298.4m). The The movement in non-cash items of £3.7m (2015: £13.0m) consists
assumptions used in the IAS 19 (revised 2011) valuation are detailed in primarily of foreign exchange costs and share based payments.
note 30 to the Financial Statements (page 173).
Net tax paid amounted to £36.8m (2015: £17.8m) with the increase
Cash due primarily to a one-off payment for consortium loss relief and
Net funds as at 31 March 2016 were £191.7m (2015: £179.3m), overpayments in prior periods now largely utilised. Net capital
made up as follows: expenditure in the year, including the purchase of computer
software licences, amounted to £17.3m (2015: £25.2m).
2016 2015
£m £m Capital structure
Cash and cash equivalents 419.3 235.4 As at 31 March 2016, the Group had shareholders' funds of
Loan notes receivable 20.1 21.8 £289.3m (2015: £205.0m). The Company had shareholders' funds
Financial assets at fair value through profit or loss 32.9 33.4 of £224.4m (2015: £196.3m) and 104.5m fully paid ordinary shares
Borrowings due no later than one year (7.0) (61.0) in issue at 31 March 2016 (2015: 104.5m). For further details,
Borrowings due later than one year (273.5) (50.2) refer to note 32 to the Financial Statements (page 184).
Finance leases (0.1) (0.1) Outlook
Net funds 191.7 179.3
We finish the year in a strong position with operating cash flow of
£116.1m and year end net funds of £191.7m. Our underlying fully
Closing borrowings and cash and cash equivalents at 31 March
diluted EPS, our strategic measure of our success in generating
2016 increased to prepare for the funding of the PP&T acquisition
shareholder value, is up 10.5% at 107.3p and gives us confidence
shortly after year end. Cash generated from continuing operations
for the year ahead.
was £116.1m (2015: £133.9m), representing 78.3% (2015: 99.8%)
of underlying operating profit and is summarised below.
Heath Drewett
Critical accounting policies Group finance director
The Group’s principal accounting policies are described in note 1 to the Financial
Statements (page 127). The Financial Statements for the year ended 31 March 2016
have been prepared under International Financial Reporting Standards (IFRSs) as 15 June 2016
adopted by the EU.

20
Our segments
Overview of the business and our performance
during the year.
Contribution to
Group revenue
51%
19%
UK and Europe North America
Revenue 1
£943.6m £362.6m
Operating
profit £73.8m £20.4m
Operating
margin 7.8% 5.6%
Staff numbers 2
9,591 2,747
Market Strong demand for infrastructure with UK Government and private investment in
National Infrastructure Plan – large project infrastructure expected to continue
pipeline includes High Speed 2, Crossrail 2,
Legacy infrastructure ageing – transportation,
Thames Tideway Tunnel, Heathrow expansion
water, ports
Well funded markets in rail, roads and water
Transportation funding challenges at the
Continuing pressure from the UK Government federal, state and local levels
for value for money
Federal priorities aligned to spending bills
Scarce specialist resources
The FAST Act should provide greater pipeline
visibility
Focus Focus on core sectors – driving growth in Grow core market leading business in
well funded, transport and infrastructure transportation targeting key expansion
markets opportunities
Growth in major projects in roads and rail Progressively develop federal offering and
target large infrastructure programmes at
Continued activity in selected water markets
state, municipal and city level
and property sector
1. Revenue includes internal trades.
2. Full time equivalent staff at Focus on security and intelligence
31 March 2016 including
agency staff.
3. There are an additional 95 staff
undertaking Group functions. 22 FOR MORE INFORMATION 26 FOR MORE INFORMATION

Strategic Report > Our segments 21
STRATEGIC REPORT
11%
6%
13%
GOVERNANCE
Middle East Asia Pacific Energy
£248.3m £106.1m £201.3m

£29.5m £8.5m £16.7m
11.9% 8.0% 8.3%
2,459 1,354 1,806
Continued growth anticipated and, despite low The Hong Kong market for major Energy demand is forecast to increase over
oil price, large capital investment programmes infrastructure developments has become the long term – but there are a number of
expected to continue particularly in rail and more challenging short- to medium-term challenges
metro sector, albeit at a slower pace
China has been impacted by the economic Oil price uncertainty may continue to
Economic diversity, population growth and slowdown and the Government’s impact investment
urbanisation driving requirements anti-corruption measures
Strong demand for advisory services
in southeast Asia
Multidisciplinary integrated services for clients Maintain position in public infrastructure in Continue to operate across the energy sector
with sector-led focus on major projects Hong Kong with continued diversification with a particular emphasis on nuclear
and programmes in rail, infrastructure and
Consolidate property activity in urban Maintain core business in supporting existing
property
planning, architecture and design in assets primarily in the UK
Geographic focus in the growth markets mainland China
Increase design activity
of the KSA, Qatar, UAE and Africa
Follow Chinese contractors internationally
Grow presence in southeast Asia
28 FOR MORE INFORMATION 31 FOR MORE INFORMATION 33 FOR MORE INFORMATION

22
UK and Europe
Double digit growth in operating profit and positive outlook

Key performance indicators 2016 2015 Change
Financial metrics
Revenue £943.6m £903.8m +4.4%
Operating profit £73.8m £60.7m +21.6%
Operating margin 7.8% 6.7% +1.1pp
Work in hand 44.4% 45.3% -0.9pp
Safety – AIR 83 105 -22
People
Staff numbers at 31 March 9,591 9,642 -0.5%
Average staff numbers for the year 9,707 9,405 +3.2%
Staff turnover 11.3% 11.9% -0.6pp
Performance market-led approach places greater Our ability to leverage skills and capability
Our UK and Europe business delivered emphasis on aligning more closely with from a variety of industry sectors and
very good results with a 21.6% increase in the needs of our key clients, and is professional disciplines provides a strong
operating profit to £73.8m (2015: £60.7m). supported by our practices, which provide proposition to our clients. We see
Revenue rose to £943.6m and margin cross-sector technical skills and resource multiple opportunities for our broad,
improved by 1.1pp to 7.8%. flexibility to our projects. During the year, multidisciplinary offering, providing good
we identified a further opportunity to growth potential.
Business model consolidate our design and engineering,
and water, ground and environment Business drivers
Our focus is on planning, designing and
divisions. This new infrastructure division The UK economic environment and
enabling our clients’ capital programmes
will enable us to pursue large and complex social policy, such as development of
and projects in and around infrastructure
projects, particularly in the cities and urban the Northern Powerhouse, the roads
and transportation, as well as providing
development market, more efficiently and investment strategy and ongoing
engineering consultancy services to
effectively as a single team. development of major cities such as
wider markets. We are increasingly
active in the digital economy including London, Birmingham and Manchester,
Strategy significantly affect the opportunities
intelligent mobility which is about how we
connect people, places and goods across Our strategy focuses on maintaining our available to our business. The digital
transportation networks. Our Europe market leadership positions in the UK economy, with its forward-thinking use
business is primarily focused on the rail and realising the opportunities arising of technology in areas such as intelligent
and highways infrastructure markets from the UK Government’s continued mobility, is another increasingly important
in Scandinavia. commitment to infrastructure investment driver for our business. Our diversified
and from regulatory spend in rail, utilities portfolio provides resilience against market
We are a technical consultancy, providing and airports. Our aerospace, defence and fluctuations, as does the fact that a number
advice, design and engineering together security markets provide diversity to our of our most important markets remain
with project management skills for infrastructure exposure. well funded.
public and private sector clients. Added
resilience is brought to our UK business by Our operational excellence programme Scandinavian markets continue to benefit
its ongoing support for projects in other continues to improve the underlying from investment in infrastructure from both
regions, together with the use of our global processes of the business, ensuring the public and private sectors, providing
design centres in India, which provide increased time to focus on our clients’ stable market conditions.
flexibility of delivery and access to high needs and project delivery.
quality, lower cost resources.
We aim to be innovative in the delivery
In this financial year, we implemented of the largest and most complex, long-
successfully our new UK operating model, term projects and to support other Group
which reorganised the business from six businesses with our specialist expertise.
into four market-facing divisions. Our

Strategic Report > Segmental performance – UK and Europe 23
STRATEGIC REPORT
Revenue £m Operating profit £m Staff numbers at 31 March
£943.6m £73.8m 9,591

16 943.6 16 73.8 16 9,591
15 903.8 15 60.7 15 9,642
14 998.3 14 62.6 14 9,544
+4.4% +21.6% -0.5%
Operations projects for Network Rail, including the been appointed onto Scottish Water’s
The infrastructure market in UK roads, Stafford Area Improvement Programme technical support consultancy contract
rail and water remains well funded and and projects at East Kent and Cardiff. In as part of the ARC joint venture. The
December 2015, the East West Rail Phase 2 framework runs throughout the current
GOVERNANCE
investment continues to enjoy Government
support. In particular, the Budget and scheme was secured as part of our alliance Scottish Water SR15 business plan period
Autumn Statement confirmed our with Volker Rail, Laing O’Rourke and (2015–2021).
expectations that capital investment for Network Rail. This multi-year contract is
expected to deliver up to £100m of revenue In January 2016, our joint venture with
infrastructure projects will remain strong.
for the Group. In September, the five-year Arup was appointed to deliver a range of
Transportation programme to improve capacity and the design and engineering services for the
passenger experience at Birmingham New BMB joint venture between BAM Nuttall,
Transportation has performed well this year.
Street station, for which we were lead Morgan Sindall and Balfour Beatty on
Our appointment by Highways England designer, was completed. the west section of London’s new sewer,
as one of its key suppliers on the Thames Tideway Tunnel.
Collaborative Delivery Framework (CDF) As part of a joint venture with CH2M
and SENER, we have won a contract to We are seeing increasing opportunities to
is proving successful and we are well
become engineering delivery partner cross-sell the skills and expertise within this
positioned to bid on the largest projects.
for High Speed 2. The contract, valued business into the transportation and energy
Under the CDF, Atkins and CH2M were
at between £250m and £350m for the markets. For example, work on Crossrail
awarded the detailed design contract for
consortium, is expected to run for 10 years and High Speed 2, and recent awards on
the £1.5bn A14 Cambridge to Huntingdon
and will see us provide engineering support major highways and other rail projects, are
upgrade programme, and our joint
for the delivery of phase 1 of the project drawing on our specialist environmental
venture with Jacobs was awarded the
which runs from London to Birmingham. and ground engineering teams. This was a
design contract for three smart motorway
key reason behind the decision to merge
schemes. In joint venture with Arup,
Our investment to shape the future the WG&E and design and engineering
we achieved another key win in the
of transportation in the UK has made businesses to create our new infrastructure
second half of the year with Highways
progress with leadership on intelligent division from April 2016.
England which appointed us to develop
mobility projects such as Venturer, the
proposals for a tunnel on the A303 Design and engineering
driverless vehicle pilot in Bristol, and
near Stonehenge.
FLOURISH, the BIS funded project to Our design and engineering business
The Hendy Review into project delivery support the development of connected has performed well during the year with
in Network Rail resulted in some scheme and autonomous vehicles. strong volumes and high productivity.
delays and the extension of works The business saw continued growth in
Water, ground and environment its core markets and works closely with
programmes into the next spending control
(WG&E) the Group’s Energy business to deliver
period. However, we are encouraged that
the buildings and infrastructure elements
the overall level of investment increased WG&E has had a good year. Our healthy
as a result of the review to £40bn. This pipeline of work from water utility clients of major UK projects. Our proposition
included the funding of a significant includes our support for the delivery of to local authorities and developers for
number of our projects, particularly in the the programmes for the 2015 to 2020 residential-led regeneration and social
electrification programme, on the Great regulatory period asset management plan infrastructure is developing with the recent
Western mainline between London and (AMP6) for Thames Water, Severn Trent appointment to design 600 new homes as
South Wales and the Midland mainline. We Water and United Utilities. We have also part of a mixed-use regeneration scheme
continue to deliver a range of complex in West London.

24
Segmental performance – UK and Europe continued
In the education sector, the market Faithful+Gould We are focused on expanding our position
remains active and continues to represent Our UK business has performed well with in the Norwegian infrastructure and
a significant proportion of our portfolio. a steady stream of work, particularly in project management markets, helped by
Recently secured projects include higher and further education, as well as the successful integration of the Terramar
work for the universities of Glasgow, commercial property in London and the project management consultancy. We
Wolverhampton and Bournemouth and we South East. Our work on the Scape Asset have recently secured a rail infrastructure
will continue to focus on higher and further Management, Surveying and Design project as well as several important
education opportunities. Services public sector framework has framework agreements.
provided a steady stream of work and
Our airports team is delivering significant is subject to rebid this year. Project wins In the year, further progress on our
programmes of work at London Heathrow include appointments at the universities portfolio optimisation strategy was made,
and Gatwick, as well as to support the of Edinburgh and Glasgow and with with the disposal of our 48 person business
wider Group on international opportunities. Westminster City Council and CapInvest. in Portugal.
Our defence infrastructure portfolio We were pleased to win Construction
includes major programmes of work People
Consultant/Surveyor of the Year at the
for BAE Systems and designing facilities Building Awards 2015. Closing staff numbers reduced slightly to
for air and sea-based defence. We have 9,591 (2015: 9,642), (UK: 8,873 (2015: 8,885);
also supported initial nuclear new build Our market position in the nuclear sector Europe: 718 (2015: 757)) after allowing
infrastructure work in the UK, including continues to grow as we work to develop for the disposal of the Portuguese business.
EDF Energy’s proposed new Hinkley Point opportunities with our Energy business and Staff turnover decreased to 11.3%
power station, and remain involved in to support EDF Energy on the proposed from 11.9%.
nuclear decommissioning work with our Hinkley Point C with our renewed
colleagues in the Energy business. appointment for contract management In the UK, we continue to implement
and administration services. programmes to assist with the attraction,
Aerospace, defence, security and engagement and retention of talented
technology (ADS&T) We successfully secured a place on people and are recognised by a number of
ADS&T has had a mixed year. In aerospace, Highways England's Specialist Professional independent organisations as a great place
during the early part of the year workload and Technical Services framework. to work. We were once again named in The
was cancelled at short notice in North Sunday Times 25 Best Big Companies to
America and appropriate action was taken Europe Work For, appearing in the top 25 for the
to reduce headcount further, particularly in Our core markets in Scandinavia remain 10th time in 12 years. We are one of the
North America and Europe. The position is well funded, with a strong pipeline of largest and most popular recruiters of new
now stabilising after securing a number of infrastructure projects and increasing graduate engineers and were shortlisted
new and diversified contracts, including our opportunities to work with local for the TARGETjobs most popular
alliance with Ausy to Airbus’ E2S multi-year contractors as well as public bodies. graduate recruiter in the construction, civil
framework. engineering and surveying sector in 2016.
Workload in Denmark is stable across
Our defence and security businesses our major rail and road infrastructure The ongoing promotion of science,
traded well during the year, with increased projects including two major projects technology, engineering and mathematics
volume flowing through ongoing with Banedanmark – the signalling (STEM) careers to young people continues
contracts to deliver security work for programme and the design of the new rail to be a focus. Over 500 STEM ambassadors
central Government. Heathrow Airport’s line between Copenhagen and Ringsted. took part in more than 350 STEM
IT outsourcing contract, in partnership The design and build project for bridges activities with schools, colleges and
with Capgemini, allows us to leverage our on this line is progressing well, with the community groups, engaging with
position in aviation. In holistic security, bridges under construction. thousands of students.
our team is delivering a range of projects,
including a number of cyber security In Sweden, we continue to work on a During the year, 383 young people joined
assignments for multinational private number of large rail projects, including the UK business on formal education
sector clients. Hallsberg (TrV), HSL Mölnlycke (TrV) and development programmes including
and the Molnby depot project, which is 81 apprentices.
progressing into the detailed design stage.

Strategic Report > Segmental performance – UK and Europe 25
STRATEGIC REPORT
Revenue by sector % Revenue by client type %
34 Rail (including mass transit) 14 Public sector: local government
15 Defence and security 27 Public sector: national government
14 Roads 28 Regulated
8 Water and environment 31 Private sector
7 Aerospace and aviation
6 Education
4 Urban development
3 Buildings
9 Other
While we maintain our commitment to Risks We assess risks across all of our businesses
GOVERNANCE
achieving gender diversity, the scope of There is a risk in the medium and longer and this is explained in more detail in the
our diversity and inclusion (D&I) activity is term of a shortage of professional Principal risks and uncertainties section
widening in the shape of a five-year D&I technical staff in our industry. In 2015, (page 36).
plan. The plan will be aligned with the we released a report, The skills deficit:
10 steps, developed by industry members Outlook
consequences and opportunities for UK
and partners of the Royal Academy of infrastructure, focusing on the challenges Our secured work in hand in UK and
Engineering and the WISE campaign of an engineering skills shortage, which Europe is 44.4% (2015: 45.3%) of next
in 2014. highlighted apprenticeships as one of year’s budgeted revenue and, with the
the most effective ways to solve it. We continued optimisation of our business in
Focus on increasing the proportion of female the UK, this gives us confidence for the
have outlined in the Our people section
employees continues and a range of flexible year ahead.
(page 42) our approach to recruiting
working options has been developed to help
apprentices and sponsoring students and
us both recruit and retain staff. We recruited We see a healthy pipeline of opportunities
graduates to help mitigate this risk.
91 female graduates in the September 2015 in the UK, particularly in transportation and
intake, an increase of 4%. We believe that the availability of talented infrastructure markets. Our core markets
engineers and scientists from Europe in Scandinavia remain well funded and
In line with the rest of the Group, employee supported by government commitments.
without restrictions means that it is in our
engagement is measured through our
best interests for the UK to remain within
Viewpoint employee opinion survey. In the March Budget the Chancellor
the EU. However, we do not believe that
Across the region, our results in 2015 were announced funding for improved
a vote to leave the EU would constitute
unchanged compared with the previous connectivity in the Northern Powerhouse
a material risk to the Group from an
year, a pleasing result given the reshaping and the initial development of Crossrail 2.
operational or financial perspective.
of our UK business and the difficult The Government has also committed
conditions in some of our markets. The The majority of the Group’s post- to making a decision on south east
result continued to outperform the global employment benefit liability sits within the airport capacity in the summer and the
norm for the professional services sector. UK business and is comprised of defined parliamentary process for phase 1 of High
benefit pension obligations, the largest of Speed 2 is in its final stages, with the
Safety and sustainability intention for construction to begin in 2017.
which is within the Atkins Pension Plan,
Workplace health, safety and wellbeing which is closed to the future accrual of However, there may be some slowing of
continue to be a high priority and our benefits (see note 30 for more details). decision-making and in the award of major
overall AIR has improved due to a reduction The pension obligations are recognised projects due to continued Government
in the number of reportable accidents. as a risk due to their size and the fact austerity measures.
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 trustee, along with
measures to manage ongoing volatility.

26
North America
Transitional year with significant wins

Financial metrics
Revenue £362.6m £341.4m +6.2%
Operating margin 5.6% 5.9% -0.3pp
Work in hand 49.1% 61.6% -12.5pp
Safety – AIR 36 31 +5
People
Staff numbers at 31 March 2,747 2,735 +0.4%
Average staff numbers for the year 2,754 2,794 -1.4%
Staff turnover 14.3% 10.7% +3.6pp
Performance Our ongoing operational excellence Operations

This has been a transitional year for our programme aims to centralise, simplify and Our DOT business continues to improve
North America business with the start of streamline key shared services functions and has grown revenue 12% year on year,
a portfolio shift towards larger projects to deliver structural cost reductions in the particularly with key clients such as the
and programmes. During the year we were medium term. Colorado, Florida, Texas and Georgia DOTs.
delighted to be appointed to Project NEON In October 2015, we won the $45m design
Strategy
for Nevada Department of Transportation contract for Project NEON, the widening
(DOT) and the Purple Line light rail project Growth is targeted by concentrating on of I-15 for the Nevada DOT, as part of the
in Maryland, both significant wins for the excellent project delivery and client service, Kiewit Infrastructure West team and are
region. Revenue has risen to £362.6m expanding our services and focusing on now in full production.
(2015: £341.4m), at a margin of 5.6% securing larger, longer-term projects. We
(2015: 5.9%), which reflects significant have already seen an increase in both our win Public and private is focused on the water,
bidding activity in support of these major rate and the average size contract secured. environmental, city and county markets and
project opportunities. was impacted during the year by delays in
Our focus is shifting to major infrastructure project task awards. Work to reshape and
Business model projects and programmes in our core position this business for more substantial
markets and strengthening our capability and sustainable growth built around
We aim to help address the complex
to compete by drawing on resources from larger, longer-term projects is ongoing. In
challenges of North America’s ageing
across the business and leveraging the the key focus area of major programme
infrastructure by partnering with our
Group’s worldwide capabilities. management, there were notable wins
clients to deliver flexible solutions that
answer both present and future needs. during the year for Miami-Dade County
Business drivers and Broward County Schools in Florida and
Our consultancy operating model consists
The majority of North America’s projects Cobb County in Georgia.
of client-focused businesses supported
are government funded, in part or in
by a technical professional organisation
whole, either through a state or local The federal market continues to face
(TPO) to ensure the right people are
government or directly by federal political uncertainty and budget restrictions
assigned to the work quickly and efficiently,
agencies. Publicly funded projects provide ahead of the presidential election, as
irrespective of staff location. In addition,
greater stability although they tend to be well as challenges from global economic
our Faithful+Gould and Energy businesses
awarded more slowly and are at greater uncertainty. Task order assignments are
share administrative resources and office
risk of being delayed due to changing being pursued under existing contracts
space wherever feasible.
priorities or political scrutiny. Indeed, the with the Federal Emergency Management
The TPO is focused on recruiting, retaining, current political climate in the US, along Agency, the Army Corps of Engineers and
developing and deploying world class with federal budgetary challenges, has the National Guard. We are also working
technical professionals. This supports our caused spending delays. However, the with other parts of the Group to target
objective of providing new and innovative need for significant upgrading of ageing federal Government contracts outside
technical and business solutions to our infrastructure remains a pressing issue. North America.
clients, resulting in broader, deeper client
relationships and the opportunity to work
on their largest and most complex projects.

Strategic Report > Segmental performance – North America 27
£362.6m £20.4m 2,747
STRATEGIC REPORT
16 362.6 16 20.4 16 2,747
15 341.4 15 20.0 15 2,735
14 380.9 14 19.1 14 2,836
+6.2% +2.0% +0.4%

48 Roads 55 Public sector: local government
12 Water and environment 6 Public sector: national government
8 Aerospace and aviation 2 Regulated
7 Defence and security 37 Private sector
5 Industrial
4 Buildings
2 Rail (including mass transit)
GOVERNANCE
14 Other
Our strategic ventures business has People programmes and funding. We are closely
a diverse portfolio of rail, transit and Closing staff numbers rose slightly to 2,747. monitoring Congress’s activities for continued
municipal clients for whom we provide Focus remains on attracting and retaining programme funding, particularly around
environmental, planning, permitting, key staff, which has been a priority as transportation and highways, where delays
programme management, asset competition for resources remains keen. would have the most significant impact
management and engineering services. In Staff turnover increased to 14.3% from on our workload. Congress’s support of
February, we were delighted to be selected 10.7% reflecting these improved labour federal funding for military and civilian
as part of the Purple Line Transit Partners market conditions. programmes is also of particular concern in
team for the $100m lead design contract North America, as we hold a number of task
on the Purple Line project for Maryland We measure employee engagement through order based contracts.
DOT. Work has started on the project, our Group wide Viewpoint employee
which is scheduled to complete in 2022. opinion survey and are working with an For more information about risks across
all of our businesses and the actions that
This represents the business’s largest single employee focus group to address areas that
project award since joining the Atkins it highlighted. The overall score in 2015 we are taking, see the Principal risks and
Group in 2010. improved five points and is well ahead of uncertainties section (page 36).
industry norms.
In aviation, where architectural and Outlook
engineering services are provided at We are committed to recruiting, retaining, Our secured work in hand in North America
major airports including New Orleans, Los developing, and elevating minority and is 49.1% (2015: 61.6%). This figure excludes
Angeles, Orlando, Nashville and Atlanta, women professionals through initiatives such the recent Purple Line project award which,
performance improved during the year. as our sponsorship of WTS International. if included, would increase the level to
Founded in 1977, WTS has a specific mission 60.1%. Together with our Project NEON
Faithful+Gould has delivered an improved of fostering lifelong career goals for women workloads, this gives us confidence for the
year on year performance. Its aviation in the transportation industry. year ahead.
projects include work at San Francisco,
Denver and San Diego airports and for Safety and sustainability We see stable market conditions ahead,
United Airlines. The appointment to while federal funding remains uncertain.
Our safety culture plays a central role in how
provide programme management services The agreement reached on a five-year
we deliver work. Sustainability and employee
on John Wayne Airport’s five-year capital Transportation Bill should provide
wellbeing continued to be an area of focus.
improvement programme continues our greater pipeline visibility, although no

While there was a slight deterioration in the
longstanding work there. In the energy material impact is expected until after the
AIR for North America this arose as a result
sector, additional work was secured forthcoming presidential election. Looking
of reduced office-based staff numbers in our
with Bruce Power and work continues forward, the benefits from our simplified
Faithful+Gould business in the region.
with Ontario Power Generation and BP organisational structure are expected to
as well as with PacifiCorp on electricity Risks deliver improved efficiency and we believe
transmission. Other appointments include this, coupled with volume growth, will drive
A majority of our work is government funded
new projects in the hospitality and margin improvement.
and, as a result, political uncertainty and
manufacturing sectors.
deadlock caused by the 2016 presidential
election may lead to delays in federal

28
Middle East
A very good year driven by peak delivery on metro projects

Financial metrics
Revenue £248.3m £216.7m +14.6%
Operating margin 11.9% 10.4% +1.5pp
Work in hand 48.0% 74.2% -26.2pp
Safety – AIR 39 36 +3
People
Staff turnover 10.7% 16.1% -5.4pp
Performance Strategy Business drivers

Our Middle East business delivered very In the Middle East, we focus on The economic climate in the Middle East
good overall performance this financial transportation infrastructure and property is primarily driven by the global oil price,
year with revenue up 14.6% to £248.3m in the UAE, Qatar and the KSA, which which affects demand for our services since
and operating profit up 31.1% on last year, we believe to be the region's more robust regional spending ultimately flows through
driven by the Central Planning Office (CPO) markets and sectors. The region offers to capital investment in infrastructure,
project in Qatar and peak delivery on our good opportunities linked to the drive for transportation and property.
metro projects. Operating margin improved economic diversification and the need to
to 11.9%. However, cash flow was not invest in social infrastructure. Our strategy The prolonged low oil price, in particular,
without its challenges in a region coming is aimed at carefully selecting and securing has caused client decision-making to slow,
under increased liquidity pressure as a critical, complex projects and programmes with increased uncertainty around the
result of the depressed oil price. with established key clients who need award of projects. While we believe the
a long-term partner. In addition, local longer-term need to invest in strategically
Business model resources support our energy business in important infrastructure that supports
Our business model is to maintain strong the region, which is reported within our economic growth and diversification will
local resources in our chosen markets, Energy segment. continue to drive demand for our services,
working with our clients to deliver project timing and scope are increasingly
the complex projects that create and In March 2016, we were pleased to subject to review.
support sustainable, people-centric urban announce our agreement to acquire
environments across the Middle East. Howard Humphreys (East Africa), a 200
strong multidisciplinary consultancy based
We complement this with multi-skilled in Kenya and Tanzania, providing an
design centres within the region and in important catalyst to develop our presence
India. This provides agility and efficiency across East Africa’s rapidly growing
by maximising our ability to mobilise for infrastructure market.
major projects, while minimising exposure
to individual market resource demands
and constraints.
In April 2016, we brought together our

rail and infrastructure capabilities into one
market-facing division.

Strategic Report > Segmental performance – Middle East 29
STRATEGIC REPORT
£248.3m £29.5m 2,459

16 248.3 16 29.5 16 2,459
15 216.7 15 22.5 15 2,668
14 168.4 14 14.4 14 2,071
+14.6% +31.1% -7.8%
Operations major transport infrastructure programmes. We measure staff engagement through

Our business performed well in the We continue to work on a significant our Group wide Viewpoint employee
first half and built on this in the second framework to upgrade Doha’s roads and opinion survey. Our overall engagement
drainage system. score for the Middle East improved by six
GOVERNANCE
half to deliver another very good full
year performance, further reinforcing percentage points year on year, putting
In addition to our metro work in KSA, us 10 points above the benchmark for our
our position among the Middle East’s
during the year we successfully supported industry sector. This is reinforced by the
leading design, engineering and project
strategic programmes to drive the large proportion of people who indicated
management consultancies.
Kingdom’s long-term economic growth and in the survey that they are proud to work
Delivery continues on the design of our diversification. The need to prioritise and for Atkins and that they care about
major metro projects, including Riyadh manage infrastructure investment is leading our success.
Metro and Doha Metro, positioning us to advisory services opportunities with
well for any future metro opportunities public sector clients. During the course of the year, the Middle
in the region. East women’s professional network
Our Faithful+Gould business in the Middle continued its engagement internally and is
Property sector activity in the UAE remains East has had another good year with progressively becoming more recognised
focused primarily on expanding Dubai’s growth across the UAE and KSA. In the externally within the region. In addition
offering to visitors and residents, especially UAE, our focus is on the property sector, to providing development opportunities
where linked to the hosting of Expo 2020. with recent appointments for a large and coaching and mentoring activities to
Our current projects include the Dubai mixed use development in Abu Dhabi and our female employees, we want to attract
Opera, which is scheduled to open later as programme manager for Emaar on the the best talent in the region and be the
in 2016. We also secured the design and Dubai Creek Harbour project. We have employer of choice. We continue to invest
supervision of a 95,000 m² extension to also been appointed as project manager in the most important capabilities and
a Dubai shopping mall for a large retail on a 100 bed hospital in Dubai. In KSA, behaviours required to deliver our major
development client, while in Abu Dhabi we continue to work in conjunction with projects successfully.
we have been awarded the design of our Energy colleagues to explore wider
a new residential community for up to opportunities under a new five-year Safety and sustainability
16,000 people. framework agreement with a key client. The slight deterioration in our AIR was
driven by the reduction in headcount, the
In Qatar, we are working with the People
number of major accidents was unchanged.
Government towards meeting its National Headcount fell to 2,459 (2015: 2,668),
Vision 2030. Our role on the CPO has reflecting the downsizing of our property We have continued to encourage higher
been completed, with the success of our and infrastructure teams, completion of our standards of health and safety, presenting
advisory work having made an important work on the CPO and as delays to project Atkins minimum requirements and working
contribution to the coordination of Qatar’s awards continued. Staff turnover decreased with Qatar’s Ministry of Municipality and
to 10.7% (2015: 16.1%) across the region. Urban Planning to improve and standardise
accommodation for the local work force.

30
Segmental performance – Middle East continued
Revenue by sector % Revenue by client type % Revenue by geography %
39 Rail (including mass transit) 2 Public sector: local government 43 Qatar

20 Urban development 22 Public sector: national government 24 Kingdom of Saudi Arabia
11 Roads 76 Private sector 19 Dubai
9 Buildings 9 Abu Dhabi
7 Tourism and leisure 3 Sultanate of Oman
14 Other 2 Other
Risks Construction safety remains an elevated particularly in property and infrastructure.

Certain countries within the Middle East risk in the Middle East. We are mitigating Our advisory services team, which now
have greater potential for political change. this wherever possible and have been exist within our Atkins Acuity business,
In addition, it is a region where there instrumental in creating improved standards are developing plans to participate
is an increased risk of payment delays. for the industry through initiatives such as more actively in the new framework
Our extensive experience of operating the Atkins minimum requirements. opportunities developed by Faithful+Gould
in the Middle East over the last 40 years and Energy, where we see good potential
More detail on the risks that our businesses for infrastructure support.
gives us a level of insight into the political
face can be found in the Principal risks and
environment which, combined with our
uncertainties section (page 36). Activity is now underway to establish the
focused strategy of carefully selecting both
new transport and infrastructure division's
the countries in which we operate and our Outlook strategy and structure in order to respond
clients, helps us to mitigate political and
Our order book stands at 48.0% of next fully to the needs of clients more effectively
commercial risks.
year’s budgeted revenue (2015: 74.2%), and efficiently. The primary focus will be on
Further uncertainty around the oil price with the annual reduction reflecting prior our core Middle East markets and Africa.
presents a key risk because of the impact year awards of major contracts and the
significant challenges faced by the region The acquisition of Howard Humphreys
on government spending and the knock
due to the low oil price. (East Africa) gives us an excellent platform
on effect on private sector confidence. Our
to develop our presence in Africa, where
focus on strategically important projects
While long-term major project major investment in transportation,
and programmes gives us some insulation
opportunities continue to come to the infrastructure and energy is creating
from short-term changes, which partially
market, contract awards in the Middle demand for multidisciplinary design and
mitigates this risk.
East are expected to remain slow. We are consultancy services. We will continue to
cautious about the outlook for the region, explore other opportunities to increase our
given increased uncertainty on the timing regional footprint.
and funding of our pipeline opportunities,

Strategic Report > Segmental performance – Asia Pacific 31
Asia Pacific
STRATEGIC REPORT
Positioning for long-term growth
Financial metrics
Revenue £106.1m £109.7m -3.3%
Operating profit £8.5m £9.8m -13.3%
Work in hand 46.1% 49.2% -3.1pp
Safety – AIR 209 77 +132
People
Average staff numbers for the year 1,448 1,561 -7.2%
GOVERNANCE
Performance being strengthened through our design We see progress in diversifying our
In our Asia Pacific region operating margin and build projects. In mainland China, service offering to our major clients. We
was 8.0% on revenue of £106.1m property market conditions have led to have won a design consultancy contract
(2015: £109.7m). Our profitability and the restructuring and right sizing of our for Hong Kong International Airport for
cash flow performance were impacted teams. In 2016, architecture, landscape, advance modification works on the airport
by delays to the start of a number of key and urban planning and consultancy were taxiway network to facilitate future aircraft
opportunities and cash receipts from clients consolidated into a new property business movements during the initial construction
beyond agreed contract terms. designed to increase operational efficiency phase of the new third runway.
and allow a multidisciplinary approach
to chosen clients. We will increasingly Our Hong Kong office is increasing its
Business model
target state owned enterprises and exploration of outbound projects including
We operate predominantly in Hong Kong opportunities in Indonesia and Vietnam.
larger developers who have the financial
and mainland China supplemented by a We are providing the transit oriented
capability to take major projects forward.
network of offices across Malaysia, Vietnam, development masterplan along the new
Singapore, India and Australia. Using our Opportunities to expand our Atkins Acuity Jakarta-Bandung high speed rail corridor,
local knowledge combined with our skills business across the region, but particularly Indonesia's first high speed rail project.
and experience in delivering complex in southeast Asia, are increasing as strategic
projects around the world, we offer our partnerships are formed with engineering In mainland China, the property market
clients a range of services throughout the companies and contractors to secure higher slowdown has continued and opportunities
entire cycle of urban development. We value opportunities. for our property team to work together
work in partnership with chosen Chinese with local design institutes are being
contractors and support them both within Business drivers investigated. In mainland China, while we
the region and further afield. welcome the Government programme
Our growth potential in the region is
underpinned by the scale of urbanisation of anti-corruption measures it continues
Our regional capability in project to slow down the release and award of
management has been strengthened, driving both government spending and the
rate of private sector investment. Outside projects which is impacting our workloads
helped by the 2013 acquisition of and has led to resource adjustments.
Confluence, and we draw upon our Asia Pacific, good business opportunities
Group wide expertise to deliver the most exist for the Group as a whole as major
We were appointed recently to provide
technically suitable solutions to our clients. Chinese companies invest in large scale
support to Prasarana in a client advisory
infrastructure development projects outside
role on the delivery of its LRT3 light railway
Strategy their domestic market.
project in Kuala Lumpur, Malaysia.
Our strategy of geographic diversification Operations

has a focus on urban planning, transport Our overseas work with Chinese
infrastructure and property. Our relationships In Hong Kong, the largest part of our Asia contractors includes support to China
with Chinese contractors seeking to grow Pacific business, the political situation Merchant and Djibouti Ports and Free
and invest outside their domestic market are appears to be stabilising following the anti- Zones Authority on a feasibility study for a
progressing. Our presence in the southeast Government protests of late 2014. We have port oriented free trade zone investment
Asian markets is being developed. continued to bid for major new government in Djibouti, where the downstream
contracts but are closely monitoring a masterplan work was secured. Work with
In Hong Kong, our client base is slowdown in the rate of funding approval China Communications Construction
diversifying and our relationships with and increased competition. Company and its subsidiaries on a number
internationally renowned contractors is of outbound opportunities in the UK, Asia,

32
Segmental performance – Asia Pacific continued
£106.1m £8.5m 1,354

16 106.1 16 8.5 16 1,354
15 109.7 15 9.8 15 1,523
14 100.5 14 8.0 14 1,498
-3.3% -13.3% -11.1%

Revenue by sector % Revenue by client type % Revenue by geography %
26 Buildings 16 Public sector: local government 45 Hong Kong

16 Rail (including mass transit) 10 Public sector: national government 29 Mainland China
11 Urban development 74 Private sector 10 Singapore
10 Water and environment 3 Australia
10 Tourism and leisure 3 Vietnam
27 Other 10 Other
Africa and the Middle East is ongoing. We In November 2015, the Asia Pacific Expanding our footprint across the region
are supporting a number of contractors women’s professional network was brings increased risks such as lack of
in Africa and the UK to assist in securing launched with the mandate to promote commercial transparency, political instability
construction contracts and investment gender diversity in the workplace and and risks associated with operating within
prospects in the transport, property and engage and encourage female staff in their unfamiliar regulatory, tax and employment
energy sectors. professional development. regimes. We undertake research into both
the market and specific clients, as well as
In southeast Asia, two new city Our employment approach has helped using professional advisors to assist with
development contracts were secured with attract and retain female employees and legal and regulatory compliance.
Vingroup and Sands Corporation has they now account for 38% of the overall
appointed us as lead consultant for projects headcount. Over 37% of all our new hires We discuss risks in more detail in the
at Marina Bay Sands in Singapore. for graduate engineer positions, outside Principal risks and uncertainties section
Faithful+Gould, were women. In our global (page 36).
Our Faithful+Gould business had another design centres (GDC), 23% (2015: 20%)
good year, with its role as engineering of the workforce and 16% of our overall Outlook
project manager on the Formula 1 graduate engineers hired are female. Our order book stands at 46.1% of next
Singapore Grand Prix and a strong year’s budgeted revenue (2015: 49.2%).
pharmaceutical and manufacturing sector Safety and sustainability The political situation in Hong Kong is
workload. Recent wins include a large scale AIR has increased in Asia Pacific partly stabilising, however delayed approval of
retail development in Malaysia, luxury retail reflecting three reportable accidents funding continues to impact our pipeline
stores in Macau and premium brand hotel compared with two last year. of work. The slowdown in mainland
projects in Singapore and India. While China is expected to continue and our aim
economic growth has slowed in China, Risks is to improve operational efficiency with
we continue to see opportunities in the the formation of the new property division.
During the financial year, the welcome
manufacturing and hospitality sectors. We see increasing opportunities for Atkins
anti-corruption measures introduced
previously in mainland China resulted in Acuity to provide advisory work in
People
increased risk for our business as contract the region.
Overall headcount in our Asia Pacific region awards were delayed. We continue to
decreased in the year to 1,354 (2015: 1,532) monitor developments closely and to take
primarily as a result of actions taken to appropriate action regarding resourcing.
restructure and resize our team in mainland
China. Staff turnover has increased to
18.7% (2015: 12.2%).

Strategic Report > Segmental performance – Energy 33
Energy
STRATEGIC REPORT
A mixed year with continued challenges for oil and gas
Financial metrics
Revenue £201.3m £182.0m +10.6%
Operating profit £16.7m £20.4m -18.1%
Work in hand 30.5% 29.8% +0.7pp
Safety – AIR 55 63 -8
People
GOVERNANCE
Performance Strategy countries are looking to develop nuclear
Our Energy business has had a mixed Following the completion of the power as part of their long-term strategy
year. Our nuclear, power and renewables acquisition of the projects, products for more secure, low carbon energy. Our
businesses delivered a good performance and technology (PP&T) segment of skills are in high demand across the entire
while most of our oil and gas markets, EnergySolutions nearly 70% of Energy’s nuclear lifecycle.
except the Middle East, faced challenges. revenues will come from the nuclear
In oil and gas, we see a similar focus
Revenue rose to £201.3m (2015: £182.0m) industry reflecting our confidence in the
on keeping existing production and
due in part to the benefit of acquisitions in growth opportunities in this area. We
distribution facilities operating safely
the second half of last year. However, both also foresee an increasing contribution to
for longer, drawing on our safety and
operating profit at £16.7m and margin at our business from renewables projects.
integrity services. The oil and gas industry
8.3% reduced, reflecting continued pricing The oil and gas industry may need to
needs to reduce operating costs further
pressure and the impact of the deferral and accept a lower price environment for the
as a consequence of the low oil price and
cancellation of some projects in the oil and foreseeable future and we are actively
this is driving demand for our advanced
gas market. adjusting our business model accordingly.
engineering skills and lifecycle expertise.
Nevertheless, we are confident that
Business model hydrocarbons will remain part of the Operations
The Energy business operates worldwide global energy mix in the long term.
Nuclear
competing against a wide range of
We continue to look at selective investment We have a robust, broad-based nuclear
businesses, from large multinational
opportunities to expand our geographic portfolio that is performing well.
engineering consultancies to specialist
niche players. footprint and service offering through
organic growth, as well as extending and In the UK, our position in the nuclear new
creating new partnering arrangements and build market remains strong. In line with
Focus remains on nuclear, oil and gas,
targeting acquisitions. our strategy, engineering and related
conventional power generation and
technical services are provided to EDF
renewables. In these industries we are
Business drivers Energy, Horizon Nuclear Power and NuGen
applying our high end, multidisciplinary
for a new generation of nuclear power
engineering skills during both design and Our business is underpinned by continued
stations in the UK. We have recently finished
operational phases to assure the safety, global growth in energy requirements as
our commission for the UK Government
integrity and economic performance of our many countries seek to balance increasing
on the techno-economic assessment
clients’ facilities. demand with a desire to decarbonise
and are positioning to take a leading role

in order to mitigate the effects of
as engineering partner for the future
climate change.
development of small modular reactors.
In nuclear and conventional power the
need to keep existing generation and
distribution facilities operating safely for
longer remains. There is a continuing
requirement for technical support around
nuclear decommissioning. A number of

34
Segmental performance – Energy continued
£201.3m £16.7m 1,806

16 201.3 16 16.7 16 1,806
15 182.0 15 20.4 15 1,813
14 169.6 14 15.1 14 1,461
+10.6% -18.1% -0.4%

47 Nuclear 2 Public sector: local government
36 Oil and gas 15 Public sector: national government
17 Power (including renewables) 29 Regulated
54 Private sector
Following the successful conclusion Oil and gas of a five-year framework, covering project
of termination negotiations and the The performance of our oil and gas management services for major pipelines
demobilisation of the Silos Direct- business continues to be mixed. and a wide range of projects.
encapsulation Plant project, additional
decommissioning work at Sellafield was A further deterioration in trading Our portfolio of work in the international
secured. Our joint venture with AREVA and conditions, particularly in our North liquefied natural gas (LNG) market is
Doosan has been appointed to Sellafield’s American business, was offset to some expanding. Building on our ongoing
decommissioning delivery partnership extent by growth in the Middle East. In the relationship with Shell, we were appointed
under a framework agreement which is UK, we continue to see focus on keeping to develop asset integrity models for future
expected to run for 10 years and involves existing production and distribution inspection and maintenance of its Prelude
decommissioning and maintenance work facilities operating safely for longer, which FLNG project, the largest floating LNG
on a broad range of facilities. We are busy is drawing on our safety and integrity project in the world. Work on the INPEX-
on existing nuclear generation and life services. In line with the industry as a operated Ichthys LNG project is ongoing
extension work through our role as an EDF whole, we remain cautious and continue and we act as technical advisor and
Energy UK Strategic Supply Chain Partner. to monitor productivity closely, while engineering designers on Singapore’s LNG
delivering both consultancy and design terminal as part of a five-year engineering
We see significant opportunities in North services under our long-term framework services agreement.
America and other markets outside the UK agreements with major international oil and
and continue to expand the international gas operators. Power
portfolio of our nuclear business. A broad Our power division had a very strong year,
range of services are provided to the Our Middle East oil and gas business has trading above our expectations.
Emirates Nuclear Energy Corporation in doubled in size during the year and is
the Middle East on the £20bn Barakah seeking to establish a new joint venture in Our renewables business has further
New Nuclear Programme and to the €15bn KSA. Further expansion has been achieved strengthened its position in the UK offshore
International Thermonuclear Experimental in the UAE and Qatar with design and wind market. We are currently one of the
Reactor programme in the south of France. consultancy services for ADNOC and Qatar largest suppliers of engineering work in this
Petroleum. Our relationship with Shanghai market and are at the forefront of driving
Our international footprint in nuclear was Electric Power to deliver projects to Aramco innovative design for floating offshore wind
significantly enhanced in April 2016 when, has been extended to include the design to maximise energy yield for clients in this
following US Government regulatory of a third gas compressor booster station, fast-moving sector. In February 2016, the
clearance, we completed our acquisition as well as securing the design of a major Swedish company Hexicon appointed us as
of PP&T which designs solutions for pipeline project with Saudi Kad. Working engineering partner for its innovative multi-
the treatment and stabilisation of high, in collaboration with our Faithful+Gould turbine offshore wind floating platform to
intermediate and low level nuclear waste. colleagues, a major contract has been be deployed off the north coast of Scotland.
This positions us well across all tiers of the secured with a key client in KSA to support
international decommissioning and waste the execution of capital projects as part
management market.

Strategic Report > Segmental performance – Energy 35
In 2015, Seaway Heavy Lifting appointed an informed manner; 130 staff have now continue to invest in our in-house training
us to design the jacket foundations for attended. During the year it was adopted academy that now provides externally
STRATEGIC REPORT
the 664MW Beatrice offshore wind farm. into the Group’s corporate curriculum for recognised courses. This year over 300
We are also designing eight offshore use by the wider business. people were welcomed onto these courses.
substation platforms across four of DONG
Energy’s proposed offshore wind farms. We will work to increase the proportion For more information on the risks that
Statoil named us as one of three winning of female employees and offer a range of our businesses face and the actions we
companies of the Hywind Installation flexible working options to help us both are taking see the Principal risks and
Challenge innovation campaign for the recruit and retain staff. We implemented a uncertainties section (page 36).
design of a novel assembly and installation programme to support women returning to
concept for floating structures. work after maternity leave in 2015 which Outlook
has now been extended to other UK-based Our secured work in hand is 30.5%
We were involved as an official advisor to female employees. (2015: 29.8%) of next year’s budgeted
DECC for their energy storage competition revenue, which excludes PP&T’s work
programme which supported UK businesses Safety and sustainability in hand.
to develop and demonstrate innovative The improvement in the AIR result is due to
energy storage technologies. the increase in headcount during the year The outlook for our Energy business overall
with no decrease in reportable accidents. remains positive, with the fundamental
In November 2015, Stoke-on-Trent City drivers for growth unchanged as the
Council appointed us as primary project We are helping society to make the world’s requirement for energy continues
GOVERNANCE
consultant to deliver a ground-breaking transition to a low carbon economy to increase. We continue to seek ways to
new low carbon district heating network through our work on a wide range of grow the business organically, while also
for the city. low carbon enabling technologies such exploring further acquisition opportunities.
as nuclear, offshore wind, tidal, carbon
Our presence in the Middle East has been capture and storage, and biomass. Despite difficult trading conditions in
increased with the award by Hyundai We also help to ensure that extraction the oil and gas market, we believe we
Engineering and Construction to provide of the world’s remaining oil and gas are well positioned for the medium and
engineering design services for the Abu reserves respects both life and the wider longer term. We are adapting to a more
Dhabi Water & Electricity Authority Mirfa environment. cost conscious oil and gas market and are
independent water and power project. seeking further opportunities to leverage
We have also been appointed to support Risks our skills in LNG and floating structures.
the design and implementation of Dubai We see significant opportunity for growth
Continuing deterioration of the oil price
Airport’s energy management programme. in nuclear across new build, maintenance
is a key risk for Energy. During the year
As well as building our pipeline in the and decommissioning supported by
mitigating action was taken by reducing
Middle East, our role supporting China our acquisition of PP&T with its proven
headcount and our overall cost base.
Light and Power in Hong Kong is expanding track record in the management of
We continue to address productivity and
as it looks at options to extend the life of its Tier 1 nuclear licensed sites. The outlook
rebalance the business to meet demand.
generating assets. for power is positive and we will continue
The safety, environmental and reputational
consequences of an error in our work, to internationalise the business while
People expanding our renewable energy portfolio.
given the high hazard nature of the facilities
Headcount decreased slightly to 1,806 on which we work, is another key risk.
(2015: 1,813), with the reduced workload
in our UK and US oil and gas businesses As with any acquisition, there is the
being offset by organic growth of our potential risk of failure to integrate the
nuclear, power and Middle East oil and gas acquired PP&T business into Atkins which
businesses. Staff turnover has remained could lead to a loss of shareholder value
steady at 8.8% (2015: 8.6%). with expected benefits and synergies not
achieved. This risk is mitigated by thorough
We measure employee engagement due diligence ahead of acquisition, a
through our Group wide Viewpoint detailed integration plan compiled in
employee opinion survey. Our overall conjunction with the acquired business and
engagement score for Energy remains well resourced implementation plan, with
significantly better than the benchmark for progress against the plan fed back regularly
our industry sector. to the Board.
Our popular Energising Your Career Our plans for growth are potentially
course supports the development of our affected by the availability of skills in the
mid-career staff by helping employees to right locations. To mitigate this risk we
consider their future career development in

36
Principal risks and uncertainties

We recognise that effective risk management is
fundamental to helping us achieve our strategic
and operational objectives.
Board
The Board reviews the
Group operational and strategic
risk registers at least quarterly.
It delegates authority for the service
delivery process and risk management
process to senior management.
Audit and Group Risk Committees

The Group Risk Committee, chaired by the Group CEO,
oversees the operation of the Group’s risk management framework
and provides support to the Board and the Audit Committee.
It reviews the Group operational and strategic risk registers regularly.
Group commercial and risk management director

Consolidates the risks submitted by functional areas and businesses to compile the Group’s key risks.
Operational risk logs are updated monthly and strategic risk logs quarterly.
Senior management of each

Senior management of Group
operational business sector and
functional areas identifies the key risks
divisions identifies the top risks and
and develops mitigation actions.
develops mitigation actions.
Effective risk management is embedded manage and report risks of both a strategic mitigation measures, controls and key
in our governance framework, which is and operational nature. Our strategic actions that are required to manage it.
summarised in the Corporate governance and operational risk registers allow us to
report (page 61). assign owners and mitigation strategies to We also assess all potential project
identified risks. Ownership is not the exclusive opportunities using an online service
Our risk management framework supports responsibility of senior management but is delivery process which includes a risk
the Board in governing, reviewing, assessing passed down to appropriate staff members. categorisation tool that scores and ranks
and determining the nature and extent of these opportunities using a traffic light
the significant risks it is willing to accept The registers are routinely reviewed by system. This determines the risk profile and
in achieving its strategic and operational the Group Risk Committee. It also receives is the initial factor that informs the required
objectives. This framework, and the presentations from selected risk owners to level of review of each opportunity as it
associated risk management structure, allow provide a more detailed explanation of the progresses through the Group’s ‘stage
us to identify consistently, assess, prioritise, risk, including the effectiveness of associated gate’ bid approval process. This process,

Strategic Report > Principal risks and uncertainties 37
STRATEGIC REPORT
combined with the risk management Where applicable, we cross-reference and monitored by senior management, the
framework together with the long principal risks with segment-specific risks. Audit and Group Risk Committees and the
established internal delegated authority Board to determine the overall risk profile
structure, is applied across the Group Risk appetite both qualitatively and quantitatively. This
and is designed to achieve progressive The Group's risk appetite is determined by process enables the residual risk to be
improvement in the quality and rigour of the risk framework, reinforced by specific assessed and the risk appetite of the Group
GOVERNANCE
our bidding and project delivery processes. risk management processes and approval. to be determined.
The Group seeks to reduce the potential
We continue to manage a number of impact of the risks by regular monitoring The Group has carried out a comprehensive
potential risks and uncertainties which and review in order to meet strategic and review and assessment of each principal
could have a material impact on our operational obligations and objectives. risk in the organisation of which there
strategic and operational objectives. are currently twelve. To assist with the
Many of these risks are common to There are a number of principal risks monitoring and management of the
other companies and we assess them identified which are inherent to the Group principal risk, further work has been
regularly to establish the principal risks and and also to other organisations in our sector. undertaken in the Group to establish and
uncertainties for the Group. We have processes and procedures within consider the specific risk appetite for each
the risk framework which assist in the principal risk. The overall nature of these
The table outlines the principal risks, control and mitigation of each specific risk to risks has generally remained unchanged
the mitigating activities undertaken in minimise the probability of the risk occurring over the year. The principal risks are set
respect of each of them and indicates the and/or minimise the residual impact in out overleaf.
direction of change of each in the year. We the event the risk occurs. These risks are
continue to assess these risks under two regularly reviewed, challenged, prioritised
main categories: strategic and operational.
Viability statement
Assessment of prospects Assessment of viability
The Group considers the development of the business and the In assessing the Group’s viability, the Directors have carried
industry in which it operates over many time horizons. The out a robust assessment of the principal risks in the business.
broader macro trends are assessed for their impact in the longer Appropriate, plausible scenarios have been considered, including
term and the implications for the business are evaluated. The the associated potential impacts on the Group’s profit and
Group’s strategic plan, which covers the current and following loss, balance sheet, cash flows, and key performance indicators
four years, is reviewed by the Directors annually. over the period. It has been assumed that funding in the form
of capital markets debt or bank debt would be available in all
The contracts into which the Group enters are characterised by
reasonable scenarios contemplated and that mitigating actions
multiple timeframes, many of which are short-term in nature.
could be implemented as required to improve the position in the
Consultancy and design work is often of a duration of less
most severe scenarios.
than one year and there are a limited number of contracts
or frameworks of multiple year duration within the Group’s Confirmation

portfolio. While there may be a reasonable expectation of In the context of the inherent uncertainties of a multiple year
securing work beyond that within the visible pipeline, there are period of evaluation, the Directors confirm that based on
a number of uncertainties arising in consideration of longer time this analysis there is a reasonable expectation of the Group
periods. Consequently, there is a greater degree of certainty in continuing in operation and meeting its liabilities as they fall due
the early years of the Group’s strategic plan. in the period to March 2019.
Based on the increased confidence provided by the Group’s
current contract portfolio over the shorter term, and the market
and industry uncertainties in the outer years, the Directors have
assessed the Group’s viability over a three-year period
to March 2019.

38
Principal risks and uncertainties continued
Strategic
Risk Activities in the year Change
(in alphabetical order) Mitigation ended 31 March 2016 in year
Economic outlook We have increased our sector and geographic diversification During the year we continued to
Imposition of government to provide resilience at a time when many of our markets increase the utilisation of our Indian
austerity measures has still experience uncertainty. We have a clear strategic priority GDCs, increasing staff numbers
an impact on our trading to focus on sectors which have attractive growth prospects across our two sites (Delhi and
performance as spending with good levels of funding. Bangalore).
on public sector
We will undertake careful and selected regional expansion,
infrastructure is reduced.
exploring the potential in North America, southeast Asia
Worsening economic and Africa. We will continue to focus the Group on higher
conditions lead to reduced growth, higher margin activities.
levels of private sector
To provide increased flexibility and remain competitive, we
capital spend and have
utilise our global design centres (GDCs) in India to support
an adverse impact on our
market opportunities and projects across the regions in
clients’ ability to pay for
which we operate.
our services.
We seek to redeploy our people around the Group to meet
demand in growth markets and sectors, frequently moving
work to people and people to work to enhance Group agility
and staff utilisation.
We perform periodic client credit checks and maintain

regular management reviews of credit terms, trade debtors
and work in progress.
Financial We review the Group’s trading and funding position on an During the year, we negotiated a
A deterioration of the ongoing basis. new £100m, three year revolving
Group’s financial position credit facility (RCF) with our tier one
The Group’s treasury function manages and monitors
limits our ability to invest relationship banks. This new facility
external funding and investment requirements and risks
in growth. is in addition to the Group’s existing
arising from the Group’s financial instruments risks, including
£200m five-year RCF and $75m
Adverse movements in foreign exchange risk, interest rate risk and price risk, credit
US Private Placement debt, with
liability assumptions or asset risk and liquidity risk.
maturity dates of 2021 and 2019
values result in a significant respectively.
We have made good progress in implementing our strategy
increase in the Group’s
to continue to de-risk our defined benefit pension schemes.
defined benefit pension During the year we have agreed a
obligations, increasing the long-term, de-risking investment
cash funding required to strategy for the Group's principal
repay the deficit and reducing pension plan. Further information
our ability to invest in further is contained in the UK and Europe
growth opportunities. review (page 22).
Geopolitical We are focused on geographies that have more stable trading During the year we continued to
Political instability in the markets and environments with regional growth resulting develop the security and safety
regions within which we from economic diversity, population growth and urbanisation. standard for our staff when working
operate has a negative in low, medium and high risk
We monitor closely our operating geographies and markets
impact on our ability to geographies.
to identify geopolitical change that could potentially have an
deliver contractual services
impact on the trading conditions for our operating business.
and receive payment, and
endangers the safety of We obtain the latest professional risk and security
our people. information provided by external organisations before
engaging in contracts in new geographies and we monitor
Political transition leads to
regularly the economic stability and the security of the
uncertainty or deadlock
markets in which we continue to trade.
delaying government
funded programmes. The operational leadership team and senior management
review periodically geopolitical influences that have the
potential to affect the economic and safety environment in
our operating geographies and markets.
Risk increasing Risk decreasing No material change to risk

STRATEGIC REPORT
Market We have robust, integrated online service delivery review During the year we continued to
Worsening market processes, which include risk classification, peer reviews and drive operational performance across
conditions, for example a Group authority approvals during the key stages of bidding the Group to improve our margins.
fall in commodity prices or work, entering into contracts and during delivery of our
This year we successfully
a shift in industry demand, projects.
implemented the online service
lead to changes in contracts
We continue to embed our integrated online service delivery delivery process in North America.
resulting in increased risk
process across the Group.
transfer from clients and During the year we took specific
a need to accept more We continue to focus our strategy on sectors with strong action to reduce our resources in our
onerous contract terms to sustainable growth prospects, good levels of funding and oil and gas business, redeploying
win work. higher technical barriers to entry. elsewhere within the Group where
possible to meet demand in other
Reductions in the We have a strategic focus on operational excellence and,
growth markets and sectors, in
amount of available work through a series of initiatives together with the increasing
response to reduced demand for our
through client delays or use of our GDCs in India, we aim to deliver a competitive
services from a number of our clients
cancellations, together with cost base while also supporting and enabling growth across
GOVERNANCE
as they have responded to the fall in
reduced win rates from the Group.
oil prices.
increased competition,
We carry out our annual review of our online service
result in insufficient work We reduced our resource levels
delivery process to ensure it continues to provide a robust
for our people. in the Middle East property and
standard for winning, delivering and reducing contract and
infrastructure business to reflect
commercial risk across the Group.
reduced demand and delayed awards
for our services in these markets.
Regulatory/Legal We seek external advice about new and/or changing trading To ensure the Group code of
Legislation and regulations restrictions, communicating these changes across our conduct has been read and is
restrict our ability to operate business as necessary. understood all our people have been
in certain locations or required to complete an e-learning
We operate a Group trading standard and associated country
perform certain activities module during the year.
approval list, detailing the approved procedure for trading
leading to the need to exit
worldwide. The country approval list details the risk profile During the year we carried out a
these markets.
for countries around the world across matters including trade planned review and update of the
Breaches of regulation restrictions, corruption and travel security, which determine Group country approval list and
or legislation result in the level of approval required to trade there. the associated risk profile for
fines, imprisonment and the countries.
All overseas projects and those that carry elevated risk
reputational damage.
on the project risk categorisation tool are automatically We improved our due diligence
screened by Group compliance to confirm legal compliance offering by moving to new screening
and assess project risk in line with the approved procedure. software to give us greater access
to more databases and media
We continue to invest in training and communication in the
sources that inform our project
area of compliance.
risk assessment.
We have a whistleblower hotline that is available to all our
We further enhanced our ability
people, suppliers, subcontractors, clients and third parties.
to secure the compliance of
The Group code of conduct was launched across the our external partners through
Group in 2015 with all our people either receiving or being the introduction of third party
provided with access to a copy. questionnaires and policy
certifications.
We review and update the Group's trading standard and the

associated country approval list annually.
Strategic acquisition We have a robust acquisition process and stage gates, which During the year, we continued
and integration include Group authority approvals during key stages of the to improve our approach to due
Failure to integrate the acquisition process. diligence and integration planning,
acquired businesses into based on learning from previous
We undertake thorough due diligence ahead of acquisition,
Atkins lead to a loss of acquisitions.
jointly develop a detailed integration plan with the acquired
shareholder value with
business and implement a well-resourced implementation
expected benefits and
plan, with progress against the plan regularly monitored by
synergies not achieved.
the Board.

40
Principal risks and uncertainties continued
Operational
Crisis event We have a Group crisis management plan in place to enable us A review of the Group’s crisis
A significant one-off event to respond quickly to such events. management plan was carried out
affecting a key business during the year. This included a
We carry out regular reviews of the Group’s crisis management
location, project or our simulated exercise of a regional crisis
plan and carry out tests to establish the effectiveness and
people could interrupt event in the Middle East and the
adequacy. The test should include a simulated exercise of a
service delivery, threaten life UK that was escalated to the Group
regional crisis event that was escalated to the Group.
and/or cause reputational crisis management team.
damage to our business.
Health, safety and We have consistent safety standards worldwide and senior During the year we rolled out the AOS
environmental management leadership on health, safety and environmental system across the Middle East and
Shortcomings in our design matters is regularly reinforced via targeted campaigns. North America.
or works’ supervision Our Group wide behavioural awareness campaign, Safe and
result in a health, safety Secure by Choice, focuses on the safety behaviours of our
or environmental incident employees, highlighting the importance of reporting all health and
involving our people, clients safety incidents. It supports our commitment to creating a leading
or other third parties leading health and safety culture and includes sections on personal safety,
to injury, loss of life and/or ability to challenge, driving and near-miss reporting.
significant damage to
our reputation with all We mandate accident and near-miss reporting and provide
stakeholders. a whistleblower hotline to enable our people, suppliers,
subcontractors, clients and other third parties to raise
concerns confidentially.
We invest in the training of and communication to our people
about the importance of safety and security in the workplace.
We operate a global standard to assess the competency of
construction contractors and set the minimum requirements
expected on site during the supervision of the services.
Atkins has implemented an online operating safely system
(AOS), which includes an online risk assessment and enables
employees to be tracked while working on site.
Physical and data security We use appropriate physical security, secure networks and During the year, we continued
Confidential client business encryption to protect data. to provide information assurance
and/or personal data is guidance and training across our
We train our people and provide guidance on best practice
mishandled, resulting in business. Information assurance
in information assurance.
breach of contract, the guidance and behaviour based
inappropriate release of The Group security officer seeks to ensure best practice and training modules for the Group are
commercially sensitive continually raise the profile of security across the business. also being developed to complement
information or the loss of and improve the effectiveness of our
We continue to provide information assurance guidance and
the personal information controls in this area and these will be
training across our business.
of our clients and/or made available to all our people.
our people. We have developed a security standard (protecting our
During the year, we have cascaded
people and property) and an information assurance
Our business systems suffer our security standard (protecting
standard.
an attack from hackers our people and property) and an
or viruses. We recognise there is an increased focus on privacy, the information assurance standard
protection of personal data and the expectations of our across the Group.
The safety and security of
clients, people and other stakeholders in this area. A Group
our people is threatened.
data protection manager has been appointed to develop
further our approach to data protection.
We maintain certification to the UK Government’s new

Cyber Essentials Plus standard.
Risk increasing Risk decreasing No material change to risk

STRATEGIC REPORT
Projects We have invested in the deployment of our online During the year we continued to invest in
Poor management of project management system to drive consistently high increasing project management capabilities
projects leads to client standards across the Group. across the UK and Europe and the Middle
dissatisfaction, damage East, in particular.
Investment in ongoing project management excellence
to our reputation for
training programmes for our people, including
technical excellence and a
the development of a new project management
deterioration in the Group’s
competency framework.
financial performance.
We seek continually to improve project controls, which
include regular financial and operational reviews of
project performance and delivery.
GOVERNANCE
Staff recruitment Regular business reviews evaluate a number of metrics Sector succession plans are developed,
and retention including headcount, staff turnover, vacancy levels and reviewed and implemented each year to
Failure to attract and retain employee engagement. ensure that we retain our best talent.
the most talented, motivated
Maintenance of a detailed succession management plan A talent management pilot has been
professionals in their launched to focus on our high potential
across the Group.
respective fields makes us people in succession management planning
unable to deliver on clients’ Regular succession planning reviews provide support across the Group.
expectations and respond for internal mobility, development of an effective talent
We implemented improvements across the
to the most technically pipeline and career path management.
Group during the year to define and support
challenging and time critical
An annual review of our staff engagement through career paths within the Group including
projects, thereby eroding our
our Viewpoint survey ensures that the morale and technical, project management, business
market share and damaging
motivation of our people is managed effectively. management and business development
our financial performance.
routes.
Technical delivery Our robust service delivery process, and the associated We have continued to develop our
Design errors or omissions stage gate review procedures during the bidding, standards for project manager competence
lead to client dissatisfaction, contracting, delivery and completion stage, ensure and electronic data management across all
financial losses and damage that the Group has the capability to deliver the sectors during the year.
to our reputation for technical requirements within our contracts. We continued to cascade our technical
technical excellence. We use seven design principles which govern all our assurance standard during the year
technical work and are embedded in our business establishing the minimum assurance
management system. Technical reviews and checking requirement for our technical deliverables
during delivery of our projects remains a key control. to our clients in the Group. We also
Our technical assurance guidance and standard is refreshed the technical assurance guidance
included within our business management system. in our business management system.
We have implemented a programme of continual

technical training and development.
’Network chairs’ lead our technical centres of excellence
across the Group.

We have established a working group of
representatives from all our operating businesses
and relevant corporate functions to develop and
disseminate best practice regarding technical
assurance and governance.

42
Our people
“We aim to attract the best people and
continually develop their capabilities
so that we can deliver outstanding
solutions for our clients.”
James Cullens
Group HR director
Overview
At Atkins, our people give us our competitive edge. We trust them to go above and beyond for the Group and our clients. Their individual
talent and our collective expertise help us to exceed client expectations and meet our strategic objectives.
We review our human resources metrics regularly and, as part of this process, we consider a range of measures, such as headcount,
succession planning, retention rates and employee engagement. We also review progress against both our Group and sector people
strategies, ensuring we are able to forecast the future skills and resourcing needs to support our growth plans.
Alignment Involvement
Overall
2015 engagement 2015
68 69
2014: 68
69
2014 Norm 2014 Norm
66 59 Norm: 59
69 62
Alignment is about how closely Involvement is about how involved
an individual’s objectives, values people feel with their job. We
and aspirations match those measure this through key questions
of the Group. around job satisfaction, motivation
Loyalty and personal fulfillment.
2015
70
2014 Norm
69 57
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.
Figure 1: Viewpoint Group engagement results as provided by Ipsos MORI

Strategic Report > Our people 43
Figure 2: International assignees by location

SIGNEES BY LOCATION ASSIGNEES
ASSIGNEES
BY LOCATION
BYASSIGNEES
LOCATIONBY LOCATION
NORTH AMERICA UK & EU
EUROPE
R NORTH NORTH
AMERICA
AMERICA
MIDDLENORTH
EAST A
AMERICA
UK
M & EUROPE
UK & EUROPE ASIA PAC
UK & EUROPE
MIDDLE
LEMIDDLE
EAST
E EAST MIDDLE EAST
ASIA PAC
ASIA
PAPAC
C ASIA PAC
& OP TH E RI IDD AS IA IFIC
UK E OR CA M T AS
STRATEGIC REPORT
N
18 18 1818 19718
116 18116 18197
116 69116
197 1976918
69 69
Headcount Engagement Areas where we have scope to improve

Headcount reduced slightly in the year Ensuring our people feel valued and further include our ability to retain our best
ended 31 March 2016 to 18,052. This motivated at work underpins our ethos and people and give them a clear career path.
primarily reflects the reductions in supports our strategy for growth. We know
The Group operational leadership team
the Middle East and Asia Pacific to there is always room for improvement,
will continue to use the survey outputs to
improve productivity. therefore, we ask our people to tell us what
GOVERNANCE
improve our employee engagement and
they think and then involve them in our
We remain focused on attracting people is committed to developing a set of clear
plans for change.
into engineering careers and use a variety actions each year to address the feedback.
of platforms to encourage students Every year we ask our people around the
Day to day we maintain regular
including visits by our own graduates to world to participate in our Viewpoint
communication with our employees
school and university events. We hired over employee engagement survey. This survey
through a range of digital media, with
400 graduates in September 2015 globally comprises a series of strategically important
content relating to our client wins, project
and will be targeting a similar number themed questions, aligned to a pre-defined
successes, thought leadership and stories
for our 2016/17 intake. Our apprentice engagement model which measures our
about our people all available on our
programme continues to attract school people’s relationship with management
intranet. We supplement online channels
leavers choosing a career in engineering. and how they feel about their jobs and
with face to face town hall meetings and
Further details are provided in the UK and the Group.
line manager team briefings. To coincide
Europe business review (page 22). Our
Group results are communicated within with the announcement of our financial
Group wide careers website gives our
our businesses and via our Group wide results, we provide updates on our Group
people easy access to all our vacancies
intranet to ensure our people understand performance via webinar for senior
throughout the world and helps to
the key feedback themes and are confident management and video for all colleagues.
encourage internal mobility.
that actions will be taken as a result of
Our senior leadership teams hold meetings
As well as developing our talent pool in the survey.
and open discussions to give employees
local markets, we have an experienced
Our 2015 survey included 80 questions and the opportunity to ask questions about
team of people working on planned
was completed by 76% of our people. Our our strategy and future plans. We also use
international assignments across the Group,
overall engagement score was 69% – a webinars and ‘all hands calls’ to engage
either to supplement skills not available
good result, an improvement over the prior with our people and give them the chance
locally by bringing specific technical
year and 10 points higher than the global to participate and ask questions directly.
knowledge to bear or to help resource
the delivery of larger projects. We have norm for organisations in the professional
Another popular communication channel is
focused on building a mobility pipeline of services sector.
our CEO blogs, through which our regional,
people who are keen to work in different Advisory, Energy and Faithful+Gould CEOs
Questions about carrying out work safely
geographies so that we can match our share informal thoughts, images and updates.
remain among our top scoring areas, with
available talent with appropriate vacancies
97% of people understanding how to
around the world (figure 2).
work safely. Greater collaboration, client
proximity and technology are fundamental

to our ability to differentiate ourselves from
our competitors, to win more work and to
exceed client expectations. It was therefore
encouraging to see that this is another
area of improvement. It is also evident that
people across Atkins continue to care about
the success of our organisation (95%).

44
Our people continued
Investment in people public commitment to have at least 5% To inform the salary review and
Working with our clients and partners on of their UK workforce on formal graduate other reward decisions, we conduct
the delivery of complex solutions requires and apprenticeship schemes. Our current comprehensive annual benchmarking
that we continually develop and enhance proportion is 12.3% (2015: 8.9%) of studies across our regions. We use the
the capabilities and performance of our UK headcount. data to improve the competitiveness of our
people. The Group’s annual training remuneration packages and to help line
We continue to engage with schools managers with pay decisions.
spend has been maintained at £22m
and colleges to attract students into
(2015: £22m).
studying science, technology, engineering Approximately 1,100 senior leaders
Our award winning My Career system, and mathematics (STEM) subjects and worldwide participate in our executive
automates the performance appraisal encourage them towards careers in bonus scheme. We believe this incentivises
process across the Group. We continue to our industry. the delivery of above average financial
develop and simplify the process to provide results and exceptional individual
One of the key requirements of our growth performance by rewarding the achievement
greater clarity of objectives, improve
ambition is the ability of our people to get of stretching targets and personal
visibility and tracking, and also strengthen
close to our clients and to understand their objectives.
the link between performance review and
drivers and requirements. Our worldwide
reward. This has provided an improved
sales excellence programme has continued A discretionary bonus scheme covers
process for the targeting and delivery of
to strengthen the capability of our people the wider Atkins population. We expect
training, at the same time allowing greater
in these areas. More than 370 staff to pay a bonus to around one third of
access to online learning and tracking of
attended programme modules during staff members, recognising individual
learning and compliance training.
the year. contribution and performance.
The identification, development and
During the year, we also launched our
deployment of key talent is a constant Figure 3: Viewpoint Group scores by
global project management academy
focus and during the year we piloted a gender as provided by Ipsos MORI
aimed at providing a platform to
new approach towards talent management
continuously develop the capability of our
through our My Career platform to 70 69
project managers across the Group. More
ensure that we are identifying potential
than 5,300 courses have been completed 58 59
systematically. This will be rolled out further
through the academy during the year.
across the Group during the 2016/17
financial year. Reward
One of the key challenges for our industry Pay movement across the Group varies by
is to develop the next generation of sector and geography. This reflects both
engineers to solve the challenges of the diversity of our businesses and the
urbanisation, climate change and energy variability in market conditions between
generation. This puts our graduate and sectors. With effect from 1 April 2016,
apprenticeship programmes at the heart of the average salary increase was 2.4%
developing our talent for the future. During across the Group. Pay review budgets were Female Male
the year, in addition to our significant relatively conservative, to reflect market Global norm Global norm
graduate intake, we recruited a further conditions and business performance.
81 apprentices. We are a member of the
‘5% Club’, an industry-led campaign
whose member organisations make a

Strategic Report > Our people 45
STRATEGIC REPORT
Employee share ownership is encouraged throughout an individual’s employment. A women’s professional network is
across the Group, to align the interests Our people are supported to develop to now well established in our major
of our employees and our shareholders their full potential regardless of sex, race, office locations.
and to enable our employees to share in age, religion or belief, disability, sexual
the success of the Company. In the UK, orientation, gender identity, marriage and The gender balance of the senior
we operate a share incentive plan (SIP) civil partner status, pregnancy, parental management population increased
GOVERNANCE
that provides a tax-efficient mechanism obligations or background, subject to the to 13.3% over the course of the year.
for employees to become shareholders laws of the jurisdictions in which we work.
As we continue to work to increase the
through salary sacrifice arrangements.
The Group encourages recruitment, proportion of female staff in Atkins, we
Approximately 12.5% of eligible employees
training, career development and have developed a range of flexible working
participate in the SIP.
promotion on the basis of aptitude and options to help us both recruit and retain
Diversity and inclusion ability, without regard to disability. a broader range of staff. This is supported
by our Viewpoint results, which showed
We are committed to building a diverse
We are also committed to retain and an improvement in the scores provided by
organisation to maximise the skills available
retrain, as necessary, employees who women in many areas.
to us in the regions in which we operate.
become disabled during the course of
Policies have been adopted to ensure this
their employment.
commitment is implemented from the point
of attraction and recruitment and continues
Figure 4: Gender split as at 31 March 2016
7 14 918 14,321
3 141 5,281
2
Board membership Senior leadership team Senior management Employees

Female Female Female Female
Male Male Male Male
There were 10 members of the Two senior leadership team There were 1,059 senior Excluding our Group senior
Board, seven were male and members were female. managers (including directors leadership team and senior
three were female. of subsidiary companies within management population, there
the Group) at Atkins. Of this were 19,602 employees at
number 918 were male and 141 Atkins of whom 14,321 were
were female. male and 5,281 were female.

46
Our responsibility
Within our corporate sustainability reporting we showcase
the expertise and drive that exists within Atkins to
support our clients to tackle sustainability challenges.
The future depends on what we do today.
Sustainability is an integral part of our shortages, energy security and climate Nested below these pillars are a total of 11
purpose. Within our corporate sustainability change. In order to measure our impacts sustainability principles. We provide detail of
reporting we showcase the expertise on society, the environment and the our progress against each of these principles
and drive that exists within Atkins to economy, we theme our sustainability on our website www.atkinsglobal.com/
support our clients to tackle sustainability activities around three pillars; a society for responsibility and highlight some of the
challenges, such as population growth, our future, an environment with a future most significant developments within
urbanisation, resource scarcity, skills and a responsible business of the future. this report.
CONTRIBUT
IREC T I ON
I ND
Society
T
CL
I EN
I EN
CL
T
N
CO
IO
R IB T
D I I BU T
N
UT
NT EC
TR
RE
CO DIR
C T I ON
I ON
I ND I R
BU T
Business Environment
EC
RI
TC
DIRECT
NT
ON
CONTRIBUTION
O
TC
RI T
C
B
RE
UT
DI N
IO
IN
C L I EN T

Strategic Report > Our responsibility 47
STRATEGIC REPORT
As one of the world's major design, leadership training has been rolled out to A society for our future
engineering and project management senior managers and directors Group wide Inspiring the next generation
consultancies, we help to provide the as we seek to lead and positively influence
We recognise that inspiring the next
minds and ideas behind transforming our industry and set its standards.
generation of engineers to build a
the world’s built environment and play
We continue to place great emphasis on sustainable future is critical and our careers
a central role as stewards of society’s
website advertises all of our early career
GOVERNANCE
economic, social and environmental our technical leadership through Atkins
Fellows, a group of experts in their fields, opportunities with dedicated graduate
fabric. This can be considered our indirect
and our technical networks. Much of our pages. We also run a variety of science,
contribution. Our direct contribution is
technical leadership is highly relevant to the technology, engineering and mathematics
who we are and how we behave as an
sustainability challenges that society faces. (STEM) outreach programmes focused
organisation, demonstrating responsibility
An example is a report we have published on encouraging young people to study
and accountability to our stakeholders. We
on Journeys of the Future – Introducing STEM topics and consider related careers.
believe we have a responsibility to help
Mobility as a Service. This looks at how Further information about our approach
enable a sustainable future through our
technology will be a critical driver of change and the number of people attracted to our
leadership role, our operations and the
in the transport sector in the coming years graduate and apprenticeship programmes
services we provide.
and how traditional assumptions regarding can be found within Our people (page 42).
By far our greatest contribution to transportation will be challenged.
Supporting our people’s development
sustainable development is through the
work we carry out for clients and so Raising safety and welfare standards We are committed to supporting our
much of our reporting relates to our We continue to promote improvements people’s development, equipping them to
indirect contribution. in health and safety standards across our deliver innovative and sustainable solutions.
industry. An important channel for this is We have held a series of webinars about
Leadership the global network of Consultants’ Health carbon critical buildings, open to all
and Safety Forums which we have often employees Group wide and hosted by our
As part of our commitment to becoming
been instrumental in establishing. Our own sustainability experts, and challenged
a more responsible and sustainable
people also play their part in driving up our people to contribute to the debate
organisation we continue to share best
standards through engagement in industry about whether, and how, we can make
practice with senior leaders throughout
leadership and participation in professional buildings zero carbon by 2020.
the Group. Kelvin TOPSET training
has been rolled out across the Group forums and conferences.
(excluding mainland Europe). TOPSET
This is the sixth year that health and safety
teaches companies how to investigate
standards in our UK business have been
incidents, to understand the causes and
recognised by a Royal Society for the
to prevent incident recurrence, while
Prevention of Accidents Gold Medal.
helping to standardise and simplify incident
investigation procedures. As part of our
behavioural safety programme, safe by

48
Our responsibility continued
Social and community investment

We encourage and support our people to AIR (staff & contractors)
make an even greater contribution to the 1000
social, environmental and economic health
of our communities. Across each segment,
we focus our efforts where we believe our 800
skills can do the most good. For example
in North America, The Atkins Foundation,
600
which funds STEM related activities,
Number
student scholarships, and community-

based programmes, donated over $96,000 400
to fund projects across America. In Asia
Pacific, our Indian offices have raised
funds for the SUKRUPA education centre, 200
which provides free schooling, food and
basic health care for pre-school children,
0
and also supported a local orphanage.
In the UK, we received the Gold Defence 11–12 12–13 13–14 14–15 15–16
Employer Recognition Scheme award from Year
the Ministry of Defence in recognition
of our support for staff who are Armed Office actual Engineering actual Construction actual
Forces Reservists.
A healthy, safe and secure workplace Atkins operating safely, a bespoke system Safety performance
We are committed to providing and designed to help keep our people safe The accident incidence rate (AIR) is an
maintaining a safe and healthy working when they are visiting sites and unfamiliar industry measure of the number of
environment for our employees and offices, was successfully launched in reportable accidents per 100,000 staff.
ensuring the safety of others affected by 2014/15 in the UK and the system is now Our AIR figures summarise employee
our operations and services. being used in North America and the and supply chain performance. This
Middle East. performance is categorised into working
Through our corporate Wellbeing in offices, in engineering environments
programme, we have adopted a range We are focused on promoting our security
(e.g. on-site support activity) and in
of strategies to improve employee health principles across the Group to build
construction, involving installation or
and wellbeing. For example, we have our security culture. Part of our code of
construction activity. In each case, our
started to pilot desks that enable people conduct focuses on the safety behaviours
level of performance compares well with
to stand as they work, generating a of our employees, highlighting the
industry averages.
range of health benefits, as part of our importance of reporting any health and
agile working initiative. We have also safety issues or near misses. We continue Our office and construction AIRs have
launched WellbriefingTM, a tool that helps to work with colleagues, clients and our improved again this year, however
our clients put people’s wellbeing at supply chain to try to ensure that health, there has been a very small increase in
the heart of building design. It focuses safety and security are fully integrated into the engineering AIR. This is due to one
on nine interconnected physical and our decision-making processes. additional accident in this category
psychological aspects and provides a useful being reported.
benchmark for post occupancy evaluation
of the building, assessing whether our
designs have been effective in improving
occupants’ wellbeing.

Table 1: Total emissions by source, region and scope in tonnes of CO2 for the years ended 31 March 2016 and 2015
STRATEGIC REPORT
Region Scope 1 Scope 2 Scope 3 2016 2015
Liquid Regional Regional
Source Gas fuels Refrigerants Road Electricity Heat Rail Air total total
UK 1,243 57 8,186 7,307 1,174 4,052 22,019 22,582
Europe 4 228 471 56 108 104 971 1,118
North America 27 53 1,713 1 1,680 3,474 23,430
Middle East 638 1,906 1,921 4,465 4,735
Asia Pacific 6,937 7,623 3,458 18,018 4,556
Source totals 1,247 27 57 16,042 19,020 56 1,283 11,215 48,947 56,421
2016 Total 17,373 Total 19,076 Total 12,498
2015 Total 17,826 24,778 13,816
Expressing the emissions using employees as a ratio gives us a figure of 2.7 tonnes CO2e per employee. This is a reduction on the ratio for the year ended 31 March
2015 of 3.1 tonnes CO2e per employee.
GOVERNANCE
An environment with a future Transition to a low carbon economy A multidisciplinary Atkins team recently
A low carbon economy We are taking action to reduce the carried out a research project for the
environmental impact of our own offices. Energy Technologies Institute (ETI) which
We have continued our work to
For example, in the UK, we have designed a forms part of a new report into the future
become a low carbon organisation.
new 1,000 person purpose-built office for development of the UK’s energy systems.
Measuring and reporting emissions our teams, allowing us to exit and demolish The Power Plant Siting Study provided
to stakeholders and investors an energy inefficient 1950s office block. analysis into the siting constraints of
potential locations for new low carbon and
We have disclosed data to CDP (formerly
In Tianjin province of China, the Atkins nuclear power stations and promoted the
the Carbon Disclosure Project), the global
designed TEDA H2 building won a benefits of a mix of generation options
platform for organisational disclosure of
certificate of excellence in the A&D Trophy including conventional nuclear reactors
investor-relevant climate change data, for
Awards 2015 under the category of Green and small modular reactors (SMRs), carbon
the last seven years.
or Sustainable. This is the world’s first low- capture and storage and other low carbon
The Group again achieved certification to carbon building to have been accredited technologies to produce a more robust
the ISO 14064 international standard for with four green building certificates under and fit for purpose system. According to
quantification and reporting of greenhouse different assessment schemes: the US the report, published by ETI, both large
gas emissions. We report on gas, electricity LEED (Gold), the Chinese 3-Star (3 stars), scale new nuclear plants and SMRs will
and liquid fuel consumption, and travel the Japanese CASBEE (S Class) and the UK potentially play a major role in the move to
emissions. Table 1 shows total emissions BREEAM (Very Good). The building was an affordable low carbon economy.
by region split between scopes one, two also named the Best Green Development by
China Property Awards 2015. As discussed in our Energy segmental
and three, as defined by the Greenhouse
performance review (page 33), we have
Gas Protocol.
Affordable, reliable and clean energy developed for Hexicon an innovative
Reducing our emissions As well as working to reduce emissions multi-turbine offshore wind floating
We have consolidated office space and from our own operations, we also use platform. It will be tethered to the seabed
moved to agile office environments to our technical expertise in this area to help by an innovative active mooring system,
help to reduce the energy we consume clients incorporate energy efficiency and allowing the whole structure to be rotated
in our offices. We are also making low carbon design into their projects. For by up to 45 degrees to maximise the energy
better use of telecommunications and example, we are working with clients on capture and minimise wake effects from
video conferencing to reduce travel the installation and use of combined heat the adjacent turbines.
related emissions, in particular with the and power (CHP) generation systems. The
project aims to turn the excess biogas Atkins in Norway has a central role in
introduction of Skype for business.
produced into useful energy. Being able to the planning and development of five
use both renewable and fossil fuels, CHP solar power plants in Egypt where the
plants can provide electricity with efficiency Government plans to supply 20% of
ratings in excess of 80%, helping to reduce installed capacity for renewable energy.
energy costs and greenhouse gas emissions
effectively and contributing to the
development of a sustainable environment.

50
Our responsibility continued
Respect for human rights is critical to us and we seek

to have a positive influence wherever we operate.
In Jeddah, KSA, we are working in A responsible business Economic and environmental resilience
partnership with Al Muhaidib, Vinci and of the future We work with our clients and other
the National Water Company, designing partners to translate investment in
Technical excellence
the Briman Strategic Water Reservoir, infrastructure and technology into
We continue to provide sustainable value
the world’s largest drinking water economic and environmental resilience.
and technical excellence for our clients,
storage facility. We are collaborating to produce research
using management standards to develop
to inform and influence decisions about
Respect for the environment more collaborative client relationships. For
the best steps to ensure future economic
Managing resources example, our Right First Time behavioural
prosperity. In the UK, our future proofing
programme, builds on the technical
Our office sustainability programme, cities team worked in partnership with
assurance standard that we have developed
RACE2, is designed to get all of our people Oxford Economics and Centre for London
to define the requirements for all technical
thinking and acting more sustainably and to identify that London is significantly
deliverables across the Group.
has continued to put our sustainability underestimating the level of investment in
principles into action in our offices We are using new materials to achieve infrastructure required to keep up with the
worldwide. Awards for contributions to the the kind of technical excellence required city’s growth over the coming decades.
programme are being opened up across the to drive the development of sustainable
Group for the first time in 2016. Strong governance and accountability
infrastructure. For example we won the
Civil Engineering Project of the Year at Our commitment to behaving as a
Environmental projects for clients responsible business, demonstrating
the British Construction Industry Awards
In North America, we designed South transparency and fairness, is outlined by our
for Church Bridge Reconstruction, in
Pointe Park Pier which was named as Group policy statements and sustainability
South Gloucestershire. Through the use of
Project of the Year by the Miami-Dade principles. Our code of conduct, Behaving
adapted composite technology, familiar to
Branch of the American Society of Civil the Atkins Way, which sets out what it
us through our advanced engineering work
Engineers in the $10m or less construction means to think and behave as part of
for the wings of advanced civilian aircraft,
cost category. Protecting corals and water Atkins, has been firmly embedded across
our team designed and created one of the
quality was pivotal to the project. the Group.
UK’s largest composite road bridges made
entirely out of glass and carbon fibre. In
Respect for human rights is critical to us
the long term it is hoped this could help
and we seek to have a positive influence
pave the way for a new generation of
wherever we operate. We are proud of
structures which cost substantially less
Atkins’ minimum requirements (AMR),
over their lifetime than their concrete and
which we developed a few years ago
steel equivalents.
to enable us to influence clients and
Our technical networks support people contractors in the Middle East to raise
in achieving technical excellence. standards of health, safety and welfare
Urban planners from around the during construction projects. The principles
Group met in Shanghai in October of AMR have now been adopted by a range
for the annual conference of Atkins’ of clients, consultants, contractors and
Urban Planning Technical Network. others across our industry. The UK Modern
Innovative projects ranged from planning Slavery Act resonates with our values
for rapid urbanisation, tourism and and approach.
industrial development in Asia Pacific to
infrastructure-driven regeneration projects
in the UK and small scale urban design
interventions in Scandinavia.

STRATEGIC REPORT
Strategic engagement for innovation In the UK, we have launched a centre for We are very proud of our people’s
Across our worldwide business, we are research and innovation with the University commitment to Atkins’ sustainability
playing our part in strategic engagement, of Birmingham, Imperial College London principles and of their growing effect on
aimed at developing innovative, sustainable and the British Geological Survey. Over our activities and operations. We have
infrastructure, responding effectively to the next five years, the centre will bring a central role as stewards of society’s
climate change and initiating environmental together academics, researchers and economic, social and environmental fabric
GOVERNANCE
protection initiatives. industry to build an integrated approach to and, as a result, have a direct impact on
managing the economic and environmental the future through the work we do and
We are delighted to have been appointed impact of groundwater infiltration into the way that we do it. Playing our part as
as the lead consultant for developing infrastructure. The long-term aim is to a responsible business is important to us,
sustainable infrastructure under the develop preventative techniques that will and we look forward to making further
new Infrastructure Project Preparation reduce ongoing asset management costs progress in the year ahead.
Framework established by the European and improve environmental standards for
Bank for Reconstruction and Development. the industry while reducing the risk of
Over a three-year period (2015–2017), we flooding in towns and cities. This Strategic Report was approved by
will work to improve the efficiency and
the Board and signed on its behalf by
replicability of infrastructure projects for
the benefit of the Bank’s clients.
Our knowledge partnership with Prof Dr Uwe Krueger

Connect4Climate, a World Bank-sponsored CEO
initiative dedicated to raising awareness
about climate change issues globally, is 15 June 2016
based upon our future proofing cities
work, which creates a framework for
understanding and addressing the risks
that cities face.

52
Our Board of directors
Key experience: Other current appointments:

• Chartered engineer • J.F. Lehman & Company – member of
• Over 40 years’ international experience operating executive board
in the automotive, aerospace and • Departmental Board for BIS – lead non-
defence industries executive member
• Fellow, Vice President and trustee of the • Defence Growth Partnership – industry
Royal Academy of Engineering (RAE) co-chair
Allan Cook CBE • Chairman of the RAE’s employer- • Sector Skills Council for Science,
Chairman focused Diversity Leadership Group, Engineering and Manufacturing
part of the Department for Business Technologies Alliance (SEMTA), UK
Appointed to the Board: Innovation & Skills (BIS) STEM (science, Government’s Skills & Jobs Retention
2009 (non-executive director); technology, engineering and maths) Group, UKTI’s Advanced Engineering
2010 (chairman) Diversity Programme Sector Advisory Board – chairman
Previous appointments include: • Baker Dearing Educational Trust – lead
Tenure: 7 years
• BAE Systems, GEC-Marconi, Hughes non-executive director
Nationality: British Aircraft – senior roles • Greenpower Education Trust – patron
• Cobham – chief executive • National Skills Academy for
Board Committee Membership:
• Finmeccanica UK and Selex ES – Manufacturing Limited – director
Nomination (chairman)
chairman
• Marshall of Cambridge (Holdings) –
deputy chairman
• Aerospace and Defence Industries of
Europe (ASD), British Aerospace and
Defence Companies (SBAC) – president

• Physicist • Aggreko plc, Ontex S.A. (Zele, Belgium),
• PhD in complex system theory from the SUSI Partners AG (Zurich, Switzerland) –
University of Frankfurt non-executive director
• Majority of career spent leading • Switzerland’s Administrative Commission
engineering and consulting for the Decommissioning and Disposal
organisations in North America, Europe, Fund (Switzerland) – committee member
Prof Dr Uwe Krueger the Middle East and Asia Pacific
CEO • Fellow of the Institution of Civil
Engineers
Appointed to the Board: 2011 Previous appointments include:
Tenure: 5 years • Cleantech Switzerland – president
• Hochtief – variety of senior roles
Nationality: German including chief executive officer (central
and eastern Europe)
• Oerlikon – chief executive officer
None
• STR Holdings – board member
• Texas Pacific Group – director/senior
advisor
• Turner International – chairman and
senior vice president
• Global Strategic Infrastructure Initiative,
World Economic Forum – co-chairman
For detailed biographies please go to:
www.atkinsglobal.com/boardofdirectors

Governance > Our Board of directors 53
STRATEGIC REPORT
• Chartered accountant None
• Mathematics graduate
• Trained at Price Waterhouse (now
PricewaterhouseCoopers LLP)
• Member of the Institute of Chartered
Accountants in England and Wales
Heath Drewett Previous appointments include:
Group finance director • British Airways – variety of senior
finance and corporate development
Appointed to the Board: 2009
roles including head of business
Tenure: 7 years performance and group financial
controller
Nationality: British • Morgan Crucible – variety of senior
corporate development roles
None
GOVERNANCE
• HR professional • International Advisory Board, Open
• MSc in human resources University Business School – member
• Significant leadership and HR experience
for international organisations
• Chartered fellow of the Chartered
Institute of Personnel and Development
James Cullens (CIPD)
Group HR director Previous appointments include:
• BOC Group, Hays, Linde – group HR
director
Tenure: 2 years • PA Consulting Group – global head
of HR
Nationality: British
• CIPD – non-executive director
None

• Corporate finance professional • The Paragon Group of Companies PLC –
• LLB (Hons) and a qualified barrister senior independent director
• Over 30 years’ experience in all areas of • Phoenix Group – head of strategy,
corporate finance corporate development and
communications
Previous appointments include:
• ABN AMRO Investment Bank –
Fiona Clutterbuck managing director and head of financial
Senior independent director institutions advisory
• Hill Samuel Bank – variety of roles
Appointed to the Board:

including head of financial institutions
2007 (non-executive director);
group
2011 (senior independent director)
• HSBC Investment Bank – managing
Tenure: 9 years director and global co-head of financial
institutions group
Nationality: British

Audit; Nomination;
Remuneration (acting chairman)

54
Our Board of directors continued
Key experience: • Merrill Lynch – variety of investment

• Degree in finance and international banking roles
affairs • Paribas – head of European strategy
• Investment banker equity advisory team
• 34 years advising corporates and other • Société Générale – head of equity
clients in the UK, USA, continental advisory, global markets (Asia Pacific)
Europe and Asia • Swiss Bank Corporation –
Catherine Bradley Previous appointments include: executive director
Non-executive director • Credit Suisse – managing director, head Other current appointments:
of equity-linked solutions group (Asia • PSA Peugeot Citroen – supervisory
Appointed to the Board: 2015 Pacific) and head of coverage for UK board member
corporates, government and European
Tenure: 1 year • FICC Markets Standards Board –
private equity companies
board member
Nationality: French • Dresdner Kleinwort Wasserstein –
• Financial Conduct Authority –
head of equity block and convertible
non-executive director
Board Committee Membership: bonds team
Audit; Nomination

• MA in Economics • Exova Group plc, Maven Income and
• Completed the Harvard Business School Growth VCT 5 PLC – non-executive
Advanced Management Program chairman
• Over 23 years' senior board level • Standard Life UK Smaller Companies
experience in international energy Trust plc – non-executive director
services • Director of a number of private
Allister Langlands • Member of the Institute of Chartered companies
Non-executive director Accountants of Scotland
• Deloitte Haskins & Sells/
Tenure: 3 years Coopers & Lybrand Deloitte (now
PricewaterhouseCoopers LLP) – partner
Nationality: British • John Wood Group – a variety of roles
including chairman, chief executive and
group finance director
Audit (chairman); Nomination; Remuneration
Key experience: • Pacific Century Financial Corporation

• Economics and accounting graduate and its major subsidiary, the Bank of
• MBA with distinction from Harvard Hawaii – vice chairman
Business School • Trammell Crow Company –
• Over 30 years’ experience in leadership national partner
positions in both the public and private • The Turner Corporation – chairman
sectors including construction, financial and chief executive officer
Thomas Leppert services and real estate Other current appointments:
Non-executive director • Mayor of the City of Dallas, Texas • Aditazz, View, Inc., AT&T Performing
Previous appointments include: Arts Center – director
Appointed to the Board: 2013 • Austin Industries, Inc. – non-executive
• Castle & Cooke – president and chief
executive officer director
Tenure: 3 years
• Kaplan – chief executive officer and • Baylor Health Care System, Claremount
Nationality: American chief operating officer McKenna College – trustee
Board Committee Membership: • McKinsey & Co. – principal/partner

Nomination; Remuneration

Governance > Our Board of directors 55
Key experience: • Audit Commission – commissioner
STRATEGIC REPORT
• Mechanical engineer • Council for Science & Technology –
• Fellow of the RAE, Institution of member
Engineering and Technology (IET), • IET – vice president
Institution of Mechanical Engineers,
Other current appointments:
Chartered Institute of Management and
Institute of Directors • e2v technologies plc, Spirax-Sarco
Engineering plc, Porvair plc – non-
Dr Raj Rajagopal • IET’s IEE Eric Mensforth International
executive director
Gold Medal for outstanding contribution
Non-executive director • HHV Pumps Private Ltd, The University
to manufacturing technology and
management in 2003 of Manchester I3 Limited – chairman
• Centre for Business Research, University
Tenure: 8 years of Cambridge – advisory board member
• BOC Edwards – a variety of roles
Nationality: British/Indian including chief executive
• BOC Group – executive director
• Bodycote, Dyson Group –
Audit; Nomination; Remuneration
non-executive director
GOVERNANCE
• Mechanical engineer • Maersk Oil & Gas – chief
• Over 26 years’ experience as an operating officer
international energy industry executive,
within exploration and production,
midstream operations and supply and
trading
Gretchen Watkins Previous appointments include:
Non-executive director • BP – variety of roles including director
general BP Vietnam and China,
Appointed to the Board: 2015 vice president natural gas liquids
business Canada and president BP
Tenure: 1 year Netherlands Energy
Nationality: American • Marathon Oil Corporation – vice

president, North American production
Board Committee Membership: operations and vice president,
Nomination; Remuneration international production operations
• Independent Petroleum Association
of America – director
For detailed biographies please go to:
www.atkinsglobal.com/boardofdirectors

56
Directors' report
The directors of the Company present their report together with the audited consolidated financial statements for the year ended
31 March 2016.
As permitted by legislation, the following information and disclosures that are required under company law, the UK Listing Authority’s
Listing Rules and Disclosure and Transparency Rules (the LRs and DTRs respectively), are included elsewhere in the Annual Report and are
incorporated into this report by reference:
Disclosure Section of Location Disclosure Section of Location

Annual Report Annual Report
Board of directors Our Board of Review of performance Strategic report

52 02
directors and future development of
the Group
Business model Our business Greenhouse gas emissions Our responsibility

09 49
Group code of conduct Corporate Human rights Our responsibility

67 50
governance report
Conflicts of interest Corporate Important events affecting CEO's business

64 16
governance report the Company during the year review
Directors’ share interests Annual Internal controls Corporate

166 66
remuneration report governance report
Directors' service contracts Directors' Employment matters including Our people

89 42
remuneration policy diversity and inclusion
Dividends Chairman’s Principal risks and Principal risks and

05 36
statement uncertainties uncertainties
Events occurring after the Financial Results for the year Our Group
191 02
reporting period Statements note 40
Financial instruments and Financial Statements

157
financial risk management note 20 and 21
Information required under LR 9.8.4R

Section Information requirement Section of Annual Report Location
(12) Shareholder waivers of dividends Directors’ report 58
(13) Shareholder waivers of future dividends Directors’ report 58

Governance > Directors' report 57
Annual General Meeting

The Annual Report will be laid before shareholders at the
annual general meeting (AGM) to be held at: The Lincoln
Centre, 18 Lincoln’s Inn Fields, London WC2A 3ED at
1100 on Tuesday 2 August 2016.
Details of the business to be considered at the AGM, together
STRATEGIC REPORT
with an explanation of each of the resolutions, are set out in
the separate notice of meeting.
Post-balance sheet events

On 11 April 2016 the Group acquired the projects, products and technology (PP&T) segment of EnergySolutions for a cash consideration
of $318m (approximately £226m), subject to working capital adjustments. The acquisition includes the integration of 650 people who
deliver a wide range of technical engineering and programme management services for the decontamination and decommissioning of
high hazard nuclear facilities. Most of these staff are based in North America. The acquisition expands the Group’s service offering in the
nuclear energy sector and will significantly enhance the Group’s current nuclear capability, particularly in North America. PP&T also adds
a significant portfolio of innovative, proprietary nuclear waste treatment technologies. Further details regarding the transaction can be
found in note 40 to the Financial Statements (page 191).
Directors
Each director listed in the Board of directors section of the Annual Report (pages 52 to 55) served throughout the year, except Catherine
GOVERNANCE
Bradley and Gretchen Watkins who were appointed to the Board on 9 June 2015 and 1 August 2015 respectively.
Appointment and replacement of directors

In accordance with the Company’s articles of association directors can be appointed or removed by the Board or by shareholders in
general meeting.
Under the Company’s articles of association all directors must retire at the first annual general meeting (AGM) following their
appointment by the Board and may offer themselves for election by shareholders. Gretchen Watkins, following her appointment by the
Board as a non-executive director from 1 August 2015, will stand for election at the AGM.
In line with the requirements of the UK Corporate Governance Code, all directors retire at each AGM and, if eligible, may offer themselves
for re-election. This year all the directors, being eligible, will offer themselves for re-election. The Board considers that each of the
directors standing for re-election continues to be effective and that each of them demonstrates a strong commitment to their role.
In addition, the Board considers all non-executive directors standing for election and re-election to be independent in character
and judgement.
Powers of the directors
Subject to the provisions of relevant legislation, the Company’s articles of association and any directions given by a special resolution
of the 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 61 to 68), the Nomination Committee report (pages 69 to 72), the Audit Committee report (pages 73 to 79), the Remuneration
report (pages 80 to 111) and on the Group’s website (www.atkinsglobal.com/investors_governance).
Directors’ indemnities
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 Company’s
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 Company’s
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 Company’s articles of association set out the Company’s internal regulation. A copy of the Company’s articles of association is
available on the Group’s 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.
Research and development

The Group develops and delivers innovative technical solutions to its clients, the costs of which are expensed to the Consolidated Income
Statement (page 121). The Group obtains enhanced tax relief for these costs in certain territories, particularly the UK and the US. In the
UK, the Group has adopted the RDEC (research and development expenditure credit) regime, further details on which are provided in
note 1 to the Financial Statements (page 132).

58
Directors' report continued
Political donations
The Group made no political donations and incurred no political expenditure in the UK or European Union (EU) during the year ended
31 March 2016 (2015: nil).
Since 1 April 2012, our policy has, in accordance with relevant US federal and state election laws, been to make corporate political
donations only on the following basis:
• directly to non-partisan ballot initiatives supporting infrastructure development and maintenance

• to individual candidates and political parties only via the affiliated political action committees (PACs), funded entirely by employee
contributions.
Under this policy there were two donations totalling $13,000 made to non-partisan US ballot initiatives during the year ended
31 March 2016 (2015: $48,000). In addition, we have one PAC in the US that makes donations funded entirely by employee contributions.
Shares
Share capital
As at the date of this report, the Company’s 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, of which 4,341,000 ordinary shares are held in treasury. Shares may be held
in certificated or uncertificated form. Further details of the Company’s issued share capital, including changes during the year, can be
found in note 32 to the Financial Statements (page 184).
Rights and obligations attaching to shares

The rights and obligations attaching to the Company’s ordinary shares are contained in the Company’s 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.
Restrictions on transfer of securities

There are no restrictions on the transfer or sale of ordinary shares and no requirements for prior approval of any transfers, except:
• under the Company’s 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.
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.
ADR programme
The Company has a Level 1 American Depositary Receipt (ADR) programme, which enables US investors to purchase the Company’s
American Depositary Shares (ADSs). Each ADS represents one ordinary share and allows each holder, subject to the terms and conditions
of the ADR programme, to receive dividend payments and vote by proxy on resolutions at a general meeting.
Rights under the employee share schemes

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 Company’s 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 in note 33 to the Financial Statements (page 185).
Own shares
At the AGM held in 2015, 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 equivalent authority at this year’s AGM, details of which are contained in the notice of meeting.

Governance > Directors' report 59
The Company was granted authority, by shareholders, at the 2015 AGM to purchase up to 10,011,000 ordinary shares, representing
approximately 10% of the Company’s ordinary share capital as at 10 June 2015. No ordinary shares were purchased pursuant to this
STRATEGIC REPORT
authority during the year ended 31 March 2016 or to the date of this Annual Report. 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 year’s AGM.
4,341,000 ordinary shares of 0.5p each, representing approximately 4.2% of the Company’s issued share capital, were held in treasury
throughout the year and to the date of this Annual Report following a historic share buyback programme.
Significant shareholders
The table below shows the holdings of 3% or more of the total voting rights attached to the Company’s issued share capital that had
been notified to the Company as at the year end and the date of this Annual Report.
At 15 June 2016 At 31 March 2016

Number of % of total Number % of total
voting voting of voting voting
Shareholder rights1 rights1 rights1 rights1
Standard Life Investments Limited 13,006,724 12.99% 14,189,458 14.17%
Ameriprise Financial, Inc. 8,116,169 8.11% 8,116,169 8.11%
GOVERNANCE
Royal London Asset Management Limited 5,321,259 5.32% 5,321,259 5.32%
Newton Investment Management Limited 4,994,861 4.99% 4,994,861 4.99%
Schroders plc 4,886,849 4.88% 4,886,849 4.88%
BlackRock Inc. 4,971,580 4.97% 4,971,580 4.97%
Norges Bank 3,985,209 3.98% 3,985,209 3.98%
1. Number and percentage of voting rights per last notification received by the Company.
Change of control
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.
Change of control provisions for employee share schemes are outlined in table 5 of the Remuneration report (page 90).
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 debt 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, thus restricting the Company's ability to operate.
Independent auditor
The Company’s 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. Further
information regarding the audit tender process and the anticipated proposal that KPMG LLP be appointed as the Company’s independent
auditor for the financial year ending 31 March 2018 can be found in the Audit Committee report (page 77).
Approved by the Board and signed on its behalf by
Richard Webster
Company secretary
15 June 2016
WS Atkins plc, Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW, England
Registered in England and Wales No. 1885586

60
Directors’ statement of responsibility
The directors are responsible for preparing the International Accounting Standard the going concern basis in preparing the
the Annual Report, the Remuneration Regulation. They are also responsible for Financial Statements.
report and the Financial Statements in safeguarding the assets of the Company
accordance with applicable law and and the Group and hence for taking Disclosure of audit information
regulations. Detailed below are statements reasonable steps for the prevention and The directors confirm that, as at the date
made by the directors in relation to their detection of fraud and other irregularities. this Annual Report was approved, so far as
responsibilities, disclosure of information to each director is aware there is no relevant
the Company’s auditor and going concern. The directors are responsible for the audit information of which the Company’s
maintenance and integrity of the corporate independent auditor is unaware and that
Company law requires the directors to and financial information included on the he or she has taken all the steps that he
prepare financial statements for each Company’s website. or she ought to have taken as a director
financial year. Under that law, the directors in order to make himself or herself aware
have prepared the Group and Company Legislation in the UK governing the
of any relevant audit information and to
Financial Statements in accordance with preparation and dissemination of financial
establish that the Company’s independent
International Financial Reporting Standards statements may differ from legislation in
auditor is aware of that information.
(IFRSs) as adopted by the European Union other jurisdictions.
(EU). Under company law the directors Approved by the Board and signed on its
The directors consider that the Annual
must not approve the Financial Statements behalf by
Report, taken as a whole, is fair, balanced
unless they are satisfied that they give a
and understandable and provides the
true and fair view of the state of affairs of
information necessary for shareholders
the Group and the Company and of the
to assess the Group’s position and Richard Webster
profit or loss of the Company and Group
performance, business model and strategy. Company secretary
for that period.
Each of the directors, whose names and 15 June 2016
In preparing these Financial Statements,
functions are listed in this Annual Report
the directors are required to:
(pages 52 to 55), confirms that, to the best
• select suitable accounting policies and of his/her knowledge:
then apply them consistently
• the Group Financial Statements, which
• make judgements and accounting have been prepared in accordance with
estimates that are reasonable and IFRSs as adopted by the EU, give a true
prudent and fair view of the assets, liabilities,
• state whether applicable IFRSs as financial position and profit of the
adopted by the EU have been followed, Group
subject to any material departures • the Directors’ report contained in the
disclosed and explained in the Annual Report (pages 56 to 59) includes
Financial Statements. a fair review of the development and
performance of the business and the
The directors are responsible for keeping
position of the Group, together with
adequate accounting records that are
a description of the principal risks and
sufficient to show and explain the
uncertainties that it faces.
Company’s transactions and disclose
with reasonable accuracy at any time the Going concern
financial position of the Company and the
Group and enable them to ensure that the The directors have a reasonable
Financial Statements and the Remuneration expectation that the Company and the
report comply with the Companies Group have adequate resources to continue
Act 2006 (the Act) and, as regards the in operational existence for the foreseeable
Group Financial Statements, Article 4 of future and therefore continue to adopt

Governance > Corporate governance report 61
Corporate governance report

Letter from the Chairman
For more information about

our governance framework, visit:
STRATEGIC REPORT
www.atkinsglobal.com/investors_
governance
Allan Cook
Chairman
Dear Shareholder Shareholder engagement

We have undertaken a number of Figure 1: Matters reserved
It is with great pleasure that I present
consultation exercises with our major for the Board include:
the Board’s annual report on corporate
governance. This review, together with shareholders as part of our continuing • consideration and approval of
the reports of the Nomination, Audit and commitment to an open and transparent strategy
Remuneration Committees which follow, dialogue. These have included discussions • general oversight of the Group’s
regarding the Audit Committee’s
GOVERNANCE
summarises our activities in this area over operations
the past year. independent audit tender (page 77) and
• approval of major project bids and
the Remuneration Committee’s proposed
contracts
UK Corporate Governance Code changes to remuneration policy (page 82).
• the Group’s capital, corporate,
The 2014 edition of the UK Corporate
Once again I look forward to meeting management and control structures
Governance Code (the Code) has applied
to the Company since 1 April 2015. In shareholders at our forthcoming annual • approval of financial statements
response, the Board has looked in detail general meeting (AGM) where I will be and shareholder communications
at the evolving expectations surrounding happy to answer any further questions you
• approval of dividend policy and
risk management and reporting and, for may have.
interim dividends
the first time, has produced a viability • approval of Group policies and the
Yours faithfully
statement (page 37). Group code of conduct
Board performance evaluation • implementation and monitoring
The Board continually strives to improve its Allan Cook of internal control and risk
management systems
performance and welcomed the findings of Chairman
the externally facilitated board performance • approval of significant acquisitions
evaluation during the year. We are already 15 June 2016 and disposals
implementing the agreed actions and I look • material changes to the Group’s
forward to concluding these successfully in pension schemes.
the coming months.
Board membership
The Board welcomed Catherine Bradley
and Gretchen Watkins as independent
non-executive directors during the year,
bringing wide ranging skills and expertise
to our discussions.
The tenure of Fiona Clutterbuck, our senior

independent director, has been extended
until 2017, subject to shareholder approval.
Fiona has served diligently for over nine

years and the Board believes that she
remains strongly independent in character
and judgement, as demonstrated in the
recent, independently facilitated, evaluation
of her performance. Further detail on the
Nomination Committee’s recommendation
to the Board regarding the extension of
Fiona’s tenure is contained in its report
(page 71).

62
Corporate governance report continued
Table 1: Board membership and Board and committee meeting attendance during the year1
Audit Remuneration Nomination

Director Board Committee Committee Committee
Allan Cook Chairman 10/10 – – 3/3
James Cullens Group HR director 10/10 – – –
Heath Drewett Group finance director 9/102 – – –
Uwe Krueger CEO 10/10 – – –
Fiona Clutterbuck Senior independent director 10/10 4/4 4/4 3/3
Catherine Bradley3 Independent non-executive director 9/9 3/3 – 2/2
Allister Langlands Independent non-executive director 9/10 4 4/4 2/25 3/3
Thomas Leppert Independent non-executive director 10/10 – 4/4 3/3
Raj Rajagopal Independent non-executive director 10/10 4/4 4/4 3/3
Gretchen Watkins 6
Independent non-executive director 6/6 – – 1/1
1. Attendance is expressed as number of meetings attended/number eligible to attend.

2. Heath Drewett was unable to attend one short meeting due to a personal commitment having given his comments to the Chairman in advance of the meeting.
3. Catherine Bradley was appointed as a non-executive director on 9 June 2015 and became a member of the Audit and Nomination Committees on 1 July 2015.
4. Allister Langlands was unable to attend one short meeting due to illness.
5. Allister Langlands was appointed as a member of the Remuneration Committee on 1 July 2015.
6. Gretchen Watkins was appointed as a non-executive director and a member of the Nomination Committee on 1 August 2015.
Statement of compliance with the Code

Throughout the year ended 31 March 2016 the Company complied with all of the provisions of the Code, published by the Financial
Reporting Council (the FRC) in 2014, except the provision which requires all directors to attend the Company's AGM and for the chairmen
of the Audit, Remuneration and Nomination Committees to be available to answer questions at the meeting. Unfortunately Raj Rajagopal,
chairman of our Remuneration Committee, was unwell on the day of last year's AGM and was unable to attend. A copy of the Code is
available on the FRC’s website: www.frc.org.uk.
The disclosures that follow mirror the five sections of the Code: Leadership, Effectiveness, Accountability, Remuneration and Relations
with Shareholders.
Full details of the Group’s governance framework are available on its 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 Company’s long-term
direction and strategic aims within a framework of appropriate and robust controls. A key principle of our governance framework is the
delegation of operational management to the CEO, with a matrix of authorities setting out how this is further delegated through the
businesses. This enables the efficient and effective day to day operation of the Group’s different businesses.
Further details on the roles of the chairman, CEO and senior independent director can be found on the Group’s website:
www.atkinsglobal.com/investors_leadership. The CEO has established two teams to enable him to discharge his responsibilities
effectively: the senior leadership team (SLT) and the operational leadership team (OLT). The SLT has wider participation and is
more focused on communication and coordination while the OLT concentrates on strategy and its implementation, together with
operational matters. The OLT provides a forum for the regional, Advisory, Energy and Faithful+Gould CEOs to focus on performance
and to share best practice and knowledge.
The Board has reserved a number of matters for its sole consideration. These are summarised in figure 1 (page 61).
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 69 to 72), the Audit Committee report (pages 73 to 79) and the Remuneration report
(pages 80 to 111). The committee terms of reference are available on the Group’s 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.

The key agenda items discussed by the Board during the year included:
STRATEGIC REPORT
Theme Agenda items
Performance • Approval of trading updates
reporting • Approval of the full year results, 2015 AGM notice of meeting and associated documentation for the year ended
31 March 2015
• Approval of the half yearly results and associated documentation for the six months ended 30 September 2015
• Dividend recommendation and approval (as appropriate)
• Quarterly performance updates and business reviews (including human resources (HR) and quality, safety, security and
environment (QSSE))
Strategy • Annual review of strategy
• Acquisitions of Howard Humphreys (East Africa) Limited and the projects, products and technology business of
EnergySolutions
• Post-acquisition review of Terramar AS
Operations • Significant project approvals and reviews
• The Group’s banking facilities including a new revolving credit facility
GOVERNANCE
• Review of the Group risk log
Budget • Budget for the Group for the year ending 31 March 2017
Business • Asia Pacific
presentations • Energy and, in particular, the nuclear business
• Faithful+Gould
• Global design centre, India
• Middle East
• North America
• UK and Europe, including the strategy for the Epsom campus
• Atkins Acuity, the Group's new advisory business
Governance • Consideration of changes to risk management, risk appetite and reporting under the Code
• Governance framework review
• Review and revision 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 • Updates on the views of shareholders following the announcement of results, investor meetings and roadshows
engagement • Independent feedback from the Group’s brokers following investor meetings
• Reports from the investor relations director
• Consideration of market reaction to key announcements
Employees • Review of the results of Viewpoint, the 2015 employee engagement survey
Board • Appointments of Catherine Bradley and Gretchen Watkins
• Appointment of chairman for a further three-year term
• 2015/16 Board evaluation
• Approval of non-executive directors’ fees
The Board discussed the following matters following the conclusion of the financial year ended 31 March 2016 in respect of that year:
• review of risk management and internal controls

• approval of pre-close trading update
• approval of the full year results and associated documentation
• final dividend recommendation.
Board membership during the year is shown in table 1 (page 62) along with a summary of attendance at meetings of the Board and its
committees. Biographies for each of the directors are provided separately in Our Board of Directors (pages 52 to 55). During the year, the
independent non-executive directors also met regularly with the chairman.

64
Allan Cook’s external commitments changed during the year following his appointment as the industry co-chair of the UK’s Defence
Growth Partnership and as a patron of Greenpower Education Trust. He also stepped down from his position as deputy chairman of
Marshalls of Cambridge (Holdings) Limited. 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, 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 Company’s 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 March 2016.
A more detailed statement regarding how the Board operates is available on the Group’s website:
www.atkinsglobal.com/investors_leadership.
Effectiveness
Nomination Committee
Details of the work of the Nomination Committee can be found in the Nomination Committee report (pages 69 to 72).
Performance evaluation
The Board undertakes a rigorous and formal evaluation of its performance and that of its committees and directors annually. In line with
the Code requirement, the Board believes that an external evaluation every three years brings further insight into its performance and
processes. The last externally facilitated evaluation of its performance took place in the year ended 31 March 2013 and so this year its
annual review was once again facilitated by Ffion Hague of Independent Board Evaluation. Independent Board Evaluation has no other
connection with the Company.
Each time it assesses its effectiveness, the Board:
• reflects on its past performance and the implementation of past actions

• considers its future training, skills, experience and diversity requirements
• identifies and implements actions to improve its performance.
The evaluation process adopted this year is set out in figure 2.
Figure 2: Board evaluation process
June August September October November

Inputs Observe Board One-to-one One-to-one
and committee interviews1 interviews1
meetings
Outputs Draft reports Evaluation Action plan
compiled and outcome and agreed by Board3
discussed with reports presented2
chairman
1. O
ne-to-one interviews were conducted with each of the directors, the company secretary, representatives of senior management (both operational
and functional leadership), and representatives of third parties who have regular contact with the Board (brokers and independent auditor).
2. The overall report was presented to the Board, reports on the committees were presented to the respective committee chairmen, the report on the chairman
was presented to the senior independent director, and the reports on each of the other directors were presented to the chairman.
3. The chairman met each director individually, and the senior independent director met the chairman, to provide feedback on their performance and suggestions
for improvement.
The review explored a number of aspects of the performance of the Board, its committees and its directors. In summary, the Board
concluded that it remained effective, with its performance overall having improved when compared with previous evaluations. However,
the Board recognises the need to avoid complacency and continually strives to improve its performance, which led to the creation of an
action plan to address those areas for development identified during the evaluation process.
A summary of the aspects of performance that were considered, along with the outcomes of the review of each aspect and details of
actions identified, is set out in table 2.

Table 2: Aspects of performance considered, outcomes and actions
STRATEGIC REPORT
Aspect Consideration Outcome summary Actions
Role • Objectives, focus and priorities • Focus has improved although further work is 1. A
dditional updates on strategy to
and remit • Strategy needed to develop attention on the medium be scheduled throughout the year
and long term
• Risk management 2.Major project reporting
• Responsibilities between the Group Risk improvements to be implemented
• Governance and compliance
Committee, Audit Committee and Board are
• Decision-making now clearer 3. Non-executive directors to attend
Group Risk Committee meetings
• Clear sense of direction with well-articulated
where possible
headline strategy, although more regular
updates regarding progress should be given
• Major project reporting has further improved
but additional evolution required
• Decision-making effective and supported
by appropriate information
Composition • Skills and experience • Additions made to Board since 2012 have 4. N omination Committee to
• Diversity made a positive difference to the Board’s continue to consider Group
GOVERNANCE
capability and diversity succession plan and talent in
• Succession planning and talent
• The ongoing need to address risk of losing key greater detail
management
Board members over next few years due to 5. Nomination Committee to assess
• Selection
longevity in post and length of tenure effectiveness of tailored induction
• Induction
• Desire to maintain current gender programmes
representation
• Continued need to drive advisors to identify
suitable, but perhaps less visible, candidates
• Rigour of recent Board inductions positive
Relationships • Culture • Culture is open and collegiate 6. D
evelop more informal
• Teamwork/collegiality between • Constructive relationship between executive networking opportunities with
executive and non-executive and non-executive Board members senior management
Board members • Good engagement with shareholders
• With shareholders • Opportunities to meet high performers within
• With senior management the business requires further development
• Quality of external advice • Business awareness of non-executive directors
is continually improving in line with time served
on the Board
• Quality of external advice varied across
different disciplines
Procedural • Meeting frequency, quality and • Meeting frequency has improved None
matters duration • Quality of supporting materials has improved
• Chairmanship of meetings although the level of detail provided remains,
• Quality of supporting materials on occasion, too great
• Board resources
Individuals • Quality of contribution • Discussed with each director individually Agreed with each director
individually
• Competence
• Skills and experience
• Time commitment
• Understanding of the business
• Preparedness for meetings
• Understanding of role

66
The actions identified will be implemented in the current financial year and progress will be considered as part of the next evaluation of
the Board’s performance.
Commitment
During the year all directors, including the independent non-executive directors, committed significant time to the Company, in
accordance with the requirements stated in their letters of appointment and service contracts. The Board considered details of the other
significant commitments of Catherine Bradley and Gretchen Watkins prior to their appointment, to ensure that they each had sufficient
time to undertake their role as non-executive directors.
Development, business awareness and induction

The chairman 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, directors have undertaken training
on matters including mandatory audit rotation, cyber security and executive remuneration.
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
comprehensive, tailored induction programmes for Catherine Bradley and Gretchen Watkins included a series of meetings with members
of the Group’s operational and functional leadership and external advisors to ensure that they both obtained a detailed overview of the
Group, its businesses and governance and the regulatory environment in which it operates.
Accountability
Financial reporting
Statements regarding directors’ responsibilities and the status of the business as a going concern are given in the Directors’ statement of
responsibility (page 60).
Internal controls
The Board is responsible for reviewing and approving the Group’s governance framework and ensuring its adequacy and effectiveness.
A comprehensive review of the changes in this area following publication by the FRC in September 2014 of its Guidance on Risk
Management, Internal Control and Related Financial and Business Reporting was undertaken during the year and a small number of
enhancements were made to the Group’s governance framework.
Our Group code of conduct, ‘Behaving the Atkins way’, sets out the standards and behaviours that all employees should consider when
making decisions or taking actions. The Group code of conduct is part of our corporate governance framework and is an important
element of our corporate compliance programme.
The Group’s governance framework is illustrated in figure 3 (page 67).

Figure 3: Governance framework
STRATEGIC REPORT
OU P CODE OF CONDU
GR CT
Regulation/legislation
Articles of association
Matters reserved for the Board
Committee terms of reference
Board
Quarterly business
& financial reviews Approved strategy
Internal audit Policy statements
Independent Group authority
GOVERNANCE
GOVERNANCE
audit Assurance Group matrix
FRAMEWORK
Risk reporting Service delivery
process
QSSE reporting
Design principles
Control self-assessment
Regions/
Businesses
Local legislation Business management

systems
Industry
requirements • Win work
• Deliver work
Budgets
• Business operations
Risk management • People
GRO
UP CO UCT
DE OF COND
Our governance framework reflects the devolved and decentralised structure of the Group, which is considered a key part of our ability
to deliver services to our clients. Under this structure the Board has delegated operational responsibility to the CEO, who then delegates
authority and control to the regional, Advisory, Energy and Faithful+Gould CEOs (who are all members of the SLT and OLT). Authority is
further delegated from them to the managing directors of the principal operations and then downward to business and project managers
as appropriate. This approach is reflected in our governance framework as follows:
• the Group's policy statements approved by the Board, available on our website: www.atkinsglobal.com/policy-and-governance,
set out clearly and succinctly our 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
• our Group code of conduct sets 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
• a Group Business Management System (BMS) framework incorporates all Group controls and forms the basis of each segment’s BMS,
each of which adds the regional and industry-specific controls it requires to deliver our four key business processes of win work, deliver
work, people and business operations, providing a single source of information for employees that enables them to understand their
responsibilities and comply with all Atkins’ requirements.

68
The following principles are key to the successful operation of the framework:
• authority is delegated within clearly prescribed limits (under the Group’s 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 control self-assessment reviews.
Our 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 and other investments in which the Company does not have overall control are not covered by the Group’s governance
framework. For these joint ventures and other investments, systems of internal control are applied as agreed between the joint venture
parties or by management, but as far as possible we seek compliance with our governance requirements as a minimum.
The Board monitored and reviewed the adequacy and effectiveness of the Group’s governance framework, including internal controls and
risk management, on a continuous basis throughout the year ended 31 March 2016 and up to the date of approval of the Annual Report.
Support was provided by the Board's committees, the internal audit function and the Company’s independent auditor.
Audit Committee
Details of the work of the Audit Committee can be found in the Audit Committee report (pages 73 to 79).
Remuneration
Details of the directors’ remuneration and the work of the Remuneration Committee can be found in the Remuneration report (pages 80 to 111).
Relations with shareholders

We seek to establish an early and effective dialogue with shareholders regarding significant changes that affect corporate governance.
This is in addition to ongoing engagement on more routine matters.
The primary means used by the Board for communicating with all Company shareholders are the Annual Report, preliminary statement of
annual results, half yearly results and the AGM. We also recognise the importance of the internet as a means of communicating widely, quickly
and cost-effectively. An investor relations section is provided on our 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.
Our shareholders play an important role in the Group’s governance and their increasingly active engagement is welcomed. The investor
relations director, alongside the CEO, Group finance director and chairman, provides a focal point for communication with existing
investors and is always keen to engage with, educate and inform potential new investors. During the year Allister Langlands, chairman of
our Audit Committee, led a consultation with major shareholders regarding the independent audit tender (page 77) and Raj Rajagopal,
the previous chairman of our Remuneration Committee, consulted on changes to remuneration policy (page 82).
The CEO and Group finance director present the preliminary statement of annual results and half yearly results to institutional investors
and analysts. These presentations are also available via webcast and/or teleconference. An analyst event was held during the year to
explain our work on London’s Crossrail project. The CEO, Group finance director and investor relations director also regularly attend
conferences and roadshows to give shareholders, and other potential investors, access to management.
The non-executive directors receive updates on the views of shareholders from the executive directors, following investor meetings. The
Group’s brokers also provide updates to the Board on shareholder opinions and compile 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 Company’s
shareholders, including private investors.
Shareholders have the opportunity to attend our AGM, where all directors are expected to be available to answer questions. The directors
in appointment at the time, other than Raj Rajagopal, attended our AGM in July 2015 and were available to speak to shareholders.
Unfortunately Raj was unwell on the day of the meeting.
We intend to call a poll for all resolutions to be considered at the 2016 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
2016 AGM are set out in the separate notice of meeting.
Allan Cook
Chairman
15 June 2016

Governance > Nomination Committee report 69
Nomination Committee report

Letter from the Nomination Committee chairman
Nomination Committee members Details of Committee meeting attendance

can be found in table 1 of the Corporate
STRATEGIC REPORT
Allan Cook 10 September 2009 to date governance report (page 62).
(chairman) (from 1 February 2010) For more information about the
Nomination Committee (including its terms of
Catherine Bradley 1 July 2015 To date
reference) visit:
Fiona Clutterbuck 25 June 2007 to date
Allister Langlands 4 September 2013 to date www.atkinsglobal.com/investors_
effectiveness
Thomas Leppert 1 October 2013 to date
Raj Rajagopal 1 March 2009 to date
Gretchen Watkins 1 August 2015 to date
Dear Shareholder our work to manage succession for our

non-executive directors can be found in our Our responsibilities include:
I am very pleased to report on the work
report (page 71). • evaluating the composition, balance
of the Nomination Committee. A brief
of skills and membership of the
summary of our activities during the last
Group succession planning Board and its committees
financial year is provided in figure 1
The Committee has continued its focus on • succession planning for directors
(page 70).
GOVERNANCE
succession planning efforts being made and Board committees
New appointments below the Board, seeking to identify talent
• reviewing succession plans for
deeper within the Group and ensure that
We were pleased that our search to augment senior management roles
development gaps are addressed to provide
the skills and experience on the Board • leading the selection process for
a solid pipeline of future leaders. Following
culminated in the appointment of Catherine Board appointments
feedback from the recent independent
Bradley on 9 June 2015 and Gretchen
evaluation of the Committee, we will • making recommendations to the
Watkins on 1 August 2015. Following these
continue our focus on robust succession Board regarding director and
appointments, 30% of our directors are
planning in the current year. committee appointments.
female, exceeding the 25% target set by
Lord Davies in his Women on Boards report. Yours faithfully
Non-executive director succession
It is important for us to ensure an
appropriate balance of skills and experience Allan Cook
is maintained on the Board and its
Chairman of the Nomination Committee
committees, while ensuring progressive
refreshing with new and diverse talent. 15 June 2016
Fiona Clutterbuck, as our senior
independent director, has an important
role to play in the search for our next non-
executive director and as acting chairman
of the Remuneration Committee. The
search for a new non-executive director has
already commenced. The Board, following a
recommendation by the Committee, believes
that the extension of her tenure until our
2017 AGM will enable the search to be
properly managed and concluded. This will
ensure that both Catherine and Gretchen
are fully embedded in their new roles before
we lose significant experience when Fiona
ultimately steps down. More details on

70
Nomination Committee report continued
Figure 1: Committee activities

During the year ended 31 March 2016, key matters considered included:
• Succession planning (including Appointment of a non-executive director •

emergency succession plan)
• Senior leadership team succession plan
• CEO succession planning October April
• Senior management development
programme
Committee
activities
• Appointment of Gretchen Watkins Non-executive director search •
• Appointment of chairman for a Election and re-election of directors •
further three-year term Board committee membership •
July June
• Chairman succession planning
Board composition
The Committee continues to focus on ensuring that the Board remains strong and effective. It seeks to recruit directors with the skills and
diversity of perspective, experience, thinking style, gender, ethnicity and nationality to provide effective leadership, insight and challenge
to support the Group’s continued development.
New Board appointments

We recommended the appointments of Catherine Bradley and Gretchen Watkins as independent non-executive directors during the
year ended 31 March 2016. A detailed role specification was drawn up for each appointment and we mandated that gender-balanced
shortlists were presented. Consideration was given to the benefits of all aspects of diversity, including gender, during the selection
process. Short-listed candidates were chosen on merit and against objective criteria, which had been reviewed and approved by the
Committee prior to the search commencing. Particular consideration was given to the areas of expertise that would best benefit the
Board and the continued development of the Group, including corporate finance and engineering.
The executive search firm Korn Ferry provided support to the Committee for both appointments. It has signed up to the Voluntary Code
of Conduct for Executive Search Firms launched in July 2011 and, subsequently, the enhanced version launched in July 2014, which
promotes gender diversity and best practice for corporate board search processes. During the year, Korn Ferry did not provide any other
services to the Group.
Chairman
The Committee, chaired by Fiona Clutterbuck as senior independent director, recommended to the Board that Allan Cook be asked to
serve for a further three-year term as chairman of the Company, subject to annual re-election by shareholders. The Committee also
considered long-term succession planning for this position.

Governance > Nomination Committee report 71
Non-executive director succession

Fiona Clutterbuck has served as an independent non-executive director since March 2007. She has reached nine years’ service and
STRATEGIC REPORT
it was anticipated that she would step down at the conclusion of this year’s AGM. Raj Rajagopal will also reach nine years’ service
as an independent non-executive director in 2017. On their retirement the Board will lose significant UK listed company experience
and knowledge of our business and the Committee has carefully considered the possible short-term impact of this on the Board’s
effectiveness.
The Committee considered Fiona’s and Raj’s potential retirements in light of the experience and tenure of the Company’s remaining
non-executive directors. Allister Langlands and Thomas Leppert are nearing three years’ service. Catherine and Gretchen will each
have around one year’s service at the time of our AGM. The Committee was mindful that Rodney Slater and Jo Curin stepped down
from the Board earlier than had been anticipated following three and five years’ service respectively. This ‘middle tier’ of independent
non-executive director experience is, therefore, not as strong in the Board’s current composition.
The Committee has sought to maintain an appropriate balance of skills and experience on the Board and its committees, while ensuring
progressive refreshing with new talent. The Committee therefore recommended to the Board that Fiona’s tenure be extended by up to a
year to enable this process to be completed. This will ensure that both Catherine and Gretchen are fully embedded before the Board loses
her, and Raj’s, significant experience. Fiona, as senior independent director, also has an important role to play in the conclusion of the
search for a further non-executive director to join the Board, in planning for the chairman’s future succession and as acting chairman of
the Remuneration Committee. The search for a new non-executive director has already commenced but is unlikely to be completed until
later this financial year.
GOVERNANCE
Fiona's tenure has been extended until 2017, subject to shareholder approval. Fiona has served diligently for over nine years and the Board
agreed with the Committee's recommendation that she remains strongly independent in character and judgement, as demonstrated in
the recent, independently facilitated, evaluation of her performance.
Diversity and inclusion

While we are just below our own target of one-third female directors, we are pleased that, following the appointment of Catherine and
Gretchen, we have achieved Lord Davies’ target of 25%.
The Board is committed to increasing diversity and inclusion, supporting the development and promotion of talented individuals regardless
of gender, sexuality, nationality and race or ethnic background. Figure 2 (page 72) provides an overview of the Boards diversity.
Through the Group’s ongoing engagement with schools and colleges, we continue to remain focused on attracting students from diverse
backgrounds into a career in engineering and also to support initiatives to promote career opportunities in STEM (science, technology,
engineering and maths) subjects to female students. We hope that these efforts will augment the pool of talented professionals to join
our business in the future.
The Our people section (page 45) and segmental performance reviews (pages 25, 27, 29, 32 and 35) set out our commitment and
approach to diversity, and highlight some of the initiatives being used to improve gender diversity.
Group succession planning

The Committee undertook a detailed review of the Group’s wider succession plan during the year. The plan continues to focus on
identifying a robust and diverse talent pipeline for key management and technical roles, identifying any skills gaps to ensure that
individuals can be prepared to undertake the next step in their career when a vacancy arises. Through our review of this succession plan
and other Group development activities, the Committee monitors the leadership needs of the organisation, both executive and non-
executive, to ensure the continued ability of the Group to compete effectively in its chosen markets.
An external, independently facilitated, evaluation of the Board and its committees was carried out during the year. This evaluation
highlighted, among other matters, the need for the Committee to seek to maintain the Board’s current gender representation and to
address the risk of losing several key Board members due to length of tenure. More details regarding the evaluation are provided in our
Corporate governance report (pages 64 to 66).

72
Nomination Committee report continued
Figure 2: Board sector and jurisdictional experience, nationality and gender
Primary sector experience Jurisdictional experience Nationality Gender
Engineering 50% Global multinational boards 60% British 50% Female 30%
Finance 30% Home market 40% British/Indian 10% Male 70%
HR 10% French 10%
Advisory Consultancy 10% German 10%
US 20%
Allan Cook
Chairman of the Nomination Committee
15 June 2016

Governance > Audit Committee report 73
Audit Committee report

Letter from the Audit Committee chairman
Audit Committee members Details of Committee meeting attendance

STRATEGIC REPORT
Allister Langlands 9 October 2013 to date governance report (page 62).
(chairman) (from 1 February 2014) For more information about the Audit
Catherine Bradley 1 July 2015 to date Committee (including its terms of reference),
visit:
Fiona Clutterbuck 1 April 2007 to date
Raj Rajagopal 8 September 2011 to date www.atkinsglobal.com/investors_
accountability
Dear Shareholder risks. We consider our existing processes The Committee would like to thank each
As chairman of the Audit Committee I am and policies provide a solid basis for firm that took part in the tender process
pleased to present its report for the year meeting these requirements. We will and looks forward to working with PwC
ended 31 March 2016. continue to consider the Group’s risk during its final year as independent auditor.
management system and internal controls
This report is intended to explain how we in light of these updated requirements Yours faithfully
have met our responsibilities throughout and work with management to identify
GOVERNANCE
the year and what we have done to address any gaps in our current processes and
continued regulatory change. A summary implement appropriate mitigation Allister Langlands
of the Committee’s activities is provided in measures.
Chairman of the Audit Committee
figure 1 (page 74).
External audit tender
15 June 2016
We welcomed Catherine Bradley to the In our last report to you, we explained that
Committee in July 2015, and her expertise we believed our long-term audit tender
in the international finance sector has policy should be based on a holistic view of
further broadened our experience. relevant guidance and regulations.
Viability statement A new audit partner from

Following the changes made to the UK PricewaterhouseCoopers LLP (PwC) was
Corporate Governance Code (the Code) appointed in June 2015 following the Our responsibilities include:
in 2014 by the Financial Reporting Council early retirement of the previous partner. • preparation for the annual financial
(the FRC), the Company is required to We committed to conducting a full and reporting cycle
explain in the annual report how its longer- competitive tender of the external audit • integrity and quality of the Group’s
term prospects have been assessed and contract during the financial year ended financial reporting
whether we have a reasonable expectation 31 March 2016, with the intention that a • assisting the Board with the
that the Company will be able to continue new independent auditor be appointed for preparation of the viability and
in operation and meet its liabilities as they the financial year ending 31 March 2018. going concern statements
fall due over the period of our assessment. We chose this timeframe to ensure an • overview of internal and
This explanation has become known as the orderly transition from PwC to the new independent audit processes
viability statement (page 37). audit firm. Consequently, a resolution to • development of internal audit plan,
reappoint PwC for the financial year ending with particular focus on areas of
Management has carried out modelling 31 March 2017 will be put to shareholders at potential risk and those areas of
of various risk combinations and scenarios this year’s annual general meeting (AGM). most importance to the delivery
and their impact on the Group’s financial
of the Group’s strategy and future
performance and its ability to operate. The competitive tender process was an
performance
We have reviewed the analysis and testing important area of focus for the Committee
• oversight and guidance to
to support the viability statement and during the year. We commenced
contribute to the continuing
are satisfied that a robust and thorough with a shareholder consultation in
effectiveness and suitability of the
October 2015 and the process culminated
process has been followed.

Group’s internal controls
in our recommendation to the Board
Risk management system and controls • assurance that shareholders’
that KPMG LLP (KPMG) be appointed as
interests are properly protected by
The Code has further implications in independent auditor for the financial year
appropriate financial management,
relation to our risk management systems ending 31 March 2018. KPMG’s appointment
reporting and internal controls
and controls, stipulating that robust risk will therefore be subject to shareholder
• whistleblowing arrangements
assessment should be carried out with approval at the 2017 AGM. More details on
• other matters in accordance with
greater transparency around the potential the tender process can be found in our report
our terms of reference.
impact and management of our principal (page 77).

74
Audit Committee report continued
Figure 1: Committee activities

During the year ended 31 March 2016, key matters considered included:
• Key judgemental issues regarding the Full year results and annual report preparation •
half yearly results Whistleblowing arrangements •
• Independent auditor's report in respect Whistleblower reporting •
of the half yearly results Fraud response procedure •
• Draft half yearly results Group tax standards and treasury manual •
• Group control self-certification Review of internal audit findings •
• Review of internal audit findings Internal audit plan •
• Consideration of FRC consultation on enhancing Internal audit conflict management •
confidence in audit Internal auditor effectiveness and fees •
• Independent audit tender Group's internal audit charter •
• Committee effectiveness review External auditor conflict management •
• Whistleblower reporting Group control self-certification •
November March Independent audit tender •
Report from the independent auditor •
Viability statement preparation •
Committee
activities
• Half year results preparation Key judgemental issues regarding •
• Senior accounting officer statement the full year results
• Plan for independent audit review Fair, balanced and understandable •
for half year September June determination for the annual report
• Plan and engagement letter for Independent auditor's report in respect •
independent audit for full year of the full year results
• Group control self-certification Draft full year results and annual report •
• Group insurance captive Financial internal controls and risk management •
• Review of internal audit findings Audit and non-audit fees paid to the independent auditor •
• Consideration of FRC practice aid on audit quality Reappointment of the independent auditor •
• Independent audit tender Group control self-certification •
• Independent auditor effectiveness Review of internal audit findings •
• Whistleblower reporting Risk requirements of the Code •
• Independent auditor fees Independent audit tender •
Information assurance controls •
Whistleblower reporting •
The Committee discussed a number of matters following the conclusion of the financial year ended 31 March 2016 in respect of that year.
These included:
• judgemental issues regarding the Group’s results for the year ended 31 March 2016, including a review of accounting policies, viability
statement and going concern
• reviewing the preliminary statement and Annual Report for the year ended 31 March 2016
• advising the Board, at its request, on whether the Annual Report for the year ended 31 March 2016 is fair, balanced and
understandable
• independent auditor’s report in respect of the results for the year ended 31 March 2016
• approval of the Audit Committee report.

Annual financial reporting

Significant issues
STRATEGIC REPORT
We have reviewed the key judgements applied to a number of significant issues in the preparation of the Financial Statements. Our review
included consideration of the following:
Table 1: Significant issues
Issue and significance How the Committee addressed this Comments and conclusion
Contract accounting/revenue recognition:
The Group enters into a number of large and complex long- Regularly reviewed reports from We concluded that the approach
term contracts which can span a number of reporting periods. management on a number of higher risk to revenue recognition is
Significant judgements are required to forecast how each contracts including estimates of forecast appropriate in the context of
contract will perform over its lifetime. project outturns, costs to complete and the Group’s business model and
levels of revenue recognition. contract structures.
There are potential uncertainties in determining the amounts to be
recovered as a result of contractual variations due to, for example, Considered control self-assessment,
changing client specifications or unforeseen circumstances. internal audit and independent auditor
reports.
Judgements may include the level of revenue and profit
recognition based on management’s estimates of the extent to
which the Group has fulfilled its obligations under the contract
GOVERNANCE
and the level of costs that will be incurred to complete them.
Goodwill impairment:
The Group has significant goodwill relating to: Reviewed a preliminary goodwill We agreed with management’s
impairment calculation undertaken as recommendation that no full
• The Atkins North America Holdings Corporation (formerly
at 30 September 2015, using similar impairment review was necessary
known as The PBSJ Corporation) and its subsidiaries (the
assumptions in relation to future cash flows at 30 September 2015 and that
ANA business) following the acquisition of The PBSJ
as were used at 31 March 2015 to determine no charge should be made at
Corporation in 2010
the existence, or otherwise, of any triggering 31 March 2016. However:
• our oil and gas business. events requiring a full impairment review. • given its quantum, there remains
The issue of impairment involves making significant At 31 March 2016 a full impairment review a risk of impairment of goodwill
judgements about the future results of both these was carried out using updated forecasts in the ANA business in the future
businesses, the markets in which they operate, along with and assumptions, including testing of
• given the ongoing challenging
economic and cost of capital assumptions. In particular, assumptions and sensitivity analysis.
oil and gas market conditions,
market conditions in the oil and gas sector and the
Discussed the appropriateness of the particularly in the UK and North
performance of our oil and gas business, as reported in the assumptions and challenged the factors used America, there remains a risk of
Energy business review, led to a closer review of the carrying to consider whether a reasonable change in impairment of goodwill in the oil
value of goodwill in the oil and gas cash generating unit. assumptions may indicate an impairment. and gas business in the future
The consideration of future results requires significant Received and considered independent and appropriate disclosures have
judgement by management. auditor’s comments on key assumptions therefore been included in the
used and sensitivity analysis performed. Annual Report (note 15 to the
Financial Statements (page 150)).
Pension liabilities:
The Group has significant post-retirement liabilities via the The assumptions applied by the Group We agreed with the assumptions
Atkins Pension Plan and the Railways Pension Scheme (RPS). to the Atkins Pension Plan and the RPS applied by management and
were reviewed as at 31 March 2016 in with the valuation of the Group’s
Valuation of net retirement plan liabilities requires significant
light of prevailing conditions and based on pension liabilities.
levels of judgement and technical expertise to ensure the
independent actuarial advice.
assumptions applied are appropriate, as relatively small
changes can have a material impact on the size of the liabilities. Considered the independent auditor's
report on the appropriateness of the
The assumptions that have the biggest impact on pension

assumptions.
liabilities are the discount and inflation rates applied, along
with the increase in salaries and life expectancy.
Taxation:
The Group operates under multiple and varied tax regimes. The provisions held by the Group, and We agreed with management’s
The completeness and valuation of provisions to cover the the independent auditor's comments on assessment of the Group’s tax
range of potential final determinations by the tax authorities these provisions, were reviewed by the provisions.
of the Group’s tax positions are the subject of judgement. Committee as at 31 March 2016.
Judgement is required in relation to deferred tax assets, Reviewed the breakdown of provisions and
current tax deductions and ongoing tax audits. considered the application of tax rules in
different jurisdictions.
76
Issue and significance How the Committee addressed this Comments and conclusion
Professional indemnity provisions:
Due to the nature of the work we undertake for clients, there is The size of the provision held against We agreed with management’s
a risk of claims against our professional indemnity insurance. any particular claim is determined by recommendations regarding the
management and reviewed by the level of claims’ provisions carried by
The Group manages a significant proportion of its
Committee, based on its knowledge of the Group.
professional indemnity claims through its insurance captive
the specifics of the claim, and therefore is
in Guernsey.
inherently judgemental and may change over
Most significant claims relate to perceived deficiencies in time as new information comes to light.
work performed by the Group.
Reviewed captive insurance arrangements.
Considered the independent auditor's

report with regard to professional
indemnity provisions.
We also considered a number of other judgements made by management, including those in respect of accounting for acquisitions,
disposals and acquired intangibles, exceptional items, appropriateness of accounting policies, useful economic life of intangible assets and
post-balance sheet events.
Fair, balanced and understandable

The content and disclosures made in the Annual Report are subject to a verification exercise by management to ensure that no statement
is misleading in the form and context in which it is included, no material facts are omitted which may make any statement of fact or
opinion misleading, and implications which might be reasonably drawn from the statement are true.
The Committee examined the Annual Report and was asked by the Board to advise it on whether it was fair, balanced and
understandable. In order for us to draw our conclusions in this respect, we:
• examined the preparation and review process for the Annual Report and considered the level of challenge provided through that process
• assessed whether, from our own review of the Annual Report, we concurred with the results of that process
• considered the accounting policies applied by the Group
• assessed the information contained in the Annual Report against the Group’s strategy and business model to ensure the information
provided was sufficient to enable shareholders to assess the Group’s performance.
Following our review, we advised the Board that the Annual Report of the Company for the financial year ended 31 March 2016, taken as
a whole, is fair, balanced and understandable and gives shareholders the information necessary for them to assess the Group’s position
and performance, strategy and business model.
Independent auditor
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, we updated our approach to reviewing the effectiveness of the audit process in accordance with new guidance
issued by the FRC. The Committee carried out a formal review of the effectiveness of the independent auditor which included an
evaluation of the qualification of the auditor, its expertise and the effectiveness and quality of the audit.
As part of our review, a questionnaire was circulated to the members of the Committee and senior management following the publication
of the Annual Report for the year ended 31 March 2015. The recipients were asked to answer questions which focused on the robustness of
the audit process, the quality of delivery of audit services, the quality of the audit reporting and the quality of the people and services. We
took the responses to the questionnaire into account when considering the strategy and preparation of the audit for the financial year ended
31 March 2016. We intend to develop the questionnaire further next year by widening the group of employees whose views will be sought.
There were no significant findings arising from the review and we concluded that, overall, both PwC and its audit process continued to be
effective. Areas where the Committee believed that the independent audit process might be improved focused on the provision of more
details of the audit techniques used and increased disclosure on how the feedback regarding the effectiveness of the audit process has
been acted upon. These areas were discussed and agreed with PwC and are being addressed.
The independence of the independent auditor is evidenced in part through its challenge to management. The rotation of the audit
partner on a regular basis also contributes to the independence and objectivity of the audit process, the last such rotation having taken
place in June 2015 on the early retirement of the previous audit partner.

Audit tender
Background
STRATEGIC REPORT
During the year, we conducted a tender in satisfaction of the Code requirement for FTSE 350 companies to put the independent audit
contract out to tender at least once every 10 years.
Audit tender process and conclusion
A rigorous competitive tender process was initiated by the Committee and led by the chairman of the Committee. Representatives from
Group finance and Group tax and treasury, along with the company secretary, also supported the selection process.
For Ernst & Young (EY) to tender for the independent audit contract, it would have been required to cease its appointment as our internal
auditor. It was therefore decided during the planning phase that, as we did not wish to tender the contract for internal audit services at
this point, EY would not participate in the tender for the independent audit contract.
PwC did not participate beyond the pre-qualification stage of the tender process given its length of tenure as incumbent independent auditor.
Figure 2 shows the key steps we undertook during the competitive tender process along with details of the objective criteria used to
assess the participants in the process. Throughout the tender process, our primary focus was on audit quality.
Figure 2: Independent audit tender process and objective criteria
Shareholder
Process Objective criteria
GOVERNANCE
engagement
Planning phase
June – September 2015
• Timetable prepared
• Initial planning activities Primary focus
and review of the market
• Audit quality, including
• Shareholder consultation analysis of FRC’s audit
quality review
Execution phase Additional

September 2015 – February 2016 considerations:
• Pre-qualification • Depth of business and
Consultation
questionnaires (PQQ) issued, industry knowledge
October – November 2015
following a desktop review
of the market, to five chosen • Shareholder letters • Ability to meet
parties, including two ‘mid- independence
• Shareholder meetings
tier’ firms requirements
• Coverage and integration
Updates and • Preparation of materials for
bidding parties of the firms across Atkins’
feedback provided international locations
to members of the • Number of parties reduced
based on objective review of • Appropriate team
Committee at regular PQQ responses; request for structure with the right
intervals throughout proposal issued to remaining experience, commitment
the process bidding parties and enthusiasm
• Structured management • Clarity of approach
meetings with bidding parties • Use of technology and
• Presentations from final bidding innovation
parties to selection panel • Our experience with the
potential firms
• Our relevance and
Decision Feedback importance as a client to

March 2016 the various firms
March 2016
• Recommendation proposed • Total cost of auditing
• Shareholder letters
to the Committee and then services
the Board • Shareholder meetings
(where requested)
• Final decision taken by the
Board • Announcement of decision
to shareholders

78
Legislation due to come into effect on 17 June 2016 stipulates that two candidates should be recommended for the position of independent
auditor following a competitive tender process, with a clear preference indicated for one of those two candidates. Given the appointment of
KPMG will be for the financial year ending 31 March 2018 and will not be proposed to shareholders until the AGM in 2017, this legislation
applies to our recommendation. As required, we therefore recommended two candidates to the Board, clearly stating a preference that
KPMG be appointed as the independent auditor for the financial year ending 31 March 2018. Our decision was made without any influence
from a third party and the Company was not subject to any contractual provision that restricted its choice of independent auditor.
The Committee confirms that the Company complied with the provision of the Statutory Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the financial year under review.
Auditor independence
The Committee recognises that there are occasions where 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. Our approach is intended to preserve the
independence and objectivity of the independent auditor and is reviewed and approved annually by the Committee. Details of our
processes for considering and approving such work, prior to it commencing, are summarised in table 2.
In April 2016, the FRC issued a final draft of its proposed Ethical Standard for Auditors (the ESA), which will implement new restrictions on
the supply of non-audit services, required by EU legislation. The restrictions will apply from our financial year commencing 1 April 2017.
In light of the ESA, ahead of the next financial year, we intend to review our existing approach to using the independent auditor for
non-audit engagements.
Table 2: Current approach adopted regarding non-audit services provided by the independent auditor
Work performed by the

independent auditor as a result
Audit related of its unique position and
services knowledge of the Company Other work/circumstances Prohibited work
Examples • Regulatory work • Taxation advice including compliance • Provision of non-material systems or project • Book-keeping
of types • Reporting • Assisting and working with the services under the control of a Group project services
of work accountants to a internal audit function manager • Other services
share or bond issue • Internal audit services under the • Secondment of staff other than to prepare deemed to be
or other shareholder instruction of the internal audit accounting records or financial statements incompatible
circulars function • Systems recommendation and with auditor
• Auditing of share implementation independence
• Valuation services not material
schemes by professional
to the financial statements (and • Employment of former partners and non-
or governmental
• Independent review where there is not a high degree partners of independent auditor
regulations
of the half yearly of subjectivity)
report • Due diligence on large scale
acquisition opportunities
Approval • Executive management (via the Group finance director • Management must identify independent n/a
required and company secretary) has delegated authority to use the auditor as the best supplier in a specific field
independent auditor without prior consultation with the and believe assignment will not prejudice
Committee auditor independence
• Chairman of the Committee consulted where executive • Evaluated request made to the Committee
management has concerns over auditor independence • Appointments for non-material fee levels
• Nature of, and fees associated with, that work regularly may be approved by Group finance director
reported to the Committee (or company secretary in his absence)
• Executive management (via Group finance
director and company secretary) has
delegated authority to approve working
with the independent auditor on commercial
arrangements/contracts with third parties up
to a specified value, above which the approval
of the Committee chairman is required
• Policy of not employing a former partner
within two years of audit involvement
• Committee and Group finance director will
consider employment of non-partners on an
individual basis
• Independent auditor must approve any such engagement before it can proceed

Figure 3: Fees for audit and non-audit work paid to the independent auditor
STRATEGIC REPORT
2016 32.64% 34.11% 33.25%
2015 38.91% 26.62% 31.62% 2.85%
£m 0 1 2 3 4 5
Audit and audit related services S ervices in connection with an unsuccessful

Taxation compliance services acquisition pursuit
Taxation advisory services Other non-audit services
GOVERNANCE
Figure 3 and note 5 to the Financial Statements (page 141) set out the fees paid to the independent auditor for audit and non-audit work.
Management and the Committee considered carefully which advisors were best-placed to provide taxation compliance and advisory
services to the Group in light of the audit tender conducted during the year and in anticipation that these restrictions would exclude the
provision of tax services by the new auditor. In choosing advisors, we sought to ensure that:
• our choice of independent auditor was not restricted, and the independence of other audit firms was not compromised, during the
final stages of the audit tender
• the chosen advisor was able to support the full international scope of the services we required
• any appointment could be made for the medium to long term.
We therefore considered it appropriate to engage PwC to provide taxation compliance and advisory services in light of its:
• global reach in countries where the Group has existing operations and where it plans further expansion
• detailed understanding of the Group
• specialist expertise in these areas
• likely resignation as independent auditor after the conclusion of the audit for the year ending 31 March 2017, given its long tenure.
Approximately 64% of the taxation compliance services was provided by PwC in relation to our internationally mobile employees. This
work supports our drive to increase the mobility and international experience of our people and grow our business outside the UK.
PwC's appointment was made following a competitive tender process.
Advice provided by PwC in connection with successful acquisition pursuits represented approximately 47% of the taxation advisory
services fees.
We carefully considered our own approach to ensuring PwC’s independence, as set out in table 2 (page 78), before proceeding with the
appointment for non-audit services. In addition, we also sought PwC’s own determination of its independence, including the safeguards
in place. We concluded that the non-audit services provided by PwC did not have any impact on its independence.

Allister Langlands
Chairman of the Audit Committee
15 June 2016

80
Remuneration report
Letter from the Remuneration Committee chairman
Remuneration Committee members Details of Committee meeting attendance

Fiona Clutterbuck 15 June 2009 to date governance report (page 62).
(acting chairman) (from 14 June 2016) For more information about the Remuneration
Committee (including its terms of reference) visit:
Allister Langlands 1 July 2015 to date
Thomas Leppert 31 July 2014 to date
www.atkinsglobal.com/investors_
Raj Rajagopal 1 March 2009 to date remuneration
(chairman from 8 September 2011 to 14 June 2016)
Gretchen Watkins 1 June 2016 to date
Dear Shareholder the backdrop of an increasingly challenging payments and LTIP and LGU vesting reflect
Following my appointment as acting macroeconomic enviornment. the level of financial and operational
chairman of the Remuneration Committee performance delivered by the Company.
Bonus 2015/16 (tables 10 and 11 (pages
from 14 June 2016, I am pleased to present
97 and 98)) Shareholder dialogue and
this year’s remuneration report.
The Company’s Executive Bonus Scheme policy review
My fellow Committee members and I (EBS) rewards executive directors for I am pleased that, last year, 93%
would like to thank Raj Rajagopal, who delivery of stretching annual Group profit (2014: 91%) of our shareholders voted
remains a member of the Committee but after tax, cash conversion and key strategic in favour of our Annual remuneration
has stepped down as chairman, for his targets. The relative weighting of each report, which was based on the Company’s
excellent stewardship since 2011. target is 50%, 25% and 25% respectively. approved existing remuneration policy.
This policy was adopted in 2012 following
This year’s report is split into three sections: Management delivered the strong a comprehensive review which coincided
financial performance as reflected in with the appointment of Uwe Krueger as
(1) this letter, my annual statement, in reported profitability, which was above CEO in 2011. Although the Committee
which I summarise major decisions the challenging budget target it had been believes that, to date, our remuneration
taken on, and any substantial changes set but fell short of its stretch target. The framework has created a clear link
to, remuneration during the year, Group profit after tax element of annual between the performance of the Group
including the context for such decisions bonus will therefore result in a payment and strategic delivery, the creation of
and changes of 62% of the maximum opportunity. shareholder value and the remuneration
Profit growth was supported by very good of our executive directors, we determined
(2) Directors’ remuneration policy cash performance, which exceeded the it was appropriate to look again at the
which sets out the Company’s stretch target and resulted in the maximum Company’s remuneration policy. This
proposed forward-looking policy on payout for this component of the EBS. review was in response to the ongoing
remuneration The Committee considered in detail the evolution of the Group and its strategy and
excellent performance of each of the the wider industry, evolving best practice
(3) Annual remuneration report
executive directors against their strategic in remuneration design and our desire
outlining the Company’s
objectives for the year, full details of which to ensure that the Company’s long-term
implementation of existing
are contained in the Annual remuneration incentives remain appropriate for the future.
remuneration policy for the financial
report (page 97).
year ended 31 March 2016 and a
In undertaking our review the Committee
statement on implementation of the Bonus payments to the executive directors also sought to ensure that our proposed
proposed policy for the year ending were between 76.0% and 79.8% of their changes continue to be in line with our
31 March 2017. maximum opportunities. established remuneration framework
I trust you will find these sections principles. These are to:
2013 LTIP and 2012 LGU vesting
comprehensive, demonstrating the clear (table 13 (page 100)) • deliver our strategy and shareholder
link between directors’ remuneration and Underlying diluted EPS growth for the value: reward the successful delivery of
delivery of our strategy. three-year period to 31 March 2016 was our business strategy (page 10) and link
23.3%. This resulted in 48% of the remuneration with the value created for
Paying for performance
WS Atkins plc Long Term Incentive Plan shareholders
Atkins delivered a strong performance
(LTIP) awards granted in 2013 vesting. The • reward performance: ensure a
during the year, increasing revenue by
first tranche of awards made in 2012 under significant proportion of executive
6% to £1.86bn and underlying operating
the terms of the WS Atkins plc Long-term directors’ remuneration is
profit by 10.5%, achieving the Group's
Growth Unit plan (LGU) also vested following performance-related, providing the
8% underlying operating margin target
determination that the strategic measures set right balance between short- and
set in 2011, and recommending an 8.2%
at the time of award had been satisfied. long-term incentives, and delivered
increase in full year dividend. As outlined
by Allan Cook, this was achieved against in the form of Atkins shares
The Committee is satisfied that bonus

Governance > Remuneration report 81
• incentivise talent: recognise that The Committee considered whether Due to the proposed changes, a new
Atkins is a people business, where the revised LTIP should include a total remuneration policy will be presented to
STRATEGIC REPORT
reward and incentive structures are shareholder return (TSR) performance shareholders for approval at the annual
critical to enable us to attract, retain, metric. Independent analysis supported general meeting (AGM) to be held on
incentivise and reward the best the Committee's view that TSR is not an 2 August 2016. If approved, the Committee
global talent appropriate performance metric for the expects the new policy, which will replace
• be simple and transparent: ensure Company. This is partly due to the difficulty the existing policy, to remain in place for
the policy is based on simple principles, in determining a robust TSR comparator the next three years. The changes to the
provides participants with a clear line of group given the lack of suitable listed policy are summarised in table 1 (page 82)
sight to performance metrics and aligns peers. This analysis also confirmed that EPS followed by the new remuneration policy
executive remuneration with shareholder and long-term cash conversion were the itself (pages 82 to 93).
interests and business results (page 02) most appropriate performance measures
for the Group. The Committee and I firmly believe that the
• pay no more than necessary: reward changes to the remuneration policy are in
executive directors for delivering The quantum of the Company’s the best interests of the shareholders and
shareholder value and our strategy while long-term incentive opportunities has support the Company’s business strategy.
ensuring that the Company pays no been unchanged since 2005. Over I have no hesitation in recommending
more than is necessary. this period the business has grown it to you and look forward to receiving
In formulating our proposals, the Committee considerably in both value and complexity. your continued support at the AGM on
also sought to address feedback from Revenue grew from £955m in 2004/05 2 August 2016.
GOVERNANCE
some shareholders about the performance to £1,757m in 2014/15 and £100 invested
measures attached to the LGU. in Atkins shares in January 2005 would Yours faithfully
have been worth £270 (dividends
Following our comprehensive review and reinvested) as at 31 March 2016. The
consultation with the Company’s major consistency in award levels over this Fiona Clutterbuck
shareholders, Institutional Shareholder period reflects the Committee’s desire
Services (ISS) and the Investment Acting chairman of the Remuneration
not to contribute to further executive
Association we propose to: Committee
pay inflation. However, the existing
long-term incentive opportunities and 15 June 2016
• move to a simpler structure which
the value of total remuneration are now
revises the existing LTIP and ceases to
substantially below the appropriate level
operate the LGU
given Atkins’ scale and complexity. This
• continue to link LTIP vesting to EPS poses both a retention and a recruitment
growth (75% weighting) in addition risk. The Committee therefore proposes
Our responsibilities include:
to a new long-term cash conversion
to increase the maximum LTIP opportunity
performance metric (25% weighting), • setting and implementing
to between lower quartile and median of
which together provide objective, remuneration policy for the
UK-listed companies of comparable size
transparent financial performance chairman, executive directors and
and complexity while removing the LGU.
measures that align to the value created company secretary
The Committee does not plan to make
for shareholders any other changes to the quantum of total • shaping and reviewing the
• increase LTIP award levels (150% for remuneration, other than salary increases in Company’s short- and long-term
CEO and Group finance director, 125% line with the workforce as a whole. Overall, incentive arrangements and setting
for Group HR director), which is offset we believe that the proposed changes performance targets
by the cessation of the LGU increase transparency and simplicity and • establishing and reviewing the
• improve long-term alignment to alignment to long-term performance. policy for remuneration on
shareholder interests and evolving termination to ensure the Company
In response to the feedback we received does not reward failure
best practice by introducing two-year
during the shareholder consultation process
post-vesting holding periods for LTIP • setting the executive directors’
we made two key adjustments to our
awards and increasing shareholding and company secretary's total
original proposals. These were to increase
guidelines for executive directors remuneration package
the shareholding guidelines for executive
• amend the cash metric for the bonus directors to 200% of salary above our • setting the chairman’s annual fee
scheme from cash conversion to one original proposal to align the guideline to • overseeing the pay and conditions
based on lock-up days to differentiate the new LTIP award levels and to change throughout the Group
further from the new long-term cash the cash measure for the annual bonus to • selecting, appointing and setting
performance measure in the LTIP and one based on lock-up days to differentiate the terms of reference for any
provide clear focus on working capital it further from the LTIP cash conversion remuneration consultants that
management measure (page 102) and provide clear focus advise the Committee.
• retain malus and clawback provisions. on working capital management.

82
Remuneration report
Directors’ remuneration policy
The Company’s remuneration policy was approved by shareholders at the AGM held on 30 July 2014. A copy of the Company’s existing
policy can be found on our investor relations website: www.atkinsglobal.com/investors_remuneration. As highlighted in the annual
statement by the Remuneration Committee, the Committee reviewed executive remuneration arrangements during the year and is
proposing a new remuneration policy be presented to shareholders for approval in a binding vote at the AGM on 2 August 2016. The
policy, subject to receiving shareholder approval, will operate from the date of approval and is intended to remain applicable to the
following three years.
The new remuneration policy has been prepared and developed:
• in accordance with the principles of the UK Corporate Governance Code (the Code)
• taking into account the guidelines issued by the Investment Association, ISS and other shareholder representative bodies
• after consultation with the Company’s major shareholders, the Investment Association and ISS.
It is presented on the basis prescribed in the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013 (the Regulations).
Comprehensive detail in respect of how the existing remuneration policy has been implemented for the financial year ended
31 March 2016 and how the new remuneration policy is intended to be implemented for the year ahead is provided in the Annual
remuneration report (pages 94 to 111).
Summary of changes to the remuneration policy from previous policy

Following the review of executive directors’ remuneration during the year, changes to the remuneration policy are proposed.
Table 1 summarises the key changes when compared with the existing policy previously approved by shareholders at the 2014 AGM.
Table 1: Summary of changes to the remuneration policy
Policy element Existing policy Proposed change to policy Rationale for change
Long-term Executive directors granted: Revised LTIP is intended to have two performance Simplifies long-term incentive
incentives conditions: structure and reflects evolving best
• a 75% of salary LTIP award
practice in remuneration design.
which vests after three • EPS (75% weighting)
years subject to a single EPS • cash conversion (25% weighting). Supports long-term alignment
condition of executive remuneration with
Award levels will be as follows:
• a 50% of salary LGU award shareholders’ interests.
which vests in three equal • CEO and Group finance director – 150% of salary
Incentivises both longer term profit
tranches on the fourth, fifth • Group HR director – 125% of salary.
and cash performance.
and sixth anniversaries of
A holding period will be applied after the initial
the grant date, subject to Creates a more market-competitive
three-year vesting period such that the combined
an underpin that considered package and strengthens the
vesting and holding period is at least five years.
progress against strategy. Company's ability to retain and
No LGU awards will be granted. attract the best global executive
level talent.
Malus and Malus provisions applied to With effect from 1 April 2015, clawback provisions The Committee believes it is
clawback the Company’s short- and were also introduced to each performance‑related appropriate to have the power to
long-term incentives. remuneration element in line with requirements set withhold and clawback payments
out in the Code. These existing provisions have been in certain circumstances.
incorporated in the proposed new remuneration
policy.
Shareholding Requirement to build a significant Required holding will be increased to 200% Provides greater alignment of
guidelines interest in the Company’s shares of basic salary. executive directors’ interests with
equivalent to 100% of basic salary shareholders' interests.
within a five-year period.
Encourages significant Company
share ownership by executives.
Reflects shareholder feedback.

Overview of our remuneration framework

The main elements of remuneration for the executive directors are:
STRATEGIC REPORT
Fixed pay: salary, pension and benefits
Short-term incentives: EBS
Long-term incentives: revised LTIP which, subject to shareholder approval, will replace awards currently granted under the LTIP and
the LGU.
The timetable for the operation of each element is summarised in figure 1, with further information on each element provided in the
policy table (table 2 (page 84)).
Figure 1: Timeline for receipt of remuneration
Element of Current year Y Y Y Y Y

remuneration (Y) + 1 year + 2 years + 3 years + 4 years + 5 years
Salary 100% cash
GOVERNANCE
Benefits Cash allowance
and/or benefit
in kind
Pension Pension
contribution
or cash in lieu
Bonus (cash)1 Current year 2/3 paid in cash

performance
assessed
Bonus 1/3 paid in shares deferred for three years Deferred
(deferred shares)2 shares vest
LTIP2 After three-year performance period awards vest Further two-year holding period Shares
(based on performance) released
Timeframe in which malus and clawback provisions can be applied:

1. The Committee has the discretion to apply malus provisions up until the date the cash bonus is paid. After this date, the Committee has the discretion to apply
clawback provisions within the next two years.
2. The Committee has the discretion to apply malus provisions up until the date the share award vests. After this date, the Committee has the discretion to apply
clawback provisions within the next two years.

84
Remuneration report
Directors’ remuneration policy continued
Future policy for executive directors
Table 2: Future policy table for executive directors
FIXED PAY
Implementation
Remuneration Purpose and link Performance
element to our strategy Operation Maximum opportunity framework 2015/16 2016/17
Base salary To provide a Paid monthly in arrears in cash. Salary increases will normally When Executive All executive
market-competitive Normally reviewed annually with any not exceed average salary determining directors directors have
salary to recruit increase effective from 1 April. May be increases across the Group. salary received the received a 1.5%
and retain reviewed on an exceptional basis during the Increases above this level increases the following increase with
individuals financial year with any changes effective may be made in specific Committee increases with effect from
with the skills from 1 October. situations, such as progression considers effect from 1 April 2016.
and experience A review does not automatically give rise to and development in the Company and 1 April 2015: The 1.5%
necessary to an increase in salary. role, material changes individual James Cullens – increase is
deliver the to the business, remit or performance. 2.8% below the
Company’s Benchmarked periodically against published responsibilities, and internal
strategic salary data for companies of similar size and promotion. In any event, Heath Drewett – average salary
complexity and against bespoke comparator 2.9% increase for all
objectives. any increase in salary to a employees of
groups. current executive director will Uwe Krueger – 2.4%.
Considered in light of economic climate, not exceed the competitive 2.9%
market conditions, Company performance, market range. Each increase
pay and conditions across the wider In the event of the promotion was below the
workforce, geographic footprint of of an existing executive average salary
operations, the individual’s role, skills, and director, for example the increase for all
remit, and the level of salary increases made Group finance director employees of
in the rest of the business. becoming CEO, the salary 3.3%.
No recovery provisions apply to salary. increase of the relevant
executive director will not
normally exceed the salary of
the outgoing director holding
that office.
Benefits To provide a Benefits, which are subject to regular review The Committee reserves the Not applicable Taxable benefits James Cullens
market-competitive to ensure competiveness, include: power to deliver benefits to all executive and Heath
remuneration • an annual cash car allowance or car which, in aggregate, have directors Drewett are
package in a cost a cost of 25% of salary. principally expected to
effective way. • flexible benefit scheme In certain circumstances it comprise of a receive the same
• life assurance entitlement ranging may be necessary to exceed car allowance types of benefits
between four and seven times salary this limit, including (but not and medical as provided in
(although this can be increased at the limited to) where there are insurance/ 2015/16.
executive's own personal cost via flexible changes in the underlying healthcare Uwe Krueger’s
benefit scheme in line with provisions for benefits provided to the allowance. allowance for
the wider workforce) wider workforce, changes In addition, Uwe travel expenses
• private medical insurance or an allowance to benefit providers and Krueger receives expired on
for executive directors and their families changes in individual an allowance for 13 June 2016.
circumstances (such as travel expenses
• medical assessments relocation). Uwe Krueger’s
incurred other benefits
• income protection in the event that between his
an executive is unable to work due to are expected to
home and the remain similar to
long-term ill health UK during the those provided
• personal accident cover while on business first five years in 2015/16.
• travel allowances and expense following his
reimbursement appointment.
He also receives
• professional advice an allowance
• professional subscriptions for professional
• purchase/sale of annual leave entitlements advice.
in line with policy for the wider workforce
• reimbursement of taxable expenses
incurred on Company matters.
In the event of an executive being located
outside the UK, additional benefits may be
provided in line with local practice.
No recovery provisions apply to benefits.
Pension To provide a Monthly payments into a defined The maximum Company Not applicable All executive It is anticipated
market-competitive contribution plan or cash allowance in lieu contribution is 25% of base directors that all executive
remuneration of a pension contribution. salary. received a directors will
package that No recovery provisions apply to pension. The Committee may change cash allowance continue to
enables executive the directors’ pension equivalent to receive a cash
directors to provide arrangements in response to 25% of salary. allowance
for their retirement new legislation or regulations equivalent to
in a tax-efficient provided that any changes 25% of salary.
way. are cost-neutral.

STRATEGIC REPORT
VARIABLE PAY
Implementation
Remuneration Purpose and link Performance
element to our strategy Operation Maximum opportunity framework 2015/16 2016/17
Executive To incentivise An annual bonus scheme with The maximum annual bonus Annual bonus will Group profit Following the
Bonus and reward measures and performance opportunity is 125% of normally be subject after tax shareholder
Scheme (EBS) the delivery targets set by the Committee at base salary for the CEO and to Group financial (50%): consultation, the
of stretching the beginning of each financial 100% of base salary for targets (75% of total 62% of cash measure
annual financial year. Payout determined other executive directors. bonus) and individual maximum has been
performance after year end following the Base salary is the average or non-financial achieved amended from
targets and Committee's assessment of salary paid to the executive strategic objectives cash conversion
key strategic performance relative to targets director for the bonus year. (25% of total bonus). Group cash to one based on
objectives. and objectives. conversion lock-up days.
The Committee has the For the financial (25%):
Two thirds of the bonus is flexibility to increase the metrics, threshold Otherwise the
normally paid in cash and overall maximum bonus level and budgeted 100% of Committee
one third is normally deferred to 150% of salary for the performance normally maximum intends that the
into shares over at least three CEO and 125% for other delivers 12.5% and achieved 2016/17 EBS will
years, subject to continued executive directors, subject 50% of the maximum Personal operate on the
employment. to this not being above the opportunity objectives same basis as
competitive market range. respectively. (25%): 2015/16.
GOVERNANCE
The deferral into shares is
normally structured as a nil-cost The Committee would Individual objectives Executive
share option. Following vesting, consult with the Company’s will be directly directors
the option can be exercised at major shareholders in linked to strategic achieved
the discretion of the participant advance of any increase in priorities which between
up to the tenth anniversary of maximum bonus. may be functional 80% – 95% of
grant. or operational. maximum
Dividend equivalents accrue on Assessment, where Overall:
the deferred shares and may be not quantifiable, is
based on judgement Executive
paid in cash or shares following directors’
the vesting and exercise of the and is subject to a
rigorous review by payouts were
nil-cost share option. between 76.0%
the Committee, both
Annual bonuses do not form part at the time objectives – 79.8% of their
of pensionable earnings and are are set, during the maximum bonus
non-contractual. financial year and at opportunity
The cash payment and deferred the year end when Malus and
shares are subject to both malus final performance clawback
and clawback provisions in is assessed. Any provisions
certain circumstances (as set out amounts due on this apply to these
in the notes to the policy table). component are also payments.
Malus provisions allow the subject to achieving
Committee to reduce the award a threshold Group
before a bonus cash payment is financial target.
made or a deferred share award In assessing the
vests. formulaic outcomes
Clawback provisions allow the of targets, the
Committee to reclaim some Committee can make
or all of the value of a bonus adjustments to ensure
cash payment or a vested share that any resulting
award within two years of a cash payment is fair to
bonus payment being made or a both the executive
deferred share award vesting. directors and
investors, including
the ability to make no
payment if deemed
appropriate.
The Committee may
reduce the amounts
paid if there has
been a material
quality, safety or
environmental failure.

86
Remuneration report
VARIABLE PAY continued
Purpose and Implementation
Remuneration link to our Maximum
element strategy Operation opportunity Performance framework 2015/16 2016/17
Long Term To incentivise The Committee may The maximum Awards vest subject to Company In 2015/16 The proposed
Incentive and reward grant an annual award annual award performance and continued employment. executive 2016/17 LTIP
Plan (LTIP) the creation which vests after at least limit is 200% of The intention is to use two performance directors were award levels are:
of long-term three years, conditional salary. measures, although the Committee granted a 75% James Cullens –
shareholder upon performance and It is normally reserves the right to revise the measures of base salary 125% of salary
value based continued employment. expected that or the relative weighting where business LTIP award and a Heath Drewett –
on the delivery After the vesting period, awards will strategy or external circumstances 50% LGU award.
of stretching 150% of salary
an additional holding be granted requires this. Any substanital change Full details of
performance period will apply, such that to executive would be subject to shareholder the performance Uwe Krueger –
targets. the combined vesting and directors as consultation. The two performance conditions, 150% of salary
holding period is at least follows: measures are: including The proposed
five years. CEO: 150% of (i) EPS growth (75%) targets, for performance
Awards will normally be salary Underlying diluted EPS growth is the these awards targets and
granted in the form of primary metric for measuring the (LTIP – 100% EPS; vesting
Group finance LGU – progress percentages for
nil-cost options. Following director: delivery of our growth objective over
vesting, the options can be the medium and long term. against strategy these awards are
150% of salary underpin) are set set out in table
exercised at the discretion (ii) Cash conversion (25%)
of the participant up to the Group HR out in the Annual 16 (page 102).
director: Long-term cash flow is a key strategic remuneration
tenth anniversary of grant. measure, essential for the delivery of Malus and
125% of salary. report (page 100). clawback
Dividend equivalents may the Company’s progressive dividend
accrue and are payable in policy and to underpin growth, both Malus and provisions will
cash or shares following organic and through value-enhancing clawback apply to these
the vesting and exercise of acquisitions. Cash flow also provides provisions apply awards.
the nil-cost share option. a good performance link with the to these awards.
Awards are subject to operational excellence pillar of our

malus and clawback strategy which is focused on the
provisions in certain “quality of earnings”.
circumstances (as set out It is expected that threshold performance
in the notes to the policy will result in up to 25% vesting
table). with straight-line vesting between
Malus provisions allow the threshold and maximum performance.
Committee to reduce the In determining the level of vesting, the
award before it vests. Committee will give consideration to:
Clawback provisions allow (i) the impact of any significant

the Committee to reclaim acquisitions or disposals in the
some or all of the value at performance period
any time within two years (ii) for EPS growth, the impact of inflation
following the vesting of during the performance period, if it
LTIP awards. deems that this has had a significant
impact on the level of challenge
presented by the targets
(iii) for cash conversion, the overall level
of business performance.
In considering these factors the
Committee may reduce the level of
vesting.
All-employee To encourage Executive directors can Executive Not applicable. The Company The Company
share plans share ownership participate in the Share directors will be offered a SIP in will continue
across the Incentive Plan (SIP) and a subject to the 2015/16. to offer a SIP in
organisation. Save As You Earn Plan (or same maximums All executive 2016/17.
equivalent global plans) to in place for directors All executive
the extent that such plans all employees participated directors
are operated for the wider participating in the SIP in currently
workforce. in the relevant 2015/16. participate in
No recovery provisions plan or plans. the SIP.
apply to awards granted
under any of the
Company's all-employee
share plans.

Additional notes to the future policy table

Malus and clawback provisions under incentive arrangements
STRATEGIC REPORT
Awards under the EBS and LTIP are subject to both malus and clawback provisions. The malus provisions allow the Committee to reduce
awards in certain circumstances including (but not limited to):
• a material misstatement of the Company’s audited results

• a material downturn in the financial performance of the Company
• a material failure of risk management by the Company
• serious reputational damage suffered by the Company
• the executive director’s misconduct.
In addition, the Committee has the ability to clawback EBS and LTIP awards in the following circumstances:
• a material misstatement of the Company’s audited results

• the executive director’s gross misconduct.
If clawback is applied, the Committee retains the discretion to decide how clawback will be satisfied, including (but not limited to):
• reducing the amount of any future bonus that would otherwise be payable
GOVERNANCE
• reducing the extent to which any subsisting awards under the Atkins Deferred Share Plan, LTIP or LGU vest
• requiring the relevant individual to pay the amount of clawback to the Company.
Legacy arrangements under incentive plans

Any awards made under legacy incentive plans prior to the approval of the Company’s remuneration policy may be paid out subject to
the terms of any remuneration policy in place at the time of grant, the terms of those plans (as originally applied at grant or subsequently
amended) and the relevant performance conditions being achieved. For the avoidance of doubt, the performance framework for LGU
awards as set out in the existing remuneration policy will continue to apply until the date on which the final tranche of LGU awards
granted in 2015 vests (25 June 2021).
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 provisions. These powers, as set out in the rules of the plans, will continue to apply.
Selection of performance measures and target setting
The Committee selects performance measures and weightings and sets targets annually to ensure continuing alignment with the strategic
priorities of the Group. Any significant departure from the normal operation of the policy would be discussed in advance with our major
shareholders.
In selecting performance measures the Committee takes into account the Group’s 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 Group’s budget and strategic plan and are reviewed annually to ensure
they are sufficiently stretching. In determining the targets, the Committee also takes into account analysts’ forecasts, economic conditions
and the Committee’s expectation of performance over the relevant period. Targets and actual performance in relation to them will
normally be disclosed in the Annual remuneration report provided the Committee determines that the information is not considered
commercially sensitive. In practice it is anticipated that EBS targets may remain commercially sensitive and so a full description of actual
performance and the Committee’s performance assessment will be disclosed only at such time as the Committee considers they are no
longer commercially sensitive, which will normally be in the Annual report for the year to which they are applied. LTIP targets will be
disclosed in the Annual remuneration report prior to grant if determined at that time or, if not, in the first report following grant.

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Remuneration report
Share ownership guidelines
The Company’s shareholding guidelines seek to strengthen further alignment of the executive directors with our shareholders. Executive
directors are expected to build up a significant interest in the Company’s shares equivalent to 200% of their individual salaries. The value
of the executive directors’ shareholding is based on the value of the 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 director’s spouse and/or dependent
children plus any vested but unexercised shares awarded under a Company share plan, net of tax.
Executive directors are expected to meet the increased guideline within a five-year period from the date the remuneration policy is
approved by shareholders or, if later, the date of their appointment to the Board. The Committee may vary the length of the period within
which the shareholding may be acquired.
Illustration of the sensitivity of the remuneration package to performance

The following charts illustrate the packages for the executive directors, 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 3.
Table 3: 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 and LTIP award payable at 50% of maximum award.
Stretch Fixed pay comprising salary, benefits and pension. Annual bonus and LTIP award payable at maximum level.
Salary and pension are based on levels to be implemented in the financial year ending 31 March 2017; benefits are based on the actual
value level delivered in the year ended 31 March 2016. The performance scenario charts exclude the impact of share price growth and any
potential dividend accrual.
Figure 2: Executive directors' remuneration package

James Cullens
£000
Stretch 37% 28% 35% £1,001
Target 54% 20% 26% £684
Minimum 100% £367
Heath Drewett
£000
Stretch 34% 26% 40% £1,374
Target 51% 20% 29% £921
Minimum 100% £468
Uwe Krueger
£000
£000
Stretch 33% 30% 37% £2,499 Fixed pay
Target 49% 23% 28% £1,657 Annual bonus
Minimum 100% £816 Long-term incentives
Other remuneration policies relating to executive directors

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 future policy table (table 2 (page 84)), namely salary,
benefits, pension, participation in the EBS and LTIP. Depending on the level of salary set on appointment, the Committee may make larger
STRATEGIC REPORT
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 2 (page 84)) 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 remuneration forgone, any performance targets
(and whether they are likely to be achieved) and the timescale over which the forfeited remuneration would have been received.
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 normally 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.
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
GOVERNANCE
consistent with other internationally mobile employees across the Group. International assignment remuneration may incorporate tax
equalisation so that, while 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 assignee’s 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 4.
Table 4: Executive directors’ service agreements

Notice period Contract Effective date Unexpired term
(months) date of contract of contract
James Cullens 12 26 February 2014 1 July 2014 Rolling contract
Heath Drewett 12 17 April 2009 15 June 2009 Rolling contract
Uwe Krueger 12 1 June 2011 14 June 2011 Rolling contract
Copies of each director’s service agreement will be available for inspection prior to and during the AGM and are also available for
inspection at the Company’s 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.
Termination policy for executive directors

In line with current market practice, the executive directors have rolling service contracts which are terminable on 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 initially 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 year’s 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 an annual bonus. Depending on the circumstances, the Committee has
the discretion to make a pro rata bonus payment, linked to the original performance standards and delivered entirely in cash.
The executive directors’ entitlements to any bonus and unvested share awards granted in connection with the EBS or under the terms of
the LTIP will be treated in accordance with the terms of the relevant plan rules, summarised in table 5 (page 90).

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Remuneration report
Table 5: Executive directors’ entitlements to bonus and unvested share awards
EBS – deferred share Implementation
EBS – cash award award LTIP award LGU award 2015/16
Agreed Pro rata award subject to Vested and unvested Unvested awards pro-rated to Unvested award will be pro-rated No executive
termination performance conditions award exercisable/ reflect amount of time elapsed to reflect amount of time elapsed director left
(e.g. retirement being satisfied. transferable within six since the grant date. since the grant date. the Company’s
or ill health) months of leaving. employment
This pro-rated award will then This pro-rated award will then and so the
The entire EBS vest on normal vesting date vest on the original vesting termination
entitlement will be subject to the satisfaction of schedule subject to satisfaction policy was not
paid in cash with no the performance condition(s). of progress against strategy implemented
deferred share award. underpin. during 2015/16.
Exercisable/transferable normally
within six months of the vesting Vested award normally exercisable
date although the shares within six months of leaving.
generally need to be held until the
end of any holding period.
Vested awards normally

exercisable/transferable within
six months of leaving although
the shares generally need to
be held until the end of any
holding period.
The Committee has the discretion

to remove or reduce the holding
on grounds of compassion.
Termination No entitlement. Vested award Vested award normally Vested award normally exercisable
for gross exercisable/transferable exercisable/transferable within six within six months of leaving.
misconduct or within six months of months of leaving the end of any Unvested award lapses.
other grounds leaving. holding period.
of fair dismissal
Unvested award lapses. Unvested award lapses.
Termination No entitlement if Vested award Vested award normally Vested award normally exercisable
due to employment ceases prior exercisable/transferable exercisable/transferable within six within six months of leaving.
resignation for to the completion of the within six months of months of leaving although the
another role performance period. leaving. shares must be held until the end Unvested award lapses.
of any holding period.
If employment ceases Unvested award lapses.
after the completion of Unvested award lapses.
the performance period If employment ceases
the maximum two-thirds after the completion of
EBS cash may be paid the performance period
subject to performance the one-third EBS
conditions being deferred share award
satisfied. will be forfeited.
Corporate Pro rata award subject to Vested and unvested Unvested award normally Unvested award normally
event (e.g. performance conditions awards exercisable/ pro-rated to reflect amount of pro-rated to reflect amount of
change in being satisfied. transferable on time elapsed between grant time elapsed between grant
control) corporate event. date and change of control as date and change of control as a
a proportion of the original proportion of the original vesting
vesting period. period.
Normally exercisable/transferable Normally exercisable on corporate

on corporate event if performance event if progress against strategy
condition has been satisfied. underpin has been satisfied.
Vested award normally Vested award normally exercisable

exercisable/transferable on on corporate event.
corporate event.
Any holding period will normally

cease to apply.
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)
(ii) settlement or compromise of any claim arising in connection with the termination of a director’s office or employment.
Payment of the leaver’s reasonable legal fees is also permissible.

External directorships
The Board and the Committee recognise the benefit the Group can obtain if executive directors serve as non-executive directors of
STRATEGIC REPORT
other companies. Subject to review in each case, the Board’s 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.
Remuneration policy for the chairman and non-executive directors

Table 6 summarises the remuneration policy for the Company’s chairman and non-executive directors.
Table 6: Remuneration policy for the Company’s chairman and non-executive directors
Component of
remuneration Fixed fees
Purpose and To attract and retain high-calibre individuals by offering market-competitive fixed fees commensurate with time
link to strategy commitment and responsibilities.
Operation Fees
All fees are paid in cash in arrears.
The chairman is paid a basic fee which is inclusive of all committee roles undertaken. This is normally reviewed annually
GOVERNANCE
by the Committee.
The non-executive directors are paid a basic fee and, if applicable, additional fees for chairmanship and membership
of the Board Committees. An additional fee may also paid be to: a director who serves as the senior independent
director; and, if one were to be appointed, the deputy chairman. These fees are normally reviewed annually by the
executive directors.
Fees are 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. Any changes to fees paid are normally
effective from 1 April. A review does not automatically give rise to an increase in fees.
Reviews take into account economic climate, market conditions, Company performance, pay and conditions across the
wider workforce, geographic footprint of operations, the non-executive director role, skills and remit, and the level of
salary increases made in the rest of the business.
The chairman and non-executive directors are not eligible for a pension, share incentives, annual bonus or any similar
payments other than out of pocket expenses in connection with the performance of their duties. No recovery provisions
apply to fees.
Expenses
Fees for the chairman are currently inclusive of normal travel expenses for travelling to and from the Group’s London
office. However, the Committee may pay such expenses separately 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) or other tax authorities. The Company may also meet the cost of
compliance with HMRC’s individual reporting requirements where the director is not resident in the UK.
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 a substanial growth in the size and complexity
of the Group or a 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
the limit as set out in the Company’s articles of association (as amended by shareholder approval from time to time).
Performance When determining fee increases the performance and time commitment of the non-executive directors is considered.
Implementation 2015/16 2016/17
With effect from 1 April 2015, the average increase to the With effect from 1 April 2016, the average increase
total annualised fees paid to the chairman and non-executive to the total annualised fees paid to the chairman and
directors was 2.4% compared with an average salary increase non-executive directors is 2.2% compared with an
for all employees of 3.3%. average salary increase for all employees of 2.4%.

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Remuneration report
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 annual re-election at
the Company’s AGM.
Table 7 summarises the dates of appointment and most recent re-election dates for the chairman and each of the non-executive directors.
Table 7: Dates of appointment and most recent re-election dates for the chairman and each of the non-executive directors
Date of appointment Date of last election/ Expiry of

Name of director as a non-executive director re-election at AGM current term
Catherine Bradley 9 June 2015 29 July 2015 9 June 2018
Fiona Clutterbuck 1
13 March 2007 29 July 2015 the 2017 AGM
Allan Cook 10 September 2009 29 July 2015 10 September 2018
Allister Langlands 4 September 2013 29 July 2015 4 September 2016
Thomas Leppert 1 October 2013 29 July 2015 1 October 2016
Raj Rajagopal 24 June 2008 29 July 2015 24 June 2017
Gretchen Watkins2 1 August 2015 n/a 1 August 2018
1. Fiona Clutterbuck’s tenure has been extended until the 2017 AGM, subject to re-election at the 2016 AGM.
2. Gretchen Watkins was appointed by the Board following the 2015 AGM. She will stand for election by the shareholders for approval at the AGM to be held on
2 August 2016.
Copies of letters of appointment for 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 Company’s registered office during normal business hours.
Recruitment of a chairman and non-executive directors

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 individual’s skills and experience. Any new non-executive directors will be paid in
accordance with fee levels in place at the time of their appointment.
Matters considered when determining remuneration policy for directors

Remuneration in the context of the wider Group
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.
In addition, Viewpoint, the Group’s annual employee staff engagement survey, seeks employee feedback on remuneration.
The executive remuneration framework set out in this report follows similar principles to those applied to the Group’s senior leadership
team 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 Remuneration Committee’s 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.
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 operational and senior leadership teams, 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-based employees are eligible to participate in the SIP.
As many of the Company’s 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.

Consideration of shareholder views in developing policy

The Committee regularly consults with shareholders including on matters relating to executive remuneration. The Committee first
STRATEGIC REPORT
contacted major shareholders, ISS, the Pensions and Lifetime Savings Association and the Investment Association in January 2016
regarding its review of remuneration policy, setting out its proposed changes and requesting feedback. Over the next few weeks a
number of meetings were held with investors and the feedback received from them and ISS was used by the Committee to develop its
proposals. Two key adjustments were made to our original proposals in response to the feedback we received during the consultation
process.
Our proposals included an increase to the shareholding guidelines for executive directors to reinforce their long-term alignment with
our shareholders, along with the introduction of a post-vesting holding period of two years. We originally proposed to align these
guidelines with the normal maximum LTIP opportunity in line with typical market practice (i.e. 150% of salary for the CEO, 150% for the
Group finance director and 125% for the Group HR director). Following engagement with shareholders these shareholding guidelines
have been further increased, to 200% of salary for all executive directors.
We also set out our intention that vesting of LTIP awards would be based on EPS growth (weighted 75%) and average operating
cash flow conversion (weighted 25%) over the performance period.
Operating cash flow conversion was selected as the additional performance metric for the LTIP on the basis that it is complementary
to EPS and is a core performance imperative in any consulting businesses. Strong future cash flows are also essential to the delivery of
our progressive dividend policy and to underpin growth, both organic and through value-enhancing acquisitions. This measure will be
GOVERNANCE
assessed in aggregate over the full three-year performance period to avoid any distortions arising from the performance in any one year.
During the consultation exercise a small number of shareholders, together with ISS, asked for clarity around the proposed LTIP cash flow
measure and sought assurances that it would not reward the same performance as the cash conversion measure which has been included
in the Company’s annual bonus scheme since 2013. The Committee reflected on these comments in parallel with an ongoing debate
within the business about the best way to measure and reward in-year cash flow performance and concluded that it was appropriate to
adjust the cash measure in the annual bonus for the year ending 31 March 2017 from a cash conversion target to one based on lock-up
days. Lock-up days is a measure of the number of days of revenue that the business has locked up in both debtors and unbilled work. It is
a key operational metric and provides strong line-of-sight for participants. Controlling lock-up days will require the Group
to drive cash receipts from clients for invoiced work and also to minimise the amount of unbilled work that it carries on its balance
sheet. We believe that this change will further enhance the differentiation between the cash performance measures in line with the
comments raised.

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Remuneration report
Annual remuneration report
Table of Contents
Single total figures of remuneration for 2015/16 – executive directors (audited) 95

Implementation of remuneration policy: executive directors 96
Share awards (audited) 103
Relative importance of spend on pay 104
Percentage change from 2015 to 2016 in remuneration of director undertaking the role of CEO 104
CEO pay for performance comparison over the last seven years 105
Payments to past executive directors (audited) 105
Payments for loss of office (audited) 106
Statement of directors’ shareholdings and share interests (audited) 106
Single total figures of remuneration for 2015/16 – chairman and non-executive directors (audited) 107
Implementation of remuneration policy: non-executive directors 108
Payments to past non-executive directors (audited) 108
Other information 109
This section of the Remuneration report sets out the Company’s remuneration of its executive and non-executive directors (including the
chairman) during the financial year ended 31 March 2016 and will, together with the annual statement from the Committee chairman, be
proposed for an advisory vote by shareholders at the AGM to be held on 2 August 2016. 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.

Single total figures of remuneration for 2015/16 – executive directors (audited)

Table 8 sets out in the required form the total remuneration paid for each of our executive directors for the financial year ended
STRATEGIC REPORT
31 March 2016.
Table 8: Total 2015/16 remuneration – executive directors
Fixed elements of reward Variable elements of reward
Taxable Vested LTIP Other

Salary benefits3 Pension 4 Sub total Annual bonus5 / LGU payments 8 Sub total Total
2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015/ 2014 2015 2014 2015 2014
/16 /15 /16 /15 /16 /15 /16 /15 /16 /15 /16 /15 16 /15 /16 /15 /16 /15
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
James
Cullens1 277.5 202.5 14.7 11.0 69.4 50.6 361.6 264.1 210.9 192.9 – – – – 210.9 192.9 572.5 457.0
Heath
Drewett 357.0 347.0 15.0 15.0 89.3 86.8 461.3 448.8 284.7 330.5 229.8 402.3 14.8 12.9 529.3 745.7 990.6 1,194.5
Alun
Griffiths2 n/a 81.3 n/a 4.8 n/a 9.8 n/a 95.9 n/a 79.8 n/a n/a n/a 20.7 n/a 100.5 n/a 196.4
Uwe
GOVERNANCE
Krueger 603.0 586.0 50.6 79.5 150.8 146.5 804.4 812.0 601.1 706.9 392.0 709.2 31.2 2.3 1,024.3 1,418.4 1,828.7 2,230.4
Total 1,237.5 1,216.8 80.3 110.3 309.5 293.7 1,627.3 1,620.8 1,096.7 1,310.1 621.8 1,111.5 46.0 35.9 1,764.5 2,457.5 3,391.8 4,078.3
1. James Cullens was appointed on 1 July 2014. The remuneration for 2014/15 relates to the period for which he held office.
2. Alun Griffiths retired on 30 July 2014. The remuneration for 2014/15 relates to the period for which he held office. In accordance with the Regulations, the
disclosed value in respect of Alun Griffiths’ LTIP awards granted on 13 August 2012, and exercised post-retirement, is reported in the payments to past executive
directors section (page 105).
3. 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 annum.
4. 25% of basic salary cash allowance.
5. Value of total bonus (two thirds cash and one third shares). Further detail on bonus payments is provided in tables 10 and 11.
6. The 2015/16 single figure includes values in respect of the 2013 LTIP and the first tranche of the 2012 LGU:
i The EPS performance condition attached to the 2013 LTIP awards has been met in part as outlined in table 13. The awards will vest on, and will be capable of
being exercised from, 24 June 2016. The disclosed value is based on the average mid‑market quotation of the Company’s shares for the three months ended
31 March 2016 (£13.7049) and includes the value of dividend equivalents which will be payable on the vesting date.
ii As outlined in table 13, the first of three equal tranches of the 2012 LGU award will fully vest on, and is capable of being exercised from, 13 August 2016. The
disclosed value is based on the difference between the average mid‑market quotation of the Company’s shares for the three months ended 31 March 2016
(£13.7049) and the six-month average share price at grant (£7.1869). There is no entitlement to dividends or dividend equivalents under the terms of the LGU.
The 2015/16 single figure will be restated in the 2016/17 Annual remuneration report to reflect the value of these awards on their respective vesting dates.
7. This relates to LTIP awards granted in 2012 which partially vested on 13 August 2015. The disclosed values reported in last year’s Annual remuneration report
were, in accordance with the Regulations, based on the average mid-market quotation of the Company’s shares for the three months ended 31 March 2015.
These figures, as required by the Regulations, have been restated to reflect the final value of the 2012 LTIP awards based on the Company’s share price at vesting
(£15.36). The disclosed value includes the value of dividend equivalents payable at vesting.
8. Other payments generally relate to dividend equivalent payments made following the exercise of a share award during the year which had been granted in
connection with a deferral of annual bonus under the terms of the Atkins Deferred Share Plan (DSP). In respect of Uwe Krueger, it also includes an aggregate tax-
free allowance of £39,000 for travel expenses incurred between his home and the UK during the first five years following his appointment (a direct replacement
for the rental allowance disclosed in 2011). This allowance ceased on 13 June 2016.

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Remuneration report
Annual remuneration report continued
Implementation of remuneration policy: executive directors
Salary
The percentage increases in salary for each executive director with effect from both 1 April 2015 and 1 April 2016 are set out in table 9
in accordance with the Company’s approved remuneration policy. Each percentage increase was below the average salary increase for all
employees across the Group in the same year (2016: 2.4%, 2015: 3.3%).
Table 9: Executive director salaries
Increase in
Increase in annualised
Salary from salary from Salary from salary from
Name 1 April 2016 2015/16 1 April 2015 2014/15
James Cullens £281,700 1.5% £277,500 2.8%
Heath Drewett £362,400 1.5% £357,000 2.9%
Uwe Krueger £612,000 1.5% £603,000 2.9%
Pension (audited)
Each executive director is entitled to receive a defined contribution pension contribution or a cash allowance in lieu of a pension
contribution. All executive directors received their 2015/16 pension benefit in the form of a cash allowance of 25% of basic salary as
shown in the single total remuneration figure table (table 8 (page 95)).
The maximum Company contribution to the defined contribution pension of other UK-based staff is 10% of salary (13% of salary for
those who previously received a final salary pension). James Cullens, Heath Drewett and Uwe Krueger, who were all appointed after the
final salary pension scheme closed to new entrants, receive higher cash allowances reflecting their roles as executive directors.
Annual bonus: 2015/16 performance against targets (audited)

The Committee’s assessment of performance in the financial year ended 31 March 2016 is shown in table 10 (page 97).

Table 10: Assessment of performance and bonus payout
STRATEGIC REPORT
Component Overview of performance
Group profit 2015/16 bonus targets Threshold Budgeted Stretch Actual
after tax Group profit after tax £95.9m £106.6m £110.9m £107.6m
(50%)
Payout level (% of maximum) 12.5% 50% 100% 62%
For bonus purposes, the Committee believes that underlying profit after tax is a more representative measure of performance,
removing certain items from the reported profit after tax that may give a distorted view of performance. The following items
have been removed from the Group’s reported profit after tax to determine the underlying profit after tax figure:
2016 2015
(£m) (£m)
Reported profit after tax 103.4 85.7
profit on sale of Woodcote Grove (6.5) –
amortisation of acquired intangible assets 3.9 4.4
net loss/(profit) on disposal of business 3.1 (0.3)
exceptional transaction costs 3.0 3.9
deferred acquisition payments 2.0 0.9
fair value adjustment on deferred acquisition consideration (1.3) –
GOVERNANCE
impairment of goodwill – 2.8
Underlying profit after tax 107.6 97.4
The adjusted result of £107.6m (2015: £96.3m, after removing the £1.1m benefit of the research and development expenditure
credit (RDEC) following early adoption of new rules in the UK) was above the challenging budgeted target resulting in a payout
of 62% (2015: 98%) for this element of annual bonus.
Cash 2015/16 bonus targets Threshold Budgeted Stretch Actual
conversion Half year cash conversion 4.5% 5.0% 11.3% 34.4%
(25%) Full year cash conversion 63.0% 70.0% 76.1% 78.6%
Payout level (% of maximum) 12.5% 50% 100% 100%
The cash conversion target measures operating cash flow as a percentage of budgeted profit.
The Group’s cash performance was very good. Operating cash flow was £116.5m (2015: £133.9m) with half year and full year
cash conversion results of 34.4% and 78.6% respectively.
This resulted in both the half year and full year stretch conversion targets (11.3% and 76.1% respectively) being exceeded
leading to the maximum 100% payment (2015: 100%) for this element of the bonus.
Personal James Cullens
objectives Payment of 80% achieved for:
(25%)
• successful delivery of an improved and consistent global recruitment programme, including a digital attraction strategy
• implementing succession plans for the executive directors, operational leadership team and the top 300 key roles and
introducing a new internal development programme
• ensuring that the right senior talent was recruited into the new Advisory business team, which is now creating new revenue
opportunities throughout the Group.
Heath Drewett
Payment of 95% achieved for:
• improving commercial oversight and enhancing support for major projects, in the US and UK in particular
• developing and agreeing with the trustee a long-term investment strategy for the Atkins Pension Plan
• full engagement on Group wide merger and acquisition initiatives
• development of new differentiated services.
Uwe Krueger
Payment of 95% achieved for:
• working with the Group HR director to successfully implement an executive succession plan for the top 300 key roles within
the Group
• ensuring two strategically important acquisitions (the projects, products and technology segment of EnergySolutions and
Howard Humphreys) were delivered successfully
• championing the new Advisory business team, creating new revenue opportunities for the Group.

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Remuneration report
Annual bonuses payable to the executive directors for the financial year ended 31 March 2016 are shown in table 11. Two thirds of the
payment to current directors will be payable in cash and one third will be deferred into shares for three years via the DSP, subject to
continued employment and malus and clawback provisions.
Table 11: Annual bonuses
2015/16 bonus Increase/ 2014/15 bonus Increase/

(decrease) in (decrease) in
annualised annualised
% of bonus from % of bonus from
Name Cash Deferred Total salary prior year Cash Deferred Total salary prior year
James Cullens1 £140,600 £70,300 £210,900 76.0 (18.0)% £128,587 £64,294 £192,881 95.3 n/a
Heath Drewett £189,805 £94,903 £284,708 79.8 (13.9)% £220,345 £110,173 £330,518 95.3 (0.1)%
Uwe Krueger £400,744 £200,372 £601,116 99.7 (15.0)% £471,242 £235,621 £706,863 120.6 3.3%
1. J ames Cullens was appointed to the Company on 1 July 2014. His annual bonus for 2014/15 relates to the period for which he held office. To ensure a like for like
comparison the decrease in his annualised bonus compares the full year bonus paid to him for the year ended 31 March 2016 with an equivalent full year bonus for
the year ended 31 March 2015 (£257,175).
Annual bonus: 2016/17 performance targets

The Committee has determined that the bonus for the 2016/17 financial year will operate on similar terms to 2015/16. 50% of the bonus
will be based on Group profit after tax performance, a further 25% on a cash measure and the remaining 25% on individual objectives
aligned to key strategic areas for each executive director. Following shareholder consultation in relation to the Company’s long-term
incentive arrangements, the Committee has changed the cash measure to one based on lock-up days. Lock-up days is a measure of the
number of days of revenue that the business has locked up in both debtors and unbilled work. It is a key operational metric and this
change further enhances the differentiation between the EBS cash performance measure and that proposed for the new LTIP.
50% of the maximum opportunity will be paid for meeting the budgeted profit after tax and lock-up days targets and 100% for meeting
the stretch targets. The profit after tax and cash conversion targets are considered commercially sensitive so will not be disclosed in
advance, although it is the Committee’s intention to disclose these and an assessment of performance against these targets in next year’s
report.
Table 12 (page 99) provides the headline strategic areas under which personal 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 Committee’s assessment of performance against the underlying targets in next year’s report.

Table 12: Strategic areas included in 2016/17 annual bonus
Name Strategic area
STRATEGIC REPORT
James Cullens • deliver segmented, diverse talent through an optimised and social recruitment strategy
• design and deliver a Group-wide assessment programme to find and develop talent below senior executive level
throughout the Company
• implement succession plans for non-executive directors and further development of those in place for senior executive roles
• develop client value propositions in order to increase business growth.
Heath Drewett • negotiate with the Atkins Pension Plan trustee to secure successful agreement of the terms of the triennial pension valuation
• review the Group’s funding position to ensure the Company is able to take advantage of potential new business
opportunities
• develop and support US divisional finance leadership team
• lead the external auditor transition process.
Uwe Krueger • increase new business revenue opportunities
• develop and support US leadership team with a focus on key accounts and strategic pursuits
• support succession plan development for senior executive roles
• support growing Advisory business ensuring that appropriate resource is available to secure new business opportunities.
GOVERNANCE
LTIP and LGU outcomes in 2015/16 (audited)
The long-term incentive values shown in the single total remuneration figure table (table 8 (page 95)) relate to:
• LTIP awards granted in 2013 and for which the performance period was 1 April 2013 to 31 March 2016
• the first of three equal tranches of the LGU award granted in 2012 which will vest on, and is capable of being exercised from,
13 August 2016.
The EPS performance targets and vesting levels for the LTIP awards granted in 2013 are set out in table 13 (page 100). The Committee
adjusted the underlying diluted EPS as at 31 March 2013 as a consequence of the changes to IAS 19 to ensure that the underlying diluted
EPS was measured consistently during the performance period and to facilitate a like for like comparison. This adjustment reduced the
underlying diluted EPS as at 31 March 2013 from 90.0p to 85.9p.
In determining the underlying diluted EPS as at 31 March 2016, the Committee considered those same items that could give a distorted
view of performance as were considered for the purposes of bonus calculations. In all cases its treatment was consistent with that applied
in relation to the bonus. The Group’s underlying diluted EPS also includes the benefit of the new UK RDEC tax credit regime. To ensure
a consistent treatment with the underlying diluted EPS as at 31 March 2013, the Committee removed the positive impact in the year
ended 31 March 2016 of the change to the new RDEC regime (1.3p). Overall, these adjustments increased the reported diluted EPS as at
31 March 2016 for LTIP vesting purposes from 103.0p to 105.9p. Accordingly, the actual vesting percentage for the LTIP awards granted
in 2013 is 48%.

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Remuneration report
Table 13: Vesting of 2013 LTIP awards and first tranche of 2012 LGU awards (audited)
a) 2013 LTIP awards Target for vesting

EPS condition Threshold Maximum Actual
EPS growth1 5% compound p.a. 12% compound p.a. 7.2% compound p.a.
EPS growth over the performance period 15.8% 40.5% 23.3%
Vesting level 25% 100% 48%
In determining the LTIP outcome the Committee concluded that:
• EPS growth over the performance period had been suitably underpinned by cash generation
• no significant acquisitions were completed in the performance period for which it was necessary to adjust vesting
• inflation during the performance period has not had a significant effect on the level of challenge presented by the targets
• it was not appropriate to apply malus provisions.
1. EPS adjusted to remove the impact of non-underlying and other one-off items and also changes due to IAS19 to enable a like for like comparison.
Estimated Value of
Estimated value of dividend
share price LTIP award equivalents Estimated
LTIP award Vesting Vested on vesting on vesting on vesting total LTIP
Name granted % award date1 date date value
Heath Drewett 25,808 48 12,387 £13.7049 £169,763 £12,876 £182,639
Uwe Krueger 43,644 48 20,949 £13.7049 £287,104 £21,776 £308,880
1. The estimated value is based on the average mid-market quotation of the Company’s shares for the three months ended 31 March 2016, in accordance with
the Regulations.
b) 2012 LGU awards

Strategic measures Overview of performance
Group operating margin During the performance period, the Group’s operating margin has increased from 6.5% to 8.0% in line with our
strategic objectives.
Geographical split of revenue While investment, particularly from acquisitions, has focused outside the UK, the good performance of the UK
itself means that it has continued to play an important part in the Group’s development.
Growth Revenue from continuing businesses (excluding disposals) grew from £1.4bn in 2011/12 to £1.9bn in 2015/16
(6.7% p.a.).
Group’s financial performance The Company’s strong share price growth during the performance period is underpinned by significant earnings
growth (9.9% p.a.).
Malus provisions To the best of the Committee’s knowledge, there have not been any circumstances which would justify
the application of the malus provisions.
Vesting % 100%. The LGU is a growth plan linked to share price appreciation. Payments are directly proportional to the
share price growth achieved and the plan has no value to participants if no growth is achieved.
Estimated
1st tranche of average
2012 LGU units share price
(vests on on vesting LGU base Estimated
Name 13 August 2016) Vesting % Vested Units date1 value LGU value2
Heath Drewett 7,235 100 7,235 £13.70492 £7.1869 £47,158
Uwe Krueger 12,754 100 12,754 £13.70492 £7.1869 £83,131
1. The estimated value is based on the average mid-market quotation of the Company’s shares for the three months ended 31 March 2016, in accordance with
the Regulations.
2. The estimated LGU value is the difference between the LGU base value and the estimated average share price on the vesting date.

LTIP, LGU and DSP awards in 2015/16 (audited)

Executive directors were granted a LTIP award of 75% of salary. The vesting of these awards is subject to the EPS targets described in
STRATEGIC REPORT
table 14.
Table 14: LTIP performance measure for awards made in 2015 (audited)
Atkins’ EPS growth % of award that vests

12% or greater per annum 100
Between 5% and 12% per annum Pro rata between 25 and 100 on a straight line basis
5% per annum 25
Below 5% per annum 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 2015 to 31 March 2018.
Executive directors were also granted a LGU award of 50% of salary. The vesting of each tranche of this award is subject to the
Committee’s assessment of the Group’s progress against its strategy. This will include:
• margins over the longer term
GOVERNANCE
• geographic balance
• growing organically and through acquisition.
One third of annual bonuses payable to the executive directors for the year ended 31 March 2015 was deferred via the DSP.
LTIP, LGU and DSP awards were all granted on 25 June 2015. In accordance with the rules and terms of each plan, the LTIP and
DSP awards will vest on the third anniversary of the date of grant, however, the LGU awards will vest on the fourth, fifth and sixth
anniversaries of the date of grant in three equal tranches.
LTIP, LGU and DSP awards granted during the year are set out in table 15.
Table 15: LTIP, LGU and DSP awards made during the year (audited)
Threshold Stretch
Face value performance performance End of
(% of basic Face value (% of face (% of face performance
Plan Date of grant salary) (£) value) value) period
James Cullens DSP1 25/06/15 23% £64,287 n/a n/a n/a
LTIP 2
25/06/15 75% £208,112 25% 100% 31/03/18
LGU3 25/06/15 50% £138,746 16.7% 33.3% 31/03/19
to 31/03/21
Heath Drewett DSP1 25/06/15 31% £110,159 n/a n/a n/a
LTIP 2
25/06/15 75% £267,749 25% 100% 31/03/18
LGU3 25/06/15 50% £178,500 16.7% 33.3% 31/03/19
to 31/03/21
Uwe Krueger DSP1 25/06/15 39% £235,613 n/a n/a n/a
LTIP 2
25/06/15 75% £452,237 25% 100% 31/03/18
LGU3 25/06/15 50% £301,488 16.7% 33.3% 31/03/19
to 31/03/21
1. T he DSP awards have been granted in the form of nil-cost options and represent the deferral of one-third of the annual bonus for the financial year ended
31 March 2015. The face value has been calculated using the middle market quotation for an Atkins ordinary share on 24 June 2015, the day immediately
preceding the date of grant, which was £15.45. The stated values exclude any amount attributable to dividend equivalents.
2. The LTIP awards have been granted in the form of nil-cost options. The face value has been calculated using the middle market quotation for an Atkins ordinary
share on 24 June 2015, the day immediately preceding the date of grant, which was £15.45. The stated values exclude any amount attributable to dividend
equivalents over the relevant performance period.
3. The LGU awards are granted in the form of units where the value of the LGU is dependent on sustained long-term share price growth. The 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 25 June 2015 date
of grant, which was £13.59585. Given the value of the LGU is dependent on share price growth, the percentage of face value for stretch performance has been
valued in a manner consistent with the guidance issued by the GC100 and the Financial Reporting Council's Financial Reporting Lab, namely assuming units are
worth 33% of their initial face value. The target performance face value is assumed to be 50% of stretch performance face value.

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Remuneration report
LTIP awards to be granted in 2016/17
Figure 3: Long-term incentive framework as determined from our remuneration principles
Our remuneration principles

Deliver our
strategy and Pay no
shareholder Simple and Reward Incentivise more than
Long-term incentive value transparent performance talent necessary
Performance conditions are clear, simple and strategically
aligned which will drive long-term performance P P P P
Aligned to shareholder interests over the long-term P
Simple with emphasis on long-term performance P P
Quantum of awards aligned to the market which are sufficient
to retain and recruit executive talent P P
At the 2016 AGM, shareholders will be asked to approve a new remuneration policy and revised rules for the LTIP as outlined in the future
policy table (table 2 (page 84)). If approved by shareholders, the Committee intends to grant LTIP awards of 150% of salary to both Uwe
Krueger and Heath Drewett and 125% of salary to James Cullens. The vesting of awards granted under the terms of the LTIP will be
determined by two performance measures as set out in table 16.
Table 16: LTIP performance measures for awards made in 2016
EPS growth Operating cash flow conversion

(75% weighting) (25% weighting) % of award that vests
12% or greater per annum 98% or more 100
Between 5% and 12% per annum Between 83% and 98% Pro rata between 25 and 100 on a straight line basis
5% per annum 83% 25
Below 5% per annum Below 83% 0
EPS growth: Underlying diluted EPS is the primary metric for measuring and rewarding the delivery of our growth agenda over the
medium to long term. The underlying diluted EPS for the year ended 31 March 2016 was 107.3p.
Cash conversion: Cash flow is a key strategic measure which is essential to deliver the Company’s progressive dividend policy and
to underpin growth, both organic and through value-enhancing acquisitions. Cash flow also offers a good performance link with the
operational excellence pillar of our strategy which is focused on the quality of earnings.
Both malus and clawback provisions will be applied to the new LTIP as set out in the remuneration policy (page 87). The Committee
believes that these performance targets are appropriate and stretching in the current environment. Performance against these targets will
be measured from 1 April 2016 to 31 March 2019 and, in determining the level of vesting, the Committee will give consideration to:
• the impact of any significant acquisitons or disposals in the performance period

• for EPS growth, the impact of inflation during the performance period if it deems that this has had a significant impact on the level of
challenge presented by the targets
• for cash conversion, the overall level of business performance.
In considering these factors, the Committee may reduce the level of vesting.
All employee share plans

All executive directors currently participate in the SIP.

hare awards (audited)

S
Tables 17 and 18 (page 104) set out details of the executive directors’ interests in relation to share awards made under each of the
STRATEGIC REPORT
Company’s share plans.
Table 17: Directors’ share awards and long-term incentives – DSP and LTIP (nil-cost options)
Number
Number of shares First date
of shares under Market Mid-market of exercise/ Date of
under option at price on price at date Gain on end of lapse/
Plan Award option at 31 March exercise of grant exercise performance expiry of
name 1 date 1 April 2015 Granted Exercised Lapsed 2016 (pence) (pence) (£) condition option
2
James Cullens LTIP 17/11/14 15,564 – – – 15,564 1303.0 26/06/17 4 17/11/24
25/06/15 – 13,470 – – 13,470 1557.0 25/06/18 25/06/25
DSP 25/06/15 – 4,161 – – 4,161 1557.0 25/06/18 25/06/25
Total 15,564 17,631 – – 33,195 –
Heath Drewett LTIP 2 13/08/12 3 35,082 – (24,557) (10,525) – 1597.00 670.0 392,175 13/08/15 13/08/22
24/06/13 25,808 – – – 25,808 973.0 24/06/16 24/06/23
17/11/14 20,003 – – – 20,003 1303.0 26/06/17 4 17/11/24
GOVERNANCE
25/06/15 – 17,330 – – 17,330 1557.0 25/06/18 25/06/25
DSP 02/07/12 11,002 – (11,002) – – 1597.00 688.5 175,702 02/07/15 02/07/22
24/06/13 10,549 – – – 10,549 973.0 24/06/16 24/06/23
17/11/14 8,443 – – – 8,443 1303.0 26/06/17 4 17/11/24
25/06/15 – 7,130 – – 7,130 1557.0 25/06/18 25/06/25
Total 110,887 24,460 (35,559) (10,525) 89,263 567,877
Uwe Krueger LTIP 2 13/08/12 3 61,844 – (43,290) (18,554) – 1597.00 670.0 691,341 13/08/15 13/08/22
24/06/13 43,644 – – – 43,644 973.0 24/06/16 24/06/23
17/11/14 33,781 – – – 33,781 1303.0 26/06/17 4 17/11/24
25/06/15 – 29,271 – – 29,271 1557.0 25/06/18 25/06/25
DSP 02/07/12 19,078 – (19,078) – – 1597.00 688.5 304,676 02/07/15 02/07/22
24/06/13 21,892 – – – 21,892 973.0 24/06/16 24/06/23
17/11/14 17,471 – – – 17,471 1303.0 26/06/17 4 17/11/24
25/06/15 – 15,250 – – 15,250 1557.0 25/06/18 25/06/25
Total 197,710 44,521 (62,368) (18,554) 161,309 996,017
Aggregate gains on share options 2016 1,563,894
Aggregate gains on share options 2015 1,152,755
1. T he awards granted under the terms of the LTIP and DSP are structured as options for which the exercise price is nil.
2. S ubject to performance criteria described in note 33 to the Financial Statements (page 185).
3. The 2012 LTIP award, which was subject to an earnings per share (EPS) condition, partially vested (70%), as disclosed in last year's Annual Report.
4. LTIP and DSP share awards are normally granted in June/July each year. However, it was not possible to grant share awards in June/July 2014 due to the
Company being in a prohibited period at that time. When the awards were granted on 17 November 2014, the Committee agreed that, in accordance with
the rules and terms of the share plans, the vesting date would be on 26 June 2017, which would have been the scheduled vesting date had it been possible to
make the awards as originally intended.

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Remuneration report
Table 18: Directors’ long-term incentives – LGU Plan (units)
Mid-
Number of market First date
Number of units under Market price at of exercise/ Date of
units under option at price on date of Gain on end of lapse/
Plan Award option at 31 March exercise grant exercise performance expiry of
name 1 date 1 April 2015 Granted Exercised Lapsed 2016 (pence) (pence) (£) condition option
James Cullens LGU 2 17/11/14 10,162 – – – 10,162 1303.0 17/11/18 17/11/24

25/06/15 – 10,205 – – 10,205 1557.0 25/06/19 25/06/25
Total 10,162 10,205 – – 20,367 –
Heath Drewett LGU 2 13/08/12 21,705 – – – 21,705 670.0 13/08/16 13/08/22
24/06/13 19,336 – – – 19,336 973.0 24/06/17 24/06/23
17/11/14 13,061 – – – 13,061 1303.0 17/11/18 17/11/24
25/06/15 – 13,129 – – 13,129 1557.0 25/06/19 25/06/25
Total 54,102 13,129 – – 67,231 –
Uwe Krueger LGU 2 13/08/12 38,263 – – – 38,263 670.0 13/08/16 13/08/22
24/06/13 32,699 – – – 32,699 973.0 24/06/17 24/06/23
17/11/14 22,057 – – – 22,057 1303.0 17/11/18 17/11/24
25/06/15 – 22,175 – – 22,175 1557.0 25/06/19 25/06/25
Total 93,019 22,175 – – 115,194 –
Aggregate gains on
units 2016 –
Aggregate gains on
units 2015 –
1. Awards granted under the terms of the LGU.

2. The awards granted under the terms of the LGU are structured as units and are subject to a strategic underpin as described in note 33 to the Financial Statements
(page 185).
Relative importance of spend on pay

Table 19 sets out total employee costs and distributions to shareholders for the years ended 31 March 2015 and 31 March 2016.
Table 19: Relative importance of spend on pay
2015/16 2014/15
£m £m % change
Total employee costs (including directors) 1
1,095.3 940.8 16.42
Distributions to shareholders2 36.2 33.4 8.38
1. Total employee benefit costs represents amounts included in note 6 to the Financial Statements (page 142). The increase relates principally to exchange rate
fluctuations and employee costs following acquisitions.
2. Distributions to shareholders include the total dividends paid in respect of each financial year.
Percentage change from 2015 to 2016 in remuneration of director undertaking the role of CEO
Table 20 shows the change in remuneration, from 2015 to 2016, of the CEO and a comparator group consisting of all UK employees.
Table 20: Change in CEO’s remuneration compared to UK employees
% change in % change in % change in

salary taxable benefits annual bonus
CEO 1.49% (36.45)%2 (14.96)%
Comparator group: UK employees1 3.39% 10.91% (1.37)%
1. T he comparator group consists of all UK-based employees within the Atkins Group excluding the CEO. This comparator group has been chosen for the purpose of
this comparison as the CEO is employed in the UK.
2. The reason for the significant reduction in the CEO’s taxable benefits is that taxable benefits received in the year ended 31 March 2015 included the settlement of
professional fees incurred in prior years following the receipt of invoices during the year.

CEO pay for performance comparison over the last seven years
Figure 4 provides a comparison of the Company’s total shareholder return (TSR) with that of the FTSE 250 Index, based on an initial
STRATEGIC REPORT
investment of £100 over the seven-year period ended 31 March 2016. This index is currently considered to be 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 seven-year period.
Figure 4: Total shareholder return
400
Atkins – Total return

FTSE 250 – Total return
300
200
GOVERNANCE
100
Source: Datastream
0
2009 2010 2011 2012 2013 2014 2015 2016
Table 21 summarises the total remuneration for the CEO over the same seven-year period, as well as showing the outcomes of short- and
long-term incentive plans as a percentage of maximum.
Table 21: Remuneration for the CEO over the last seven years
Financial year 2009/10 2010/11 2011/12 2011/12 2012/13 2013/14 2014/15 2015/16
CEO KEFC KEFC KEFC 1

UK 1
UK UK UK UK
Total remuneration (single figure) £000 1,072.0 932.4 289.4 986.8 1,387.8 2,139.4 2,230.42 1,828.73
Annual bonus £000
382.5 378.7 102.1 394.9 639.4 684.5 706.9 601.1
(% of maximum) 100.0 86.5 70.0 71.8 93.0 96.7 96.5 79.8
Long-term variable pay (% of maximum) – LTIP 45.7 – – n/a n/a 68.7 70.0 48.0
Long-term variable pay (% of maximum) – LGU n/a n/a n/a n/a n/a n/a n/a 100.0
1. Keith Clarke (KEFC) retired from the Company on 31 July 2011 and Uwe Krueger (UK) was appointed to the Company on 14 June 2011.
2. Total remuneration (single figure) for 2014/15 includes £709,198 in respect of the 2012 LTIP award. The disclosed value reported in last year’s Annual remuneration
report was, in accordance with the Regulations, based on the average mid-market quotation of the Company’s shares for the three months ended 31 March 2015.
This figure, as required by the Regulations, has been updated to reflect the final value of the 2012 LTIP award based on the Company’s share price at vesting and
includes the value of dividend equivalents paid on the vesting date (£44,264).
3. Total remuneration (single figure) for 2015/16 includes £308,880 in respect of the 2013 LTIP award and £83,131 in respect of the first tranche of the 2012 LGU
award:
(i) The LTIP award vests on, and will be capable of being exercised from, 24 June 2016. The disclosed value is based on the average mid‑market quotation of
the Company’s shares for the three months ended 31 March 2016 and includes the value of dividend equivalents which will be payable on the vesting date
(£21,776). The final value of the 2013 LTIP award will be calculated on the basis of the Company’s share price at vesting.
(ii) The first of three equal tranches of the 2012 LGU award vests on, and will be capable of being exercised from, 13 August 2016. The disclosed value is based on
the difference between the average mid‑market quotation of the Company’s shares for the three months ended 31 March 2016 (£13.7049) and the six-month
average share price at grant (£7.1869). There is no entitlement to dividends or dividend equivalents under the terms of the LGU. The final value for the first
tranche of the 2012 LGU award will be calculated on the difference between the six-month average share price at vesting and at grant.
Payments to past executive directors (audited)

Alun Griffiths, who retired as a director on 30 July 2014, retained pro rata entitlements to share awards granted under both the LTIP
and the LGU, subject to performance. Under the LTIP, in accordance with the plan rules, 11,698 shares vested on 13 August 2015 with
a disclosed value of £191,642. This has been calculated based on the share price at vesting, in accordance with the Regulations. The
disclosed value also includes the value of dividend equivalents payable on the vesting date.

106
Remuneration report
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
In accordance with the existing remuneration policy, executive directors are ordinarily expected to build up an interest in the Company’s
shares equivalent to 100% of basic salary within a five-year period. Heath Drewett and Uwe Krueger exceed the Company’s current
100% of basic salary share ownership target. James Cullens, who was appointed on 1 July 2014, is expected to satisfy the salary
share ownership target within five years of his appointment. There are no shareholding requirements for the chairman or the
non-executive directors.
The interests of the directors and their families in the ordinary shares of 0.5p each in the Company as at 31 March 2016 are shown in
tables 22 and 23.
Directors’ interests in shares of the Company (audited)

Table 22: Executive directors’ interests in shares of the Company
Share
ownership
guideline
requirement
as a As a As a As a
percentage of At 15 June percentage of At 31 March percentage of At 31 March percentage of
salary 20163 salary2 2016 salary2 2015 salary2
James Cullens1 100% 139 0.7% 105 0.6% – 0%
Heath Drewett 100% 54,850 212.5% 54,816 222.4% 35,858 136.7%
Uwe Krueger 100% 51,155 133.1% 51,120 135.1% 59,627 132.1%
Total 106,144 106,041 95,485
1. James Cullens was appointed on 1 July 2014.

2. Based on the value of such shares at the time of their acquisition or market value at the stated date, whichever is higher.
3. Changes in interests for all the executive directors between 31 March 2016 and 15 June 2016 relate to shares acquired through their participation in the SIP.
Subject to approval by shareholders of the new remuneration policy at the AGM to be held on 2 August 2016, the shareholding
ownership guideline requirement will increase to 200% of basic salary. This is expected to be achieved within five years following
shareholder approval.
Table 23: Chairman and non-executive directors’ interests in shares of the Company
At 15 June At 31 March At 31 March

2016 2016 2015
Catherine Bradley1 – – n/a
Fiona Clutterbuck 4,146 4,146 4,146
Allan Cook 21,442 21,442 17,142
Allister Langlands 5,000 5,000 5,000
Thomas Leppert 2,676 2,676 –
Raj Rajagopal 5,000 5,000 5,000
Gretchen Watkins2 – – n/a
Total 38,264 38,264 31,288
1. Catherine Bradley was appointed on 9 June 2015.

2. Gretchen Watkins was appointed on 1 August 2015.

Single total figures of remuneration for 2015/16 – chairman and non-executive directors (audited)
Table 24 sets out in the required form the total remuneration earned by our chairman and non-executive directors for the financial year
STRATEGIC REPORT
ended 31 March 2016.
Table 24: Total 2015/16 remuneration – chairman and non-executive directors
Fees Taxable benefits 4 Total

2015/16 2014/15 2015/16 2014/15 2015/16 2014/15
£000 £000 £000 £000 £000 £000
Chairman
Allan Cook 207.0 202.5 0.5 1.1 207.5 203.6
Non-executive directors
Catherine Bradley1 39.5 n/a – n/a 39.5 n/a
Fiona Clutterbuck 58.5 57.0 – – 58.5 57.0
Allister Langlands 56.0 51.5 5.4 9.9 61.4 61.4
Thomas Leppert 49.0 46.7 9.4 3.4 58.4 50.1
Raj Rajagopal 57.0 55.5 – – 57.0 55.5
GOVERNANCE
Gretchen Watkins2 30.0 n/a 2.1 n/a 32.1 n/a
Former non-executive directors
Rodney Slater3 n/a 15.8 n/a 2.6 n/a 18.4
Total 497.0 429.0 17.4 17.0 514.4 446.0
1. Catherine Bradley was appointed on 9 June 2015. This remuneration relates to the period for which she held office.
2. Gretchen Watkins was appointed on 1 August 2015. This remuneration relates to the period for which she held office.
3. Rodney Slater retired from the Board on 30 July 2014. This remuneration relates to the period for which he held office.
4. Includes business expenses chargeable to income tax.
The total amount of fees paid to the chairman and non-executive directors was £497.0k (2015: £429.0k) which is within the limit of
£600k per annum set in the Company’s articles of association, which have been previously approved by shareholders. A resolution will be
considered at the AGM to be held on 2 August 2016 proposing the limit for the fees paid to the chairman and non-executive directors be
increased to £750k per annum.
The current limit has been in place since 2008 and, although it is anticipated that the fees paid in 2016/17, as show in table 25 (page 108),
will be below the current limit, it is important to retain sufficient flexibility for the future. The actual fees paid to the chairman and
non-executive directors, which are expected to be well below the new limit for the foreseeable future, will be disclosed in the Annual
remuneration report, which is subject to an annual shareholder advisory vote.

108
Remuneration report
Implementation of remuneration policy: non-executive directors
Fees
The Board, on the recommendation of the executive directors, approved the changes to the fees paid to non-executive directors set out in
table 25:
Table 25: Chairman and non-executive directors’ annualised fees
Basic annual fee Committee chairman fees Committee membership fees Total annualised fees
%
Paid Paid increase
2016/17 2015/16 roles3 2016/17 2015/16 roles3 2016/17 2015/16 2016/17 2015/16 in fees
Chairman
Allan Cook1 £210,500 £207,000 n/a n/a n/a n/a n/a n/a £210,500 £207,000 1.7%
Non-executive
directors
Catherine Bradley £46,000 £45,000 – – – 1 £4,200 £4,000 £50,200 £49,000 2.4%
Fiona Clutterbuck 2
£51,650 £50,500 1 £8,200 £8,000 1 £4,200 £4,000 £64,050 £62,500 2.5%
Allister Langlands £46,000 £45,000 1 £8,200 £8,000 1 £4,200 £4,000 £58,400 £57,000 2.5%
Thomas Leppert £46,000 £45,000 – – – 1 £4,200 £4,000 £50,200 £49,000 2.4%
Raj Rajagopal £46,000 £45,000 – – – 2 £8,400 £8,000 £54,400 £53,000 2.6%
Gretchen Watkins £46,000 £45,000 – – – 1 £4,200 £4,000 £50,200 £49,000 2.4%
Total £492,150 £482,500 £16,400 £16,000 £29,400 £28,000 £537,950 £526,500 2.2%
1. The basic annual fee for the Chairman is inclusive of all committee roles he undertakes.
2. Fiona Clutterbuck’s basic annual fee includes an additional fee of £5,650 (2015/16: £5,500) to reflect the additional responsibilities of her role as senior
independent director.
3. Based on committee membership as at 15 June 2015. No fee is paid in respect of chairmanship or membership of the Nomination Committee.
The average increase to the total annualised fees paid to the chairman and non-executive directors with effect from 1 April 2016 is 2.2%
compared with the 2.4% average salary increase for all employees across the Group. The non-executive directors’ fees includes a 5%
increase in the committee membership fees, which is the first since 1 April 2012.
Payments to past non-executive directors (audited)

Lord Boyce retired from the Board on 31 July 2013. Rodney Slater retired from the Board on 30 July 2014. Both continue to provide
consultancy services to the Group.

Other Information
The Remuneration Committee 
STRATEGIC REPORT
The Remuneration Committee is a committee of the Board. Its terms of reference are available on the Company’s website
www.atkinsglobal.com/investors_remuneration or on request from the company secretary. The Committee has responsibility for
setting remuneration policy and structure for the Company’s chairman and executive directors. The Committee also has oversight of
remuneration practices across the Group.
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 Committee’s standing agenda items are aligned to the Group’s
reward communication programme. Each April employees receive confirmation of their remuneration for the year ahead. Notification
of bonus payments follows the announcement of the Group’s 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 table 26.
Table 26: Key matters discussed during the year
Theme Agenda items

Best practice • Consideration of latest remuneration best practice guidance
• Review of the Committee’s remuneration advisor and fees concluding with the subsequent appointment of Mercer
GOVERNANCE
• Introduction of clawback policy for annual bonus, LTIP and LGU awards, in line with Code requirements
Directors’ and • Consideration and approval of bonus scheme payments to the executive directors for 2014/15
company secretary’s
• Interim review of executive directors’ performance against personal performance targets for 2015/16
remuneration
• Consideration of EBS structure and financial targets for 2016/17
• Consideration and approval of executive directors' personal performance targets for 2016/17 bonus
• Consideration and approval of remuneration, bonus principles and quantum for the executive directors and company
secretary for 2016/17
• Consideration of LTIP performance conditions, including performance targets, for awards to be granted in 2016/17
• Consideration and approval of the chairman’s fee for 2016/17

Employee • Consideration of remuneration practice for Group employees
remuneration
• Review of bonus scheme payments to the senior leadership team for 2014/15
(including senior
management) • Consideration of 2015/16 cash conversion targets for senior management under the EBS
• Review of remuneration, bonus principles and quantum for the senior leadership team for 2016/17
Share plans • Consideration of proposed revised LTIP subject to shareholder approval at 2016 AGM
• Consideration and approval of performance condition outturn in respect of LTIP awards granted during 2012
• Consideration and approval of adjustments made to ensure that the EPS performance condition is measured on the
same accounting basis during the respective performance period for LTIP awards
• Consideration and approval of 2015 share plan awards
• Review of share plan hedging arrangements and dilution
• Performance monitoring of LTIP awards
• Approval of non-material share plan administration and rule changes

Reporting • Annual review of executive directors’ shareholdings and expenses for 2014/15
• Annual review of the chairman’s expenses for 2014/15
• Consideration and approval of the remuneration report for 2014/15

110
Remuneration report
Committee membership
The Committee met five times during the year (2015: five). The independent non-executive directors who served on the Committee
during the year and their attendance at meetings is shown in the Corporate governance report (page 62). Gretchen Watkins joined the
Committee on 1 June 2016. Fiona Clutterbuck became acting chairman on 14 June 2016, succeeding Raj Rajagopal.
Committee meetings are attended by the Group HR director. The chairman of the Board, the CEO and the Group reward director 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 was supported by Mercer Limited (Mercer) which is a signatory to the Remuneration Consultants Group
Code of Conduct. In addition, the Committee received advice from both Ashurst and Tapestry on legal matters. Table 27 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.
Following a competitive review and selection process, the Committee appointed Mercer to replace Towers Watson Limited as its advisor
during the year. Mercer's acquisition of Kepler Associates has provided increased experience of FTSE 100 and FTSE 250 remuneration
committee advisory work which the Committee can draw upon. Each year the Committee assesses the advice it has received and is
satisfied that the advice received during the year has been objective and independent.
Table 27: Advisors to the Committee
Advisor Services provided Fees Fee basis Other services provided to the Group
Mercer Advice on remuneration policy and £55,645 Both fixed fee Supporting management, with the approval of the
structure including independent advice and time plus Committee, on matters relating to:
on proposed LTIP and performance expenses basis
• remuneration and benefits for senior management
conditions
and the wider workforce
• talent management (below executive director level).
Ashurst Legal services, principally assisting £1,660 Time plus Ashurst is one of a number of legal firms that provide
with the drafting of last year’s expenses legal advice and services to the Company on a range of
Remuneration report matters.
Tapestry Legal services, principally the drafting £2,766 Time plus Tapestry provides legal advice in relation to our
of the clawback provisions for the EBS, expenses share plans.
LTIP and LGU
The Committee also consulted the chairman of the Board, the CEO, the Group HR director, the company secretary and the Group reward
director regarding remuneration policy.
Dilution
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.
In line with best practice, the Committee ensures that the number of new ordinary shares issued in any 10-year period does not exceed
10% of the Company’s issued share capital under all the Company’s share plans and does not exceed 5% under the LTIP, the LGU and
any other executive share plan of the Company (executive schemes).
At 31 March 2016, the EBT held 2,606,304 shares (2015: 2,730,695) to hedge outstanding awards over 3,328,913 shares
(2015: 3,985,588) and 509,437 units (2015: 451,420). Using an approximation of one unit to one share, at this date the EBT held shares
to satisfy 68% (2015: 62%) of all outstanding awards. In addition, as at 31 March 2015, 213,461 shares (2015: 213,461) were held in a
separate EBT which are available to satisfy future awards granted under an all-employee share plan arrangement. No new issue shares
have been used to satisfy share awards since 2005 and, to date, no treasury shares have been used.

Outside appointments for executive directors

Uwe Krueger is currently a non-executive director of the companies listed in table 28 and retains the fees payable, as outlined in respect
STRATEGIC REPORT
of these appointments.
Table 28: Non-executive remuneration for executive directors
Executive director Organisation name Remuneration basis

Uwe Krueger Aggreko plc (UK) • £61,000 per annum (with effect from 1 July 2015)
ONTEX S.A. (Zele, Belgium) • €75,000 per annum
SUSI Partners AG (Zurich, Switzerland) • €30,000 of which €10,000 is paid in cash and €20,000 in
share options
Shareholder voting and engagement

The voting results for last year’s Annual remuneration report and the results of the binding vote for the remuneration policy from the
2014 AGM are set out in table 29.
Table 29: Shareholder voting results

Votes
Votes Votes Total votes withheld
GOVERNANCE
Resolution for (m) % for against (m) % against cast (m) (m)
2015 AGM
Approval of the annual remuneration report 62.05 92.89 4.75 7.11 66.80 0.02
2014 AGM
Approval of the remuneration policy 59.96 89.45 7.07 10.55 67.03 0.49
The Committee and Board were pleased to see an increase in support for the Annual remuneration report in 2015.
Fiona Clutterbuck
Acting chairman of the Remuneration Committee
15 June 2016

112
Independent auditor’s report

to the members of WS Atkins plc
Report on the financial statements
Our opinion
In our opinion:
• WS Atkins plc’s Group financial statements and Company financial statements (the Financial Statements) give a true and fair view
of the state of the Group’s and of the Company’s affairs as at 31 March 2016 and of the Group’s profit and the Group’s and the
Company’s 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 (EU)
• the Company Financial Statements have been properly prepared in accordance with IFRSs as adopted by the EU and as applied in
accordance with the provisions of the Companies Act 2006
• the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the
Group Financial Statements, Article 4 of the International Accounting Standard Regulation.
What we have audited

WS Atkins plc’s financial statements comprise:
• the Consolidated and Parent Company Balance Sheets as at 31 March 2016

• the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year then ended
• the Consolidated and Parent Company Statements of Cash Flows for the year then ended
• the Consolidated and Parent Company Statements of Changes in Equity for the year then ended
• the notes to the Financial Statements, which include a summary of significant accounting policies and other explanatory information.
Certain required disclosures 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.
The financial reporting framework that has been applied in the preparation of the Financial Statements is applicable law and IFRSs as
adopted by the EU and, as regards the Company financial statements, as applied in accordance with the provisions of the Companies
Act 2006.
Our audit approach

Context
WS Atkins plc is listed on the London Stock Exchange. The business is involved in a large number of revenue contracts providing design
engineering and project management consultancy services and, as a result, the accounting for these is an important area of focus. Our
2016 audit was planned and executed having regard to the fact that the Group’s operations were largely unchanged from the previous
year. In light of this, our approach to the audit in terms of scoping and areas of focus was similar to that undertaken in 2015.
Overview
• Overall Group materiality: £6.5 million (2015: £5.6m) which represents 5% of profit
before tax
• The focus of our work was on the UK and Europe, North America, Middle East and Energy
operations. In addition we receive reporting from Hong Kong to ensure sufficient coverage
across all reporting segments
• Timing and accuracy of contract revenue recognition

• Goodwill impairment assessment, particularly in the Group’s North America and
global oil and gas cash generating unit
• Valuation of net retirement plan liabilities
• Provisions for uncertain tax positions
• Captive insurance claim provisions

Governance > Independent auditor’s report 113
The scope of our audit and our areas of focus

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (ISAs (UK & Ireland)).
STRATEGIC REPORT
We designed our audit by determining materiality and assessing the risks of material misstatement in the Financial Statements. In
particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed
the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are
identified as ’areas of focus‘ in the table below. We have also set out how we tailored our audit to address these specific areas in order
to provide an opinion on the Financial Statements as a whole, and any comments we make on the outcome of our procedures should be
read in this context. This is not a complete list of all risks identified by our audit.
Area of focus How our audit addressed the area of focus

Timing and accuracy of contract revenue recognition
Refer to Audit Committee report (page 75) and We evaluated the IT systems used in the determination of revenue recognition
Revenue recognition and contract accounting (page 130). by testing access and change management controls. We also tested the internal
controls over the timing of revenue recognition in the Financial Statements.
GOVERNANCE
We focused on this area because the timing of revenue
Based on the results of this testing, we placed a high level of reliance on
recognition, forecasts of costs to complete and the
controls for the purposes of our testing of revenue and designed our further
recognition of variations on fixed price contracts have inherent
testing accordingly.
complexities in the design, engineering and construction
industries. We selected a number of contracts, using risk based criteria, which included
individual contracts:
The Group enters into contracts, many of which are complex
and long term in nature and can span a number of reporting • with significant revenue recognised in the year or
periods. • with forecast losses or
The total amount of revenue and profit to be recognised • with significant unbilled work-in-progress balances or
under a contract can be affected by changes in conditions • that had been identified by management as higher risk.
and circumstances over time, such as:
To assess whether revenue and profit is accurately recorded, we tested
• variations to the original contract terms the forecast costs to complete on a sample of contracts by obtaining an
• cost overruns understanding from project managers as to how they had estimated these
• scope changes that require further negotiation costs, challenging the assumptions, for example by assessing forecast
and settlement. hours against historical and current run rates underpinning those estimates,
evaluating the outturn of previous estimates and agreeing the actual costs
Variations can arise from changing client specifications, incurred post-year end to the forecast costs for the period. We also assessed
changes to the job based on unforeseen circumstances how the project managers determined that the stage of completion was
(e.g. macroeconomic factors), as well as from inefficiencies correctly calculated and the appropriateness of variations recognised by
on the part of either party. There can be some uncertainties, obtaining their calculations and agreeing the inputs to documentary evidence
therefore, in determining the amounts to be recovered from or our independently formed expectation as appropriate. We found that the
any additional work performed. costs to complete and variations taken to value were appropriate.
The timing of revenue recognition is subject to judgements For an additional sample, we tested the monthly monitoring of the total forecast
surrounding the costs expected to be incurred in completing revenue for the contract, costs expected to be incurred in its completion, the
the work, as revenue on fixed price contracts is recognised on profit recognised to date and the working capital position on the contract. This
a percentage completion basis. There is also the opportunity to was tested by checking electronic sign off by a suitable individual. No significant
misstate the amount of variations expected. issues were noted from our work.
Given the degree of subjectivity involved in determining To test the timing of contract revenue, we challenged senior management's
costs to complete and the magnitude of variations, there judgements on the completeness of work for our sample of contracts by
is also scope for error in the calculation of revenue and the checking original contracts, amendments to contracts, where applicable
opportunity to misstate the allocation of revenue between (e.g. due to agreed variations), and checking that the contractual milestones
reporting periods. had been reached. We also read and considered the implications of
The risk is, therefore, that contract revenue is not recognised correspondence with customers (both upon the acceptance of work done
in the correct period or that revenue and associated profit is and relating to disputes).
misstated. No significant issues were noted from our work.

114
Independent auditor’s report continued

Goodwill impairment assessment, particularly in the
Group’s North America and global oil and gas cash
generating units
Refer to Audit Committee report (page 75), Intangible Assets We evaluated the directors’ future cash flow forecasts and the process by
page 132 and notes (pages 150 to 153). which they were drawn up, including comparing them to the latest Board-
approved budgets, and testing the underlying calculations. We challenged the
We focused on this area because the determination of
directors' key assumptions for:
whether or not an impairment charge is required involves
significant judgement, including forecasting the future results • short-term sales growth rates and profit margins in the forecasts by
of the business by estimating future sales growth rates, profit comparing them to short-term historical results and economic industry
margins and inflation rates and determining the discount rate forecasts
for the calculations. • long-term growth rates in the forecasts by comparing them to long-term
We particularly focused on the goodwill held in respect of the historical results and economic industry forecasts
Group's North America and global oil and gas cash generating • the discount rate, by assessing the cost of capital for all cash generating
units as these together account for £179.3m (71%) of the total units (CGUs), using our specialist valuations knowledge and comparing the
goodwill of £253.2m and have the least relative headroom. Company’s key inputs to externally derived data.
No impairment charge has been recognised in the year. We compared the actual results for the financial year ended 31 March 2016 to
the figures included in the prior year impairment models to consider whether
IFRSs require complex and often detailed disclosure in the
any forecasts included assumptions that, with hindsight, had been optimistic.
financial statements about goodwill and impairment. In
Actual performance in the Group's North America and global oil and gas
addition to considering the need for any impairment charge,
businesses were found to be lower than expected so we checked and found
we focused on these disclosures because they form a valuable
that the directors had appropriately reflected this in the cash flow models for
communication, enabling users of the Financial Statements
the financial year ended 31 March 2016.
to understand the basis for any impairment recognised or
not recognised. Using our own independent analysis, we performed sensitivity analysis around
the key drivers of the value in use, which were:
• the discount rate

• the projected operating profit margins
to identify how much each of these key drivers needed to change, either
individually or collectively, before the goodwill was impaired.
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 considered the related disclosures in note 15 to the Financial Statements

(page 150) by checking that they were compliant with IFRSs and that their
presentation was consistent with our understanding of the key issues in
this area.
We found that they appropriately describe the inherent degree of subjectivity

in the estimates and the potential impact on future periods of revisions to these
estimates, including specific disclosures on the key assumptions most sensitive
to reasonable possible change.

STRATEGIC REPORT
Valuation of net retirement plan liabilities
Refer to notes (page 173). We liaised with the Group’s actuaries and used our own actuarial specialists
to evaluate the directors' assessment of the assumptions made in relation to
The Group operates two significant defined benefit plans
the valuations of the liabilities and assets in the pension plans. We compared
with total net post-retirement liabilities of £265.3m which
the assumptions around salary increases and mortality rates to national and
are significant in the context of the overall balance sheet of
industry averages. We checked with the Group’s actuaries that there had been
the Group: the Atkins Pension Plan and the Railways Pension
no significant events or settlements that would impact the current pension
Scheme.
balances and disclosures.
We focused on this area because the valuation of plan
We tested the Group’s contributions to the bank statements and the pensions
liabilities requires significant levels of judgement and technical
paid out of the schemes by tracing them to the pension scheme bank accounts.
expertise in choosing appropriate assumptions. Changes
in a number of key assumptions (including salary increases, We also tested the valuations of pension plan liabilities and assets as follows:
inflation, discount rates and mortality) can have a material
• to test the inputs to the calculation of the liabilities, we compared the
impact on the calculation of the liability. discount and inflation rates used in the valuation of the pension liabilities to
There is also some judgement in the measurement of the our internally developed benchmarks and found that they were consistent
fair value of pension assets giving rise to a risk of material • to test the valuation of the assets, we obtained third party confirmations on
misstatement in their valuation. ownership and valuation of pension assets. We found these confirmations to
GOVERNANCE
be consistent with the amounts disclosed in the Financial Statements.
The evidence we obtained supported the carrying value of the net retirement
plan liabilities.
Provisions for uncertain tax positions

The Group operates in a complex multinational tax We evaluated and challenged management's rationale for the level of
environment and there are open tax and transfer pricing provisions held. Where relevant, we obtained and assessed supporting
matters with UK and overseas tax authorities. In addition, documentation used by management to formulate the provisions, and
from time to time the Group enters into transactions with considered the reasonableness of management’s best estimate assessments.
complicated accounting and tax consequences. To do this:
We focused on this area due to the judgement required • we assessed the impact of tax rate changes and other factors on the current
in assessing the completeness and valuation of provisions tax charge
to cover the risk of challenge of certain of the Group's • we considered the status of recent and current tax enquiries in the UK and
tax positions. the US, and the macro-tax environment in each territory
• we considered the sensitivity of management’s probability estimates used to
calculate the value of provisions, where relevant
• we discussed with management all issues known to us, and considered the
sufficiency of provisions in light of the matters discussed.
The evidence we obtained supported the amounts provided for uncertain

tax positions.

116

Captive insurance claim provisions
The Group operates a captive insurance company, which We obtained the Group’s schedule for the professional indemnity claims and
provides self-insurance against claims such as professional checked it was complete by comparing it to Board and committee minutes
indemnity and income protection. The most significant and certain relevant correspondence with the Group’s legal counsel. For each
provisions relate to alleged deficiencies found in work material claim, we discussed the issue with the Group’s internal legal counsel
performed by the Group. and management of the captive insurance company in order to understand
the latest position of the proceedings and assess the directors’ views as to the
We focused on this area because the determination of the
strength of the claim against the Group.
size of the provisions held and the settlement amounts are
inherently judgemental. We obtained a schedule from management detailing the income protection
claim provisions per underwriting year. We discussed the controls in place
around the claims cycles with management and tested that controls had
been working during the year. We checked year-end provisions to Board
and committee minutes and to claims schedules provided by the Group's
claims specialists and evaluated the specialists as being suitably qualified
or experienced.
We sought management explanation for significant movements in the period

and substantiated management’s claims by confirming with insurers, legal
correspondence, where possible, and the Group’s legal counsel. From the
evidence obtained, we consider the level of provisioning at the balance sheet
date not to be materially misstated.
How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as
a whole, taking into account the geographic structure of the Group, the accounting processes and controls, and the industry in which the
Group operates.
The Group reports its operating results and financial position in five segments, being UK and Europe, North America, Middle East, Asia
Pacific and Energy. The Group Financial Statements are a consolidation of the Group's operating businesses and central functions.
The Group's operating reporting units vary significantly in size, the most significant being the UK and Europe. For the purposes of our
scoping we divided this reporting unit further by identifying those significant areas where we focused our work. This included performing
work on the shared service facility, giving us comfort over the centralised processes in the UK, and the key UK operating divisions selected
based on their size or risk characteristics (e.g. transportation). We also performed an audit of the complete financial information of North
America, the Middle East and Energy.
We issued instructions to our overseas teams, which included guidance on the areas of focus for the audit; we then had regular
communication with them and a senior member of the Group team also attended all planning and clearance meetings, either in person or
by telephone. The Group engagement leader visited both North America and the Middle East for the clearance meetings. We performed
further specific audit procedures over Group functions and areas of significant judgement, including taxation, goodwill, treasury, post-
retirement benefits and material litigation, at the Group’s head office.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,
together with qualitative considerations, helped us to determine the scope of our audit and 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 Financial Statements as a whole as follows:
Overall Group materiality £6.5 million (2015: £5.6 million)

How we determined it 5% of profit before tax
Rationale for benchmark applied Profit before tax is a generally accepted auditing benchmark in the absence of indicators
that an alternative benchmark would be appropriate
We agreed with the Audit Committee that we would report to them individual misstatements identified during our audit above £0.6m
(2015: £0.5m) as well as misstatements below that amount which, in our view, warranted reporting for qualitative reasons.

Going concern
Under the Listing Rules we are required to review the directors’ statement in relation to going concern (page 60). We have nothing to
STRATEGIC REPORT
report having performed our review.
Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to the
directors’ statement about whether they considered it appropriate to adopt the going concern basis in preparing the Financial Statements.
We have nothing material to add or to draw attention to.
As noted in the directors’ statement, the directors have concluded that it is appropriate to adopt the going concern basis in preparing the
Financial Statements. 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 were 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 Group’s and Company’s ability to continue as a going concern.
Other required reporting

Consistency of other information
Companies Act 2006 opinions
In our opinion:
• the information given in the Strategic report and the Directors’ report for the financial year for which the Financial Statements are
GOVERNANCE
prepared is consistent with the Financial Statements
• the information given in the Corporate governance report (page 66) with respect to internal control and risk management systems and
about share capital structures is consistent with the Financial Statements.
ISAs (UK & Ireland) reporting
Under ISAs (UK & Ireland) we are required to report to you if, in our opinion:
• information in the Annual Report is: We have no
–– materially inconsistent with the information in the audited Financial Statements or exceptions to report
–– apparently materially incorrect based on, or materially inconsistent with, our knowledge of the group
and parent company acquired in the course of performing our audit or
–– otherwise misleading
• the statement given by the directors, in accordance with provision C.1.1 of the UK Corporate Governance Code (the We have no
Code), that they consider the Annual Report taken as a whole to be fair, balanced and understandable and provides exceptions to report
the information necessary for members to assess the Group’s and Company’s position and performance, business
model and strategy (page 09) is materially inconsistent with our knowledge of the group and parent company
acquired in the course of performing our audit
• the section of the Annual Report, as required by provision C.3.8 of the Code, describing the work of the Audit We have no
Committee (page 73) does not appropriately address matters communicated by us to the Audit Committee. exceptions to report
The Directors’ assessment of the prospects of the Group and of the principal risks that would threaten the
solvency or liquidity of the Group
Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in
relation to:
• the directors’ confirmation, in accordance with provision C.2.1 of the Code, that they have carried out a robust We have nothing
assessment of the principal risks facing the Group, including those that would threaten its business model, future material to add or to
performance, solvency or liquidity (page 37) draw attention to
• the disclosures in the Annual Report that describe those risks and explain how they are being managed We have nothing
or mitigated material to add or to
draw attention to
• the directors’ explanation, in accordance with provision C.2.2 of the Code, as to how they have assessed the We have nothing
prospects of the Group, over what period they have done so and why they consider that period to be appropriate, material to add or to
and their statement as to whether they have a reasonable expectation that the Group will be able to continue in draw attention to
operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions (page 37).

118
Under the Listing Rules we are required to review the directors’ statement that they have carried out a robust assessment of the principal
risks facing the Group and the directors’ statement in relation to the longer-term viability of the Group. Our review was substantially less in
scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statements; checking that
the statements are in alignment with the relevant provisions of the Code, and considering whether the statements are consistent with the
knowledge acquired by us in the course of performing our audit. We have nothing to report having performed our review.
Adequacy of accounting records and information and explanations received

Under the Companies Act 2006 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 or
• 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 or
• the Company’s 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.
Directors’ remuneration
Directors’ remuneration report – Companies Act 2006 opinion
In our opinion, the part of the Remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Other Companies Act 2006 reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors’ remuneration
specified by law are not made. We have no exceptions to report arising from this responsibility.
Corporate governance statement

Under the Companies Act 2006 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 statement relating to 10 further provisions
of the Code. We have nothing to report having performed our review.
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 (page 60), the directors are responsible for the preparation of the
Financial Statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and ISAs (UK &
Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3
of Part 16 of the Companies Act 2006 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.

What an audit of financial statements involves

An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give reasonable
STRATEGIC REPORT
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 Group’s and the Company’s 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.
We primarily focus 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.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide
a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive
procedures or a combination of both.
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
GOVERNANCE
or inconsistencies we consider the implications for our report.
Christopher Burns (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
15 June 2016

120
Financial Statements
Contents
Consolidated Income Statement 121 19 Deferred income tax 155

Consolidated Statement of Comprehensive Income 122 20 Financial risk management 157
Consolidated and Parent Company Balance Sheets 123 21 Financial instruments 165
Consolidated and Parent Company Statements of Cash Flows 124 22 Derivative financial instruments 167
Consolidated Statement of Changes in Equity 125 23 Other receivables 168
Parent Company Statement of Changes in Equity 126 24 Trade and other receivables 168
25 Financial assets at fair value through profit or loss 169
Notes to the Financial Statements
26 Cash and cash equivalents 169
1 Accounting policies 127
27 Borrowings 170
2 Treasury policy and objectives 137
28 Trade and other payables 172
3 Segmental information 138
29 Provisions for other liabilities and charges 172
4 Joint ventures 140
30 Post-employment benefit liabilities 173
5 Operating profit – analysis of costs by nature 141
31 Other non-current liabilities 184
6 Employee benefit costs 142
32 Ordinary shares 184
7 Net finance costs 143
33 Share-based payments 185
8 Income tax expense 143
34 Cash generated from/(used in) continuing operations 188
9 Net (loss)/profit on disposal of businesses 146
35 Analysis of net funds 188
10 Business combinations 147
36 Contingent liabilities 189
11 Exceptional items 148
37 Operating lease arrangements 189
12 Dividends 148
38 Capital and other financial commitments 189
13 Earnings per share (EPS) 149
39 Related party transactions 190
14 Parent Company Income Statement and Statement
of Comprehensive Income 149 40 Events occurring after the reporting period 191
15 Goodwill 150 41 Details of related undertakings of WS Atkins plc 192
16 Other intangible assets 153

Five Year Summary 196
17 Property, plant and equipment 154
Investor Information 199
18 Investments in subsidiaries 155
Cautionary Statement 201

Financial Statements > Consolidated Income Statement 121
Consolidated Income Statement

For the year ended 31 March 2016
Group Group
2016 2015
STRATEGIC REPORT
Note £m £m
Revenue 3 1,861.9 1,756.6
Cost of sales (1,109.2) (1,049.2)
Gross profit 752.7 707.4
Administrative expenses (609.3) (588.9)

Operating profit 3, 5 143.4 118.5
Comprising
– Underlying operating profit 148.2 134.1
– Exceptional items 11 4.7 (4.4)
– Impairment of goodwill 15 – (2.8)
– Amortisation of acquired intangibles (6.3) (6.9)
– Deferred acquisition payments 10 (3.2) (1.5)
GOVERNANCE
143.4 118.5
Net (loss)/profit on disposal of businesses 9 (3.1) 0.4

Income from other investments 1.1 2.2
Share of post-tax profit from joint ventures 3, 4 0.7 0.1
Finance income 7 4.0 4.8

Finance costs 7 (15.0) (19.3)
Net finance costs 7 (11.0) (14.5)
Profit before tax 131.1 106.7
Comprising
– Underlying profit before tax 139.0 121.9
– Exceptional items 11 4.7 (4.4)
– Impairment of goodwill 15 – (2.8)
– Amortisation of acquired intangibles (6.3) (6.9)
– Deferred acquisition payments 10 (3.2) (1.5)
– Net (loss)/profit on disposal of businesses 9 (3.1) 0.4
131.1 106.7
Income tax expense 8 (27.7) (21.0)

Profit for the year 103.4 85.7
Profit attributable to:

Owners of the parent 103.2 85.7
Non-controlling interests 0.2 –

103.4 85.7
Earnings per share

Basic earnings per share 13 106.0 p 87.8 p
Diluted earnings per share 13 103.0 p 85.4 p
Underlying diluted earnings per share 13 107.3 p 97.1 p
The notes on pages 127 to 195 are an integral part of these Financial Statements.

122
Consolidated Statement of Comprehensive Income

Group Group
2016 2015
Note £m £m
Profit for the year 103.4 85.7
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss
Remeasurements of net post-employment benefit liabilities 30 8.3 6.0
Income tax on items that will not be reclassified 30, 8 (5.7) (1.5)
2.6 4.5
Items that may be reclassified subsequently to profit or loss
Cash flow hedges (1.0) 3.6
Net differences on exchange 18.6 20.7
Total items that may be reclassified subsequently to profit or loss 17.6 24.3
Other comprehensive income for the year, net of tax 20.2 28.8
Total comprehensive income for the year 123.6 114.5
Attributable to:
Owners of the parent 123.4 114.5
Non-controlling interests 0.2 –
Total comprehensive income for the year 123.6 114.5

Financial Statements > Consolidated and Parent Company Balance Sheets 123
Consolidated and Parent Company Balance Sheets

As at 31 March 2016
Group Group Company Company

2016 2015 2016 2015
STRATEGIC REPORT
Note £m £m £m £m
Assets
Non-current assets
Goodwill 15 253.2 244.4 – –
Other intangible assets 16 46.8 54.3 – –
Property, plant and equipment 17 51.9 53.6 – –
Investments in subsidiaries 18 – – 216.1 206.7
Investments in joint ventures 4 4.3 3.8 – –
Deferred income tax assets 19 66.5 76.8 – –
Derivative financial instruments 22 2.0 1.2 – –
Other receivables 23 29.1 20.7 1.0 0.9
453.8 454.8 217.1 207.6
Current assets
Trade and other receivables 24 480.0 476.5 339.5 169.6
Financial assets at fair value through profit or loss 25 32.9 33.4 – –
GOVERNANCE
Cash and cash equivalents 26 419.3 235.4 1.4 –
Derivative financial instruments 22 1.3 1.3 – –
933.5 746.6 340.9 169.6
Liabilities
Current liabilities
Borrowings 27 (7.0) (61.1) (7.0) (63.6)
Trade and other payables 28 (483.0) (510.8) (53.1) (67.1)
Derivative financial instruments 22 (0.5) (0.6) – –
Current income tax liabilities (28.3) (40.2) – –
Provisions for other liabilities and charges 29 (1.1) (0.8) – –
(519.9) (613.5) (60.1) (130.7)
Net current assets 413.6 133.1 280.8 38.9
Non-current liabilities
Borrowings 27 (273.6) (50.2) (273.5) (50.2)
Provisions for other liabilities and charges 29 (2.8) (2.6) – –
Post-employment benefit liabilities 30 (285.8) (316.6) – –
Derivative financial instruments 22 (1.0) (0.2) – –
Deferred income tax liabilities 19 (11.7) (10.1) – –
Other non-current liabilities 31 (3.2) (3.2) – –
(578.1) (382.9) (273.5) (50.2)
Net assets 3 289.3 205.0 224.4 196.3
Capital and reserves

Ordinary shares 32 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 217.2 133.0 152.6 124.5
Equity attributable to owners of the parent 289.0 204.8 224.4 196.3

Non-controlling interests 0.3 0.2 – –
Total equity 289.3 205.0 224.4 196.3
The Financial Statements on pages 121 to 195 were approved by the Board on 15 June 2016 and signed on its behalf by:
Prof Dr Uwe Krueger Heath Drewett

Director Director

124
Consolidated and Parent Company Statements

of Cash Flows
2016 2015 2016 2015
Cash flows from operating activities
Cash generated from/(used in) operations 34 116.1 133.9 (10.5) 0.6
Interest received 3.6 4.9 3.0 3.2
Interest paid (3.9) (4.8) (3.6) (3.9)
Income tax paid (36.8) (17.8) – –
Net cash generated from/(used in) operating activities 79.0 116.2 (11.1) (0.1)
Cash flows from investing activities

Acquisitions of subsidiaries
– consideration 10 – (57.2) – –
– cash acquired 10 – 3.9 – –
Loans to joint ventures and other related parties – (1.6) – –
Repayment of joint venture loans 1.6 – – –
Distributions received from joint ventures – 0.7 – –
Purchases of property, plant and equipment 17 (16.8) (19.9) – –
Proceeds from disposals of property, plant and equipment 2.5 0.1 – –
Proceeds from disposal of businesses 9 – 3.3 – –
Dividends received from other investments 1.1 2.2 – –
Dividends received – – 56.2 40.7
Net disposal proceeds from/(purchase of) financial assets 35 0.5 (1.3) – –
Purchases of intangible assets 16 (3.0) (5.4) – –
Net cash (used in)/generated from investing activities (14.1) (75.2) 56.2 40.7
Cash flows from financing activities

Proceeds of new bank loans 164.7 10.0 164.7 10.0
Repayment of bank loans – (10.0) – (10.0)
Redemption of loan notes receivable 0.1 0.1 – –
Finance lease principal payments 35 (0.1) – – –
Purchase of own shares by employee benefit trusts (13.0) (15.0) – –
Equity dividends paid to shareholders 12 (36.2) (33.4) (36.2) (33.4)
Loans granted to Group companies – – (179.7) (13.0)
Repayment of loans to Group companies – – – 5.4
Net cash generated from/(used in) financing activities 115.5 (48.3) (51.2) (41.0)
Net increase/(decrease) in cash and cash equivalents 180.4 (7.3) (6.1) (0.4)
Cash and cash equivalents and bank overdraft at beginning of year 235.4 237.3 (2.6) (2.4)
Exchange movements 3.5 5.4 10.1 0.2
Cash and cash equivalents and bank overdraft

at end of year 26, 27 419.3 235.4 1.4 (2.6)

Financial Statements > Consolidated Statement of Changes in Equity 125
Consolidated Statement of Changes in Equity

Attributable to owners of the parent
STRATEGIC REPORT
Share Non-
Ordinary premium Merger Retained controlling Total
shares account reserve earnings Total interests equity
Note £m £m £m £m £m £m £m
Group
Balance at 1 April 2014 0.5 62.4 8.9 58.2 130.0 0.2 130.2
Profit for the year – – – 85.7 85.7 – 85.7
Remeasurements of net post-employment

benefit liabilities – – – 6.0 6.0 – 6.0
Income tax on items that will not be reclassified – – – (1.5) (1.5) – (1.5)
Cash flow hedges – – – 3.6 3.6 – 3.6
Net differences on exchange – – – 20.7 20.7 – 20.7
Other comprehensive income for the year – – – 28.8 28.8 – 28.8
GOVERNANCE
Total comprehensive income for the year – – – 114.5 114.5 – 114.5
Dividends provided for or paid 12 – – – (33.4) (33.4) – (33.4)

Share-based payments 33 – – – 8.6 8.6 – 8.6
Tax credit relating to share-based payments – – – 0.1 0.1 – 0.1
Employee benefit trusts – – – (15.0) (15.0) – (15.0)
Total contributions by and distributions to
owners of the parent, recognised directly in equity – – – (39.7) (39.7) – (39.7)
Balance at 31 March 2015 0.5 62.4 8.9 133.0 204.8 0.2 205.0
Profit for the year – – – 103.2 103.2 0.2 103.4
Remeasurements of net post-employment
benefit liabilities – – – 8.3 8.3 – 8.3
Income tax on items that will not be reclassified – – – (5.7) (5.7) – (5.7)
Cash flow hedges – – – (1.0) (1.0) – (1.0)
Net differences on exchange – – – 18.6 18.6 – 18.6
Other comprehensive income for the year – – – 20.2 20.2 – 20.2
Total comprehensive income for the year – – – 123.4 123.4 0.2 123.6
Dividends provided for or paid 12 – – – (36.2) (36.2) (0.1) (36.3)

Tax credit relating to share-based payments – – – 0.6 0.6 – 0.6
Employee benefit trusts – – – (13.0) (13.0) – (13.0)
owners of the parent, recognised directly in equity – – – (39.2) (39.2) (0.1) (39.3)
Balance at 31 March 2016 0.5 62.4 8.9 217.2 289.0 0.3 289.3
The merger reserve relates to the issue of shares in respect of previous acquisitions.

126
Parent Company Statement of Changes in Equity

Attributable to owners of the parent

Share Non-
Ordinary premium Merger Retained controlling Total
shares account reserve earnings Total interests equity
Note £m £m £m £m £m £m £m
Company
Balance at 1 April 2014 0.5 62.4 8.9 114.6 186.4 – 186.4
Profit for the year 14 – – – 34.7 34.7 – 34.7


Balance at 31 March 2015 0.5 62.4 8.9 124.5 196.3 – 196.3
Profit for the year 14 – – – 54.9 54.9 – 54.9


Balance at 31 March 2016 0.5 62.4 8.9 152.6 224.4 – 224.4
The merger reserve relates to the issue of shares in respect of previous acquisitions.

Financial Statements > Notes to the Financial Statements 127
Notes to the Financial Statements

1 Accounting policies
WS Atkins plc (the Company) is a public limited company, which is listed on the London Stock Exchange and is incorporated and domiciled
STRATEGIC REPORT
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.
Basis of preparation
The Consolidated Financial Statements of the Company 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 or IFRIC)
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.
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 Group's accounting policies. The areas involving a higher degree
of judgement or complexity, or areas where assumptions and estimates are significant to the preparation of the Consolidated Financial
Statements, are in relation to contract accounting, including recoverability of receivables, goodwill impairment, defined benefit pension
schemes, tax, research and development, and joint arrangements. These critical accounting policies are described in more detail below
GOVERNANCE
and have been annotated with CA .
Changes in accounting policy and disclosure

New and amended standards adopted by the Group
There were no standards adopted by the Group for the first time for the financial year beginning on 1 April 2015 that had a material
impact on the Group.
The following IFRS and international accounting standards (IASs) and IFRIC interpretations have been adopted by the Group for the first
time for the financial year beginning on 1 April 2015 and do not have a material impact on the Group:
• Amendments to the following standards:

– IAS 19, Defined benefit plans: Employee contributions
The Group has an unconditional right of refund of any remaining surplus on a winding up of the Atkins Pension Plan once all the interests of
the members have been satisfied in accordance with the scheme rules. The International Accounting Standards Board published its exposure
draft of amendments to IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, which
proposes additional clarity on the role of trustees’ rights in an assessment of the recoverability of a surplus in an employee pension fund. The
Group is currently undergoing a triennial valuation of the Atkins Pension Plan and will use this opportunity to assess the potential impact, if
any, this exposure draft may have on the accounting for its retirement benefit schemes if adopted in its proposed form.
The following accounting standards, interpretations and amendments have been issued by the IASB but had either not been adopted by
the EU or were not yet effective in the EU for the financial year beginning 1 April 2015:
• IFRS 9, Financial instruments

• IFRS 15, Revenue from contracts with customers
• IFRS 16, Leases
• Amendments to the following standards:
− IFRS 10 and IAS 28: Sale or contribution of assets between an investor and its associate or joint venture
− IFRS 10, IFRS 12 and IAS 28: Investment entities: Applying the consolidation exemption
− IFRS 11, Accounting for acquisitions of interests in a joint operation
− IAS 1, Disclosure initiative
− IAS 16 and IAS 38: Clarification of acceptable methods of depreciation and amortisation
− IAS 27, Equity method in separate financial statements
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.
The directors have made initial assessments of the impact of IFRS 15 and IFRS 9 and do not expect any material quantitative impact to the
Group. The impact of IFRS 16, which was issued in January 2016, is currently being assessed. The Group will carry out a systematic review
of all existing major contracts to ensure that the impact and effect of the new revenue standard is fully understood and changes to the
current accounting procedures are highlighted and acted upon in advance of the effective date.
The Group has chosen not to adopt any of the above standards and interpretations earlier than required.

128
Notes to the Financial Statements continued

1 Accounting policies continued

Going concern
Having reassessed the principal risks, the directors considered it appropriate to adopt the going concern basis of accounting in preparing
the Financial Statements.
Basis of consolidation
The Consolidated Income Statement and Balance Sheet include the accounts of the Group and 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.
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.
Intercompany transactions, balances, income and expenses on transactions between Group companies are eliminated.
Where subsidiaries adopt accounting policies that are different from the Group's, their reported results are restated to comply with the
Group's accounting policies. Where subsidiaries do not adopt accounting periods that are coterminous with the Group's, results and net
assets are based upon unaudited accounts drawn up to the Group's accounting reference date.
CA Joint arrangements
The Group applies IFRS 11 to all joint arrangements. Under IFRS 11 a joint arrangement is an arrangement over which two or more parties
have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about
the relevant activities require the unanimous consent of the parties sharing control. The Group classifies its interests in joint arrangements
as either joint ventures or joint operations.
The Group holds 50% of the voting rights in some of its joint arrangements. However, the Group has joint control over these
arrangements as under the respective contractual agreements unanimous consent is required from all parties to the agreements for all
relevant activities. These joint arrangements are not structured through separate legal entities and the terms of the arrangements provide
the Group and the other parties to the arrangements with the rights to the assets and obligations for the liabilities, or other facts and
circumstances indicate this is the case. Therefore, these arrangements are classified as joint operations of the Group.
Joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the
arrangement. Under the equity method of accounting, interests in joint ventures are initially recognised at cost and the carrying amount
is increased or decreased thereafter to recognise the Group's share of the post-acquisition profits or losses. Losses of a joint venture in
excess of the Group's interest in the joint venture are recognised only to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the joint venture. Distributions received from an investee reduce the carrying amount of
the investment.

Joint operations
A joint operation is a joint arrangement whereby the parties that have joint control have the rights to the assets and obligations for the
STRATEGIC REPORT
liabilities relating to the arrangement, or that other facts and circumstances indicate that this is the case. The Group's share of assets,
liabilities, revenue, expenses and cash flows are combined with the equivalent items in the Financial Statements on a line-by-line basis.
Employee benefit trusts (EBTs)

The accounts of the 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 Group’s 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 the Company 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 Group’s 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 Company’s and Group's presentation currency.
Transactions and balances
GOVERNANCE
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.
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 Group's presentation currency are translated into the Group's presentation currency as follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that Balance Sheet
• 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.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers
(CODMs). The CODMs, who are responsible for allocating resources and assessing performance of the operating segments, have been
identified as the chief executive officer (CEO) and the Group finance director.
The Group's operating segments for management purposes reflect predominantly its key geographical markets. The segments are: UK
and Europe, North America, Middle East, Asia Pacific and Energy. These segments form the basis for reporting the Group's segment
information as they are the main determinants of the Group's 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 Group’s
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.

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Underlying profit
Underlying operating profit is reported before exceptional items, impairment of goodwill, amortisation and impairment of intangible
assets recognised on acquisition and deferred acquisition payments, and relates to continuing operations.
CA 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.
The Group enters into a number of different forms of contracts with clients, the most common being fixed price lump sum contracts and
time and materials contracts based on hourly rates. Some of the fixed price lump sum contracts may be linked to the capital cost of works
or a profit/(loss) sharing mechanism.
Revenue is recognised on the majority of the Group's 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. 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.
The Group's contract accounting policy is central to how the Group values the work it has carried out in each financial year.
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.
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.
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 Group’s interest in any special purpose company (SPC) charges the equivalent capitalised amounts to the
Income Statement.
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 Group’s interest in any SPC credits the equivalent capitalised amounts to the Income Statement.
Where the Group’s interest in any SPC reduces, the deferred bid recovery fees are credited to the Income Statement in proportion to the
reduction of the Group’s interest.
Exceptional items
Exceptional items are disclosed separately in the Financial Statements where management believe 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.

CA Retirement benefit schemes

The Group operates various post-employment schemes, including both defined contribution (DC) and defined benefit (DB) pension plans.
STRATEGIC REPORT
A DC 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.
A DB 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.
For the DB 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. DB 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)
• administrative expenses
GOVERNANCE
• net interest expense or income
• remeasurement.
The net retirement benefit liabilities recognised in the Consolidated Balance Sheet represent the actual deficit in the Group's defined
benefit plans.
For DC plans, the Group's 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.
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 Group’s 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 30 to the
Financial Statements (page 181).
Share-based payments
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 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 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 Company's 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.
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.

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CA 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 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 management’s assessment of exposures.
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 income 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 £3.2m (2015: £3.5m) have not been recognised due to the uncertainty of timing of utilisation.
CA Research and development (R&D)

All research and development expenditure is written off to the Consolidated Income Statement as incurred. In the UK, the Group
has early adopted the R&D expenditure credit regime with effect from 1 April 2013. These credits have characteristics more akin to
government grants than income taxes and therefore are offset against the relevant expenditure in the income statement rather than via
the tax charge.
The credits are recognised to the extent that there is reasonable assurance that they will be received albeit that the claim process takes
place sometime after the original expenditure was incurred.
Intangible assets
CA 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 Company's interest in the net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquired business.
Goodwill is stated at cost less accumulated impairment.
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 the 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.

Acquired customer relationships

Acquired customer relationships consist of intangible assets arising on the consolidation of recently acquired businesses, that are
STRATEGIC REPORT
separable from goodwill, in accordance with IFRS 3, Business combinations, and IAS 38, Intangible assets, and do not fall within the
Group's 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).
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 20 years. Acquired customer relationships are stated at cost less accumulated amortisation and impairment.
Backlog orders are recognised at fair value at the acquisition date and amortised over their estimated useful lives of up to three years.
Backlog orders are stated at cost less accumulated amortisation and impairment.
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.
Corporate information systems

In accordance with IAS 38, Intangible assets, the Group’s corporate information systems are treated as an intangible asset. Costs included
GOVERNANCE
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 of between three and 13 years.
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.
Property, plant and equipment
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.
Subsequent costs are included in the asset's 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 – 10 to 50 years

Short term leasehold property – over the life of the lease
Plant, machinery and vehicles – three to 12 years.
The assets' useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's 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 Consolidated Income Statement.

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Sale and leaseback transactions
A sale and leaseback transaction occurs when the Group sells an asset and reacquires the use of the asset by entering into a lease with
the buyer. The accounting treatment of the sale and leaseback depends upon the substance of the transaction, whether or not the sale
was made at the asset's fair value, and the relationship with the buyer. For sale and operating leasebacks, the assets are sold at fair value
and accordingly the profit or loss from the sale is recognised immediately in the Group's Income Statement. The operating lease payments
are recognised in accordance with the accounting policy for leases, as disclosed below.
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 asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher
of an asset's 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.
Financial assets
Classification
The Group classifies its financial assets into the following categories: at fair value through profit or loss, loans and receivables, and
available-for-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

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 arm's 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 20.
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 20.
The fair value of financial instruments for an asset or liability that are not based on observable market data (that is, unobservable inputs)
are Level 3 financial instruments, see note 20.
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 Group’s 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
STRATEGIC REPORT
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 Consolidated Income Statement.
GOVERNANCE
Interest on available-for-sale financial assets calculated using the effective interest method is recognised in the Consolidated 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.
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.
Evidence of impairment may include indications that the debtor, 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
indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that
correlate with defaults.
Any impairment is charged to the Consolidated 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 asset's carrying amount and the present value of estimated future cash flows discounted at the financial
asset's 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 debtor's 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 related objectively to an event occurring after the impairment loss was
recognised in profit or loss, the impairment loss is reversed through the Consolidated Income Statement.

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Inventories
Inventories are stated at cost less impairment. Cost is determined using the first in, first out method.
Trade and other receivables

Trade receivables are amounts due from customers for services performed in the ordinary course of business. Amounts recoverable
on contracts, amounts due from subsidiary undertakings, amounts due from joint ventures, deferred finance costs, prepayments and
accrued income and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. 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.
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

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 22. 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.
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 lease's 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 Consolidated
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.
STRATEGIC REPORT
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.
GOVERNANCE
Provisions for other liabilities and charges
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 can be 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 Company's shareholders is recognised as a liability in the Group's Financial Statements in the period in which
the dividends are approved by the Company's 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.
2 Treasury policy and objectives

The Group’s treasury function manages and monitors external funding and investment requirements and financial risks in support of the
Group’s corporate objectives. The Board reviews and agrees procedures, requirements and authority levels for treasury activities. The
Board delegates responsibility for the detailed review of the policies to the Audit Committee.
The Group’s 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
Group’s 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 Group’s financial instruments are market risk (including foreign exchange risk, interest rate risk and price
risk), credit risk and liquidity risk. The Group’s exposures to and management of each of the main risks, together with sensitivities and risk
concentrations, are described in more detail in note 20 to the Financial Statements (page 157).
The Group funds its ongoing activities through cash generated from its operations and, where necessary, borrowings and finance
leases. The Group’s debt facilities are described in note 27 to the Financial Statements (page 171). Utilisation of the Group’s facilities is a
consequence of prior and current year acquisitions and ongoing organic growth. As at 31 March 2016 the Group had £71.9m of undrawn
committed borrowing facilities available (2015: £138.1m).
There have been no significant changes to the Group’s treasury procedures, requirements and authority levels during the year.

138

3 Segmental information
The chief operating decision makers (CODMs) have been identified as the CEO and the Group finance director. The CEO and the
Group finance director review the Group’s internal reporting in order to assess performance and allocate resources. Management has
determined the operating segments based on these reports.
The Group's operating segments for management purposes predominantly reflect its key geographical markets. The segments are: UK
and Europe, North America, Middle East, Asia Pacific and Energy. Details of the business activities and the economic environment in
which each segment operates are given in the Our segments and Segmental performance sections.
The CEO and the Group finance director assess the performance of the operating segments based on underlying operating profit before
interest and tax. Information provided to the CEO and the Group finance director is measured in a manner consistent with that in the
Financial Statements.
a) Group business segments

Revenue and results
Share of post-
External Inter segment Operating Operating tax profit from
revenue trade Revenue profit/(loss) margin joint ventures
2016 £m £m £m £m % £m
UK and Europe 906.9 36.7 943.6 73.8 7.8 0.3
North America 362.0 0.6 362.6 20.4 5.6 –
Middle East 285.0 (36.7) 248.3 29.5 11.9 –
Asia Pacific 94.6 11.5 106.1 8.5 8.0 –
Energy 213.4 (12.1) 201.3 16.7 8.3 0.4
Total for segments 1,861.9 – 1,861.9 148.9 8.0 0.7
Group items:
Joint ventures reported above – – – (0.7) –
Unallocated central items – – – (4.8) –
Total for Group 1,861.9 – 1,861.9 143.4 7.7 0.7
Share of
post-tax (loss)/
External Inter segment Operating Operating profit from
revenue trade Revenue profit/(loss) margin joint ventures
2015 £m £m £m £m % £m
UK and Europe 872.4 31.4 903.8 60.7 6.7 (0.4)
North America 340.4 1.0 341.4 20.0 5.9 –
Middle East 238.2 (21.5) 216.7 22.5 10.4 –
Asia Pacific 102.1 7.6 109.7 9.8 8.9 –
Energy 200.5 (18.5) 182.0 20.4 11.2 0.5
Total for segments 1,753.6 – 1,753.6 133.4 7.6 0.1
Group items:
Joint ventures reported above – – – (0.1) –
Unallocated central items 3.0 – 3.0 (14.8) –
Total for Group 1,756.6 – 1,756.6 118.5 6.7 0.1
Unallocated central items reported in the year ended 31 March 2016 comprise: £6.3m of intangible asset amortisation relating to the
acquisitions of The PBSJ Corporation (PBSJ), Confluence Project Management Pte. Ltd (Confluence), Nuclear Safety Associates, Inc.
(NSA), Houston Offshore Engineering, LLC (HOE) and Terramar AS (Terramar); £3.3m of external fees in relation to the acquisition of the
projects, products and technology (PP&T) segment of EnergySolutions; £3.2m of deferred payment arising on the acquisition of HOE;
£1.5m pension curtailment gain and £6.5m gain on disposal of part of the Group's freehold property at Woodcote Grove.

Unallocated central items reported in the year ended 31 March 2015 comprise: £6.9m of intangible asset amortisation relating to the
acquisitions of PBSJ, Confluence, NSA, HOE and Terramar; impairment of goodwill for the European aerospace business of £2.8m; £4.4m
STRATEGIC REPORT
of external fees in relation to the pursuit of an unsuccessful acquisition; £1.5m of deferred payments arising on the acquisition of HOE;
release of a £3.0m provision relating to the previously disposed of Asset Management business and £2.2m settlement of longstanding
enquiries by the Department of Justice and the Securities and Exchange Commission.
A reconciliation of segmental operating profit to profit before tax is provided as follows:

Group
2016 2015
£m £m
Operating profit 143.4 118.5
Net (loss)/profit on disposal of businesses (3.1) 0.4

Income from other investments 1.1 2.2
Share of post-tax profit from joint ventures 0.7 0.1
GOVERNANCE
Finance income 4.0 4.8
Finance costs (15.0) (19.3)
Net finance costs (11.0) (14.5)
Profit before tax 131.1 106.7
Balance Sheet
Depreciation,
Total Total Investments amortisation
segment segment Net assets/ in joint Capital and
assets liabilities (liabilities) ventures expenditure impairment
2016 £m £m £m £m £m £m
UK and Europe 584.2 (264.7) 319.5 4.0 8.6 13.0
North America 449.8 (57.7) 392.1 – 4.8 4.3
Middle East 144.7 (87.1) 57.6 – 3.4 2.6
Asia Pacific 68.0 (47.2) 20.8 – 1.4 2.7
Energy 112.2 (26.0) 86.2 0.3 1.7 1.2
Total for segments 1,358.9 (482.7) 876.2 4.3 19.9 23.8
Group items:
Unallocated central items 28.4 (615.3) (586.9) – – 6.3
Total for Group 1,387.3 (1,098.0) 289.3 4.3 19.9 30.1
Depreciation,
Total Total Investments amortisation
segment segment Net assets/ in joint Capital and
assets liabilities (liabilities) ventures expenditure impairment
2015 £m £m £m £m £m £m
UK and Europe 521.8 (293.7) 228.1 3.7 30.0 15.2
North America 300.6 (77.2) 223.4 – 2.5 4.1

Middle East 152.0 (94.0) 58.0 – 2.0 1.4
Asia Pacific 61.6 (41.9) 19.7 – 0.7 0.7
Energy 141.1 (30.2) 110.9 0.1 45.3 1.0
Total for segments 1,177.1 (537.0) 640.1 3.8 80.5 22.4
Group items:
Unallocated central items 24.3 (459.4) (435.1) – – 9.7
Total for Group 1,201.4 (996.4) 205.0 3.8 80.5 32.1

140

3 Segmental information continued

a) Group business segments continued
Revenue and results continued
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.
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.
Capital expenditure includes additions to goodwill, other intangible assets and property, plant and equipment.
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.
The Group considers the UK to be its country of domicile. Outside the UK, only the Group's business in the United States (US) contributes
more than 10% of the Group's revenue or non-current assets.
Revenue Non-current assets

2016 2015 2016 2015
£m £m £m £m
UK 960.9 921.7 100.7 98.8
US 398.6 373.4 237.5 231.4
Other 502.4 461.5 47.1 46.6
Total for Group 1,861.9 1,756.6 385.3 376.8
Non-current assets exclude deferred tax assets and derivative financial instruments.
c) Major customers
In the year ended 31 March 2016 revenue from the UK Government represents approximately £200.3m of the Group's total revenue and
is included within the UK and Europe and Energy segments. In addition revenue of approximately £156.7m (2015: £191.0m) is derived
from one single external customer and is attributable to the UK and Europe operating segment.
4 Joint ventures
Aggregate financial information for all individually immaterial joint ventures.
Income Statement – continuing operations
Group
2016 2015
£m £m
Share of post-tax profit from joint ventures 0.7 0.1
Balance Sheet
2016 2015
£m £m
Investments in joint ventures 4.3 3.8
The Group's joint ventures are detailed in note 41.

5 Operating profit – analysis of costs by nature
STRATEGIC REPORT
Group
2016 2015
Note £m £m
Operating profit is arrived at after charging/(crediting):
Amortisation and impairment of intangibles 16 11.9 13.0
Impairment of goodwill 15 – 2.8
Deferred acquisition payments 10 3.2 1.5
Depreciation of property, plant and equipment 17 18.2 16.3
Employee benefit costs 6 1,095.3 940.8
Impairment of trade receivables/(reversal of impairment)
– increase in provisions 24 9.4 14.4
– release of provisions 24 (11.1) (10.4)
Profit on sale of property, plant and equipment (6.7) –
Loss on sale of intangible assets – 0.1
GOVERNANCE
Net foreign exchange losses/(gains) 4.9 (1.1)
Payments under operating leases 60.8 56.3
Receipts under operating leases (4.5) (4.0)
Research and development expenditure credit (RDEC) (5.4) (5.0)
Company operating profit was arrived at after generating £nil of realised profit on disposal of investments (2015: £nil).
Services provided by the Group's auditor

During the year the Group (including its overseas subsidiaries) obtained the following services from the Group's auditor:
Group
2016 2015
£m £m
Statutory audit of the Company and Group Financial Statements 0.3 0.3
The audit of the Financial Statements of Group companies pursuant to legislation:
– UK 0.4 0.4
– Non-UK 0.6 0.6
Audit-related assurance services 0.1 0.1
Total audit services 1.4 1.4
Taxation compliance services 1.5 1.0
Taxation advisory services 1.4 –
Services connected with an unsuccessful acquisition pursuit (refer note 11) – 1.1
Other – 0.1
Total non-audit services 2.9 2.2
Total 4.3 3.6
Included in total other services for 2016 are £0.6m of costs in relation to the acquisition of PP&T (see note 40).
The fee for the statutory audit of the Company's annual Financial Statements was £0.1m (2015: £0.1m). £nil of other services were
provided to the Company by the Group's auditor (2015: £0.4m).

142

6 Employee benefit costs

Monthly average Year end
2016 2015 2016 2015
Number Number Number Number
Number of full time equivalent people (including executive
directors, but excluding agency staff) employed by the Group
By segment:
UK and Europe 9,116 9,064 9,014 9,286
North America 2,750 2,792 2,741 2,731
Middle East 2,412 2,039 2,349 2,168
Asia Pacific 1,291 1,381 1,214 1,352
Energy 1,759 1,550 1,761 1,723
Corporate 85 81 93 80
Total for Group 17,413 16,907 17,172 17,340
Aggregate employee benefit costs of those people amounted to:
Group
2016 2015
Note £m £m
Wages and salaries, including restructuring costs 965.7 819.4
Social security costs 69.5 64.2
Pension curtailment gain (1.5) –
Defined benefit current service cost 30 2.6 2.2
Charge for defined contribution schemes 30 43.3 39.8
Other post-employment benefit costs 30 4.2 3.9
Share-based payments 33 11.5 11.3
1,095.3 940.8
Wages and salaries include £7.5m of restructuring costs (2015: £3.5m) 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 39.

7 Net finance costs
STRATEGIC REPORT
Group
2016 2015
Note £m £m
Interest payable on borrowings 3.2 3.3
Unwinding of discount on vacant property 29 0.1 0.1
Unwind of discount on contingent and deferred consideration 20 0.4 0.1
Net finance costs on net post-employment benefit liabilities 30 10.6 14.3
Other finance costs 0.7 1.5
Finance costs 15.0 19.3
Interest receivable on short term deposits (0.8) (1.1)
Interest income on financial assets at fair value through profit or loss (0.3) (0.6)
Unwinding of discount (0.3) –
Interest receivable on loan notes (2.4) (2.5)
Other finance income (0.2) (0.6)
GOVERNANCE
Finance income (4.0) (4.8)
Net finance costs 11.0 14.5
Company net finance costs were £1.1m (2015: £1.3m).
8 Income tax expense

a) Analysis of charge in the year
Group
2016 2015
Note £m £m
Current income tax
– current tax on profits for the year 33.2 28.1
– adjustment in respect of prior years (6.3) (0.3)
Deferred income tax 19
– origination and reversal of temporary differences (1.1) (6.5)
– effect of changes in tax rates 1.9 (0.3)
Income tax charged to Consolidated Income Statement 27.7 21.0
Adjust for:
– taxation on net profit on disposal of businesses – (0.1)
– taxation on exceptional items – 0.5
– taxation on amortisation of acquired intangibles 2.4 2.5
– taxation on deferred acquisition payments 1.2 0.6
Underlying income tax expense 31.3 24.5
Profit before tax per Consolidated Income Statement 131.1 106.7

Adjust for:
– net loss/(profit) on disposal of businesses 3.1 (0.4)

– exceptional items (4.7) 4.4
– impairment of goodwill – 2.8
– amortisation and impairment of acquired intangibles 6.3 6.9
– deferred acquisition payments 3.2 1.5
Underlying profit before income tax 139.0 121.9
Effective income tax rate 21.1% 19.7%

Underlying effective income tax rate 22.5% 20.1%

144

8 Income tax expense continued

b) Factors affecting income tax rate
The income tax rate for the year is higher (2015: lower) than the standard rate of corporation tax in the UK of 20% (2015: 21%). The
differences are explained below:
Group
2016 2015
% %
UK statutory income tax rate 20.0 21.0
Increase/(decrease) resulting from:

Expenses not deductible for tax purposes 0.8 0.8
Adjustment in respect of overseas tax rates 3.2 2.6
Effect of share-based payments 0.2 0.7
Research and development tax credits (3.5) (1.1)
Losses not previously recognised for tax (1.3) (4.2)
Effect of change in tax rates 1.4 (0.3)
Other 0.3 0.2
Effective income tax rate 21.1 19.7
The underlying income tax rate for the year is higher (2015: lower) than the standard rate of corporation tax in the UK of 20%
(2015: 21%). The differences are explained below:
Group
2016 2015
% %
UK statutory income tax rate 20.0 21.0
Increase/(decrease) resulting from:

Expenses not deductible for tax purposes 0.9 0.3
Adjustment in respect of overseas tax rates 4.3 3.0
Effect of share-based payments 0.1 0.6
Research and development tax credits (3.3) (1.0)
Losses not previously recognised for tax (1.2) (3.7)
Effect of change in tax rates 1.4 (0.2)
Other 0.3 0.1
Underlying effective income tax rate 22.5 20.1
The rate of corporation tax in the UK as at 31 March 2016 was 20%. Legislation to reduce the rate of corporation tax to 19% from 1 April
2017 and 18% from 1 April 2020 was substantively enacted on 26 October 2015. A further reduction in the UK corporation tax rate to
17% from 1 April 2020 (rather than the 18% previously announced) was announced in the March 2016 Budget, however as this was not
substantively enacted at the balance sheet date, the impact is not reflected in the figures above.

c) Income tax on components of other comprehensive income

The tax (charge)/credit relating to components of other comprehensive income is as follows:
STRATEGIC REPORT
Group
Post-
employment
benefit Cash flow
liability hedges Total
2016 £m £m £m
At 1 April 54.4 – 54.4
Deferred income tax (10.5) – (10.5)
Current income tax 4.8 0.3 5.1
At 31 March 48.7 0.3 49.0
Group
Post-
employment
GOVERNANCE
benefit Cash flow
liability hedges Total
2015 £m £m £m
At 1 April 55.9 0.9 56.8
Deferred income tax (5.5) – (5.5)
Current income tax 4.0 (0.9) 3.1
At 31 March 54.4 – 54.4

146

9 Net (loss)/profit on disposal of businesses

2016 2015
Group £m £m
(Loss)/profit on disposal of businesses
WS Atkins – (Portugal) CEPI Limitada (3.1) –
WS Atkins – Polska Sp. z o.o. – (0.1)
UK highways services – 0.5
Net (loss)/profit on disposal (3.1) 0.4
WS Atkins – (Portugal) CEPI Limitada

In July 2015, the Group announced the completion of its disposal of WS Atkins (Portugal) CEPI Limitada to an international investment
fund. All staff and assets transferred on 24 June 2015.
While the assets and liabilities of the Portuguese business represent a disposal group, the business has not been reported as a
discontinued operation at 31 March 2016 as it did not represent a major line of business.
The Portuguese business was reported within the UK and Europe operating segment (note 3) prior to its disposal.
The loss on disposal at 24 June 2015 was as follows:
2016
£m
Net consideration received or receivable at date of disposal
Initial cash consideration –
Disposal consideration –
Assets and liabilities at date of disposal

Deferred income tax assets 0.1
Cash and cash equivalents 2.4
Trade and other receivables 0.5
Trade and other payables (0.3)
Net assets 2.7
Loss on disposal before costs (2.7)
Disposal costs incurred (0.4)
Loss on disposal (3.1)
WS Atkins – Polska Sp. z o.o.

On 11 September 2014 the disposal of the Group's Polish business, WS Atkins - Polska Sp. z o.o., to Multiconsult AS was completed. The
business was sold for a net cash consideration of €3.5m (£2.8m).
While the assets and liabilities of the Polish business represent a disposal group, the business has not been reported as a discontinued
operation at 31 March 2015 as it did not represent a major line of business.
The Polish business was reported within the UK and Europe operating segment (note 3) prior to its disposal.
UK highways services
On 27 February 2013 contracts were exchanged to dispose of the Group's 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.
While the profit on disposal of this business was included in the Consolidated Income Statement for the year ended 31 March 2014,
during the year ended 31 March 2015, a portion of the available deferred consideration was received, totalling £0.5m. This resulted in a
£0.5m profit on disposal being recognised in the year ended 31 March 2015.

10 Business combinations
Terramar AS (Terramar)
STRATEGIC REPORT
On 17 November 2014 the Company acquired the entire share capital of Terramar, one of Norway's leading project management
consultancies, for a cash consideration of NOK135.1m (£12.8m). Terramar has been involved in the planning and implementation of some
of Norway's most high profile projects. The company has 65 employees providing project management services across infrastructure,
health, urban development and communications.
Terramar has unique project management skills and a well-established client base in both the public and private sector in Norway.
The acquisition raised our skills in project management and our presence in Norway, bringing the capacity, skills and knowledge to enable
us to bid for major projects.
At 31 March 2015, the fair value of acquired assets, liabilities and goodwill for this business combination were 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 position has now been finalised and has not changed from the position reported at
31 March 2015.
Houston Offshore Engineering, LLC (HOE)

On 1 October 2014 the Group acquired the entire share capital of HOE, a leading oil and gas offshore engineering business based
GOVERNANCE
in Houston, Texas, USA. HOE employs a team of 150 specialists with vast experience in the design of offshore deep water floating
production platforms. The company also brings to the Group a well-established project and client base in the international oil and gas
market. HOE's key disciplines include platform structures and systems, naval architecture and marine engineering, power, electrical
and instrumentation engineering, piping and topsides engineering. The company works through all stages of the project design and
construction lifecycle, from concept through front end engineering design and detailed engineering, project delivery, procurement and
construction support, transport and installation.
At 31 March 2015, the fair value of acquired assets, liabilities and goodwill for this business combination were 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 position has now been finalised and has not changed from the position reported at
31 March 2015.
In addition to the initial consideration paid, US$14.6m (£9.0m) cash was paid into escrow and will be paid out to the vendors if they
remain employed by the Group for the three years following the acquisition. This amount is being amortised over the retention period
as a post-acquisition employment expense. During the year ended 31 March 2016, £3.2m (31 March 2015: £1.5m) was charged to
administrative expenses in the Consolidated Income Statement.
Nuclear Safety Associates, Inc (NSA)

On 4 September 2014 the Group acquired the entire share capital of Nuclear Safety Associates, Inc (NSA), a 130 people engineering
and technical services firm, for a debt-free cash consideration of US$14.0m (approximately £8.5m) with a further US$1m (approximately
£0.6m) deferred for two years.
In addition, contingent consideration is payable in cash to the former owners of NSA based on revenue and operating profit targets for
the first three years from acquisition, followed by operating margin growth levels for the next two years. The Group prepares detailed
forecasts on the acquisition of a business and updates these on a quarterly basis as part of its normal operating processes. These forecasts
use management's evaluation of the revenue, costs and expected margins, based on past experience. Refer to note 20 for further detail.
NSA brings expertise in nuclear safety, design engineering and professional security services and has a well-established project and client
base in the US nuclear market.  
The acquisition enhances the Group's presence in North America, the world's largest nuclear market, and its safety and security skills will
strengthen the Group's international nuclear offering.
At 30 September 2014 and 31 March 2015, the fair value of acquired assets, liabilities and goodwill for this business combination were
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 position has now been finalised and has not changed from the position
reported at 31 March 2015.

148

11 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 amounts presented as exceptional items in these Financial Statements is given below:
Group
2016 2015
£m £m
Profit on disposal of property 6.5 –
External fees in relation to acquisition of PP&T (3.3) –
Curtailment gain relating to one-off pension events 1.5 –
External fees in relation to unsuccessful acquisition pursuit – (4.4)
4.7 (4.4)
The exceptional items above are included within administrative expenses in the Group's Consolidated Income Statement.
The sale of part of the Group’s Woodcote Grove property in Epsom completed on 30 September 2015 and resulted in a pre and post-tax
profit on disposal of £6.5m being recognised at 31 March 2016. There was no tax on the profit on disposal as the taxable gain will be
reduced to nil by indexation allowance.
In November 2015, the Group signed an agreement to acquire PP&T, an international nuclear engineering services business headquartered
in North America. The transaction completed on 11 April 2016. Consistent with the Group's treatment of such costs on similar scale
acquistions in prior periods, the external fees to 31 March 2016 of £3.3m in relation to the acquisition have been classified as an
exceptional item. Further details of the transaction are set out in note 40.
For details of the pension curtailment gain, refer to note 30.
12 Dividends
Company and Group
2016 2015 2016 2015
pence pence £m £m
Final dividend paid for the year ended 31 March 2015 (2014) 25.50 23.25 24.8 22.7
Interim dividend paid for the year ended 31 March 2016 (2015) 11.70 11.00 11.4 10.7
Dividends recognised in the year 37.20 34.25 36.2 33.4
Interim dividend paid for the year ended 31 March 2016 (2015) 11.70 11.00 11.4 10.7
Final dividend proposed for the year ended 31 March 2016 (2015) 27.80 25.50 27.0 24.8
Dividends relating to the year 39.50 36.50 38.4 35.5
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 2016 one Employee Benefit Trust (EBT) had an agreement in place to waive dividends in excess of 0.01 pence per share on
213,461 ordinary shares (2015: 213,461). A separate Employee Benefit Trust also had an agreement in place as at 31 March 2016 to waive
future dividends in their entirety on 2,606,304 ordinary shares (2015: 2,730,695). These arrangements reduced the dividends paid in year
by £1.0m (2015: £0.8m).
As at 31 March 2016, 4,341,000 ordinary shares (2015: 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 £1.6m (2015: £1.5m).

13 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
STRATEGIC REPORT
during the year, excluding shares held by the EBTs which have not unconditionally vested to the employees and shares held in treasury.
Diluted EPS is the basic EPS after allowing for the dilutive effect of the conversion into ordinary shares of the number of options and
awards outstanding during the year. The options and awards relate to discretionary employee share plans.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:
Group
2016 2015
Number (000) Number (000)
Number of shares
Weighted average number of shares used in basic and underlying basic EPS 97,366 97,573
Effect of dilutive securities – share options 2,796 2,785
Weighted average number of shares used in diluted and underlying diluted EPS 100,162 100,358
GOVERNANCE
Note £m £m
Earnings
Profit for the year attributable to owners of the parent 103.2 85.7
Exceptional items (net of tax) 11 (4.7) 3.9
Goodwill impairment (net of tax) – 2.8
Amortisation of acquired intangibles (net of tax) 3.9 4.4
Deferred acquisition payments (net of tax) 2.0 0.9
Net loss/(profit) on disposal of businesses (net of tax) 9 3.1 (0.3)
Underlying earnings 107.5 97.4
pence pence
Basic earnings per share 106.0 87.8
Diluted earnings per share 103.0 85.4
Underlying basic earnings per share 110.4 99.8

Underlying diluted earnings per share 107.3 97.1
14 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 £54.9m
(2015: £34.7m), which included £56.2m (2015: £40.9m) of dividend income from subsidiary companies.
The Company's individual Income Statement and Statement of Comprehensive Income were approved by the Board on 15 June 2016.

150

15 Goodwill
Group
2016 2015
Note £m £m
Cost at 1 April 255.9 212.1
Additions 10 – 30.5
Difference on exchange 9.4 13.3
Cost at 31 March 265.3 255.9
Aggregate impairment at 1 April 11.5 8.1

Impairment charge for the year – 2.8
Aggregate impairment at 31 March 12.1 11.5
Net book value at 31 March 253.2 244.4
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 Group's CGU, or group of CGUs, that management has identified in order to carry out impairment tests.
The following is a summary of goodwill allocation by CGU or group of CGUs, summarised at the operating segment level:
Group
2016 2015
£m £m
UK and Europe 49.7 49.2
North America 151.5 144.7
Asia Pacific 5.9 5.6
Energy 46.1 44.9
Total 253.2 244.4
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.
Cash generating units

Following the reorganisation and rationalisation of our UK operations into four market facing divisions, which took effect on 1 April
2015, the CGUs for the purpose of testing goodwill allocated to the UK and Europe operating segment have changed. Following IAS 36
requirements, this reorganisation required a reallocation of goodwill previously allocated to the CGUs of the former reporting structure.
There was no change to the goodwill allocation at the operating segment level.

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 arm's-length
STRATEGIC REPORT
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.
Value in use calculations

Methodology
The internal value in use calculations use cash flow projections based on the following financial year's budget approved by the Board,
which is based on past performance and management's expectations of market developments. The key assumptions in the budget relate
to revenue and profit margins. Budgeted revenue is based on management's knowledge of actual results from prior years, along with
the existing committed and contracted workload, as well as management's 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 or the Group's formal five year plan.
The cash flow projections from that budget are extrapolated for the next four years using an estimated growth rate and projected margin
for all CGUs, or groups of CGUs, except for the North America operating segment and the oil and gas business of the Energy operating
GOVERNANCE
segment. The Group's formal five year plan is used for these parts of the business as it provides a better indication of their future
performance. The growth rates used to extrapolate the budgets are between 1.9% to 3.0% and are based on the economic environment
for the country or region 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 or region in which the CGU operates of between 1.8% and 3.2%.
The growth rates are derived from the International Monetary Fund's World Economic Outlook published gross domestic product (GDP)
growth rates. Projected margins reflect the historical and budgeted performance of the CGU or the Group's formal five year plan margin
expectations. The projections do not include the impact of future restructuring projects to which the Group is not yet committed.
The cash flows have been discounted using the CGU's specific pre-tax discount rates of between 8.9% and 13.1%. The discount rates
have been calculated using the capital asset pricing model to determine the cost of equity and are adjusted for risks specific to the CGU.
The discount rates are revised annually using updated market information.
Assumptions
The growth rate and discount rate assumptions used for the internal value in use calculations are as follows:
Group
2016 2015
Five year growth rate 1.9% – 3.0% 1.9% – 3.8%
Post five year growth rate 1.8% – 3.2% 1.8% – 3.8%
Pre-tax discount rate 8.9% – 13.1% 8.9% – 16.0%
Prior period impairment loss

Following the downturn in the European aerospace market, the carrying amount of goodwill arising on the acquisition in 2007 of the
Dutch consultancy Nedtech Engineering BV was reviewed during the prior year ended 31 March 2015 and, as a consequence, reduced to
its recoverable amount through the recognition of an impairment loss of £2.8m. This loss was included in administrative expenses in the
Consolidated Income Statement for the period ended 31 March 2015.
Following the reorganisation and rationalisation of our UK operations, there was a reallocation of goodwill previously allocated to the
CGUs of the former reporting structure, including the goodwill arising on the acquisition of Nedtech Engineering BV. Following these
changes, sensitivity analysis has indicated that there is no longer a significant risk of the carrying amount of the CGU, to which this
goodwill has been allocated, exceeding its recoverable amount.

152

15 Goodwill continued
Sensitivity analysis
North America group of CGUs
Goodwill of £151.5m (2015: £144.7m) allocated to the North America operating segment includes £143.5m 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 Group's total carrying amount of goodwill. The recoverable amount of this group of CGUs has been determined using an
internal value in use calculation, key inputs to which are the Group's 2016/17 budget and the formal five year plan for the North America
segment, which covers the period to 2020. The other assumptions used for this value in use calculation are the long term growth rate and
the discount rate as follows:
2016 2015
Post five year growth rate 2.0% 2.0%
Pre-tax discount rate 12.2% 14.0%
Given the materiality of goodwill allocated to the North America group of CGUs, sensitivity analysis has been performed on the key
assumptions used in the value in use calculations. The recoverable amount of the North America group of CGUs calculated based on
value in use exceeds its carrying value by £161.6m. The two assumptions to which these value in use calculations are most sensitive are
the projected profit margin as extracted from the five year plan and the discount rate applied. Specific sensitivity analysis with regard to
these assumptions shows that, with respect to the profit margin it would need to fall by 350 basis points before any impairment would be
triggered, and similarly the pre-tax discount rate would need to increase from 12.2% to 18.4%.
Oil and gas group of CGUs

Market conditions in the oil and gas sector and the performance of our oil and gas business, as reported in the Energy Segmental
performance, led to a closer review of the carrying value of goodwill in the oil and gas CGU. We have included additional information for the
oil and gas CGU. The recoverable amount of the oil and gas CGU exceeds the carrying amount of the group of CGUs at 31 March 2016 by
£22.3m (2015: £74.1m). The recoverable amount of this group of CGUs has been determined using an internal value in use calculation, key
inputs to which are the Group's 2016/17 budget and the formal five year plan for the oil and gas business, which covers the period to 2020.
The other assumptions used for this value in use calculation are the long term growth rate and the discount rate as follows:
2016 2015
Post five year growth rate 1.8% 1.9%
Pre-tax discount rate 10.7% 10.5%
Sensitivity analysis has been performed on the key assumptions used in the value in use calculations. The two assumptions to which these
value in use calculations are most sensitive are 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 190 basis points before any impairment would be
triggered, and similarly the pre-tax discount rate would need to increase from 10.7% to 13.3%.
For the CGUs other than those disclosed above, 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 change in any individual key assumption would cause the carrying amount of any CGU
to exceed its recoverable amount. As at 31 March 2016 and 2015, based on these valuations, the recoverable value of the remaining
goodwill required no impairment.

16 Other intangible assets
STRATEGIC REPORT
Group
Acquired Corporate Trade names
customer information and Software
relationships systems trademarks licences Total
Note £m £m £m £m £m
Cost at 1 April 2014 40.8 0.2 1.2 26.4 68.6
Additions – – 1.0 4.4 5.4
Acquisition of subsidiary undertakings 10 16.3 – 6.4 0.1 22.8
Disposals – – – (2.0) (2.0)
Divestment of subsidiary undertakings – – – (0.1) (0.1)
Difference on exchange 5.1 – 0.6 0.5 6.2
Cost at 31 March 2015 62.2 0.2 9.2 29.3 100.9
Additions – – – 3.0 3.0
Disposals – – – (4.7) (4.7)
GOVERNANCE
Difference on exchange 2.7 – (0.3) 0.4 2.8
Cost at 31 March 2016 64.9 0.2 8.9 27.9 101.9
Accumulated amortisation and

impairment at 1 April 2014 15.1 0.2 1.2 16.7 33.2
Amortisation charge for the year 5 6.2 – 0.8 6.0 13.0
Disposals – – – (1.9) (1.9)
impairment at 31 March 2015 23.2 0.2 2.1 21.1 46.6
Amortisation charge for the year 1
5 4.8 – 1.7 5.4 11.9
Disposals – – – (4.5) (4.5)
impairment at 31 March 2016 28.7 0.2 3.9 22.3 55.1
Net book value at 31 March 2016 36.2 – 5.0 5.6 46.8

Net book value at 31 March 2015 39.0 – 7.1 8.2 54.3
1
Included in the amortisation of trade names and trademarks for 31 March 2016 is £1.5m in respect of acquired intangibles.
Included within acquired customer relationships are costs of £4.9m (2015: £4.9m) in respect of backlog orders, arising from the
acquisition of PBSJ on 1 October 2010. At 31 March 2016, the net book value of these backlog orders is £nil (2015: £nil) and they
are fully amortised.
The remaining amortisation life of the other assets included within acquired customer relationships is 13.5 years.
Included within acquired customer relationships are costs of £1.2m (2015: £1.2m) in respect of backlog orders, arising from the acquisition of
NSA on 4 September 2014. At 31 March 2016, the net book value of these backlog orders is £nil (2015: £0.2m) and they are fully amortised.
Included within acquired customer relationships are costs of £4.1m (2015: £4.1m) in respect of backlog orders, arising from the acquisition of
HOE on 1 October 2014. At 31 March 2016, the net book value of these backlog orders is £nil (2015: £1.5m) and they are fully amortised.
The amortisation charge for the year of £11.9m (2015: £13.0m) is included in administrative expenses in the Consolidated Income Statement.

154

17 Property, plant and equipment

Group
Short term Plant,
Freehold land leasehold machinery and
and buildings property vehicles Total
Cost at 1 April 2014 20.4 29.6 70.8 120.8
Additions 0.1 4.0 15.8 19.9
Acquisition of subsidiary undertakings 10 – 0.8 1.1 1.9
Disposals – (1.4) (7.1) (8.5)
Divestment of subsidiary undertakings – – (0.3) (0.3)
Difference on exchange 1.0 1.3 3.1 5.4
Cost at 31 March 2015 21.5 34.3 83.4 139.2
Additions – 4.0 12.9 16.9
Disposals (7.8) (3.1) (17.1) (28.0)
Cost at 31 March 2016 14.3 36.0 81.0 131.3
Accumulated depreciation at 1 April 2014 8.5 21.3 44.3 74.1

Depreciation charge for the year 5 0.5 3.3 12.5 16.3
Disposals – (1.3) (7.1) (8.4)
Accumulated depreciation at 31 March 2015 9.1 24.2 52.3 85.6
Depreciation charge for the year 5 0.4 3.5 14.3 18.2
Disposals (6.3) (3.1) (17.0) (26.4)
Accumulated depreciation at 31 March 2016 3.4 25.0 51.0 79.4
Net book value at 31 March 2016 10.9 11.0 30.0 51.9

Net book value at 31 March 2015 12.4 10.1 31.1 53.6
The depreciation charge for the year of £18.2m (2015: £16.3m) is included in administrative expenses in the Consolidated Income Statement.
An independent valuation of the Group's freehold land and buildings was performed by valuers to determine their fair value at 31 March
2016. The market value of freehold land and buildings is estimated at £12.5m (2015: £20.1m).
Included in plant, machinery and vehicles above are equipment and vehicles held under finance leases and hire purchase contracts as follows:
2016 2015
£m £m
Cost 0.2 0.2
Accumulated depreciation (0.1) (0.2)
Net book value 0.1 –

18 Investments in subsidiaries
STRATEGIC REPORT
Company
Total
£m
Cost at 1 April 2014 201.8
Additions 8.6
Cost at 31 March 2015 210.4
Additions 9.4
Disposals (0.4)
Cost at 31 March 2016 219.4
Impairment at 1 April 2014 0.8

Impairment charge for the year 2.9
Impairment at 31 March 2015 3.7
Disposals (0.4)
GOVERNANCE
Impairment at 31 March 2016 3.3
Net book value at 31 March 2016 216.1

Net book value at 31 March 2015 206.7
The Group's subsidiaries are disclosed in note 41.
19 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
2016 2015
£m £m
Deferred tax assets:
– deferred tax assets to be recovered after more than 12 months 62.7 75.7
– deferred tax assets to be recovered within 12 months 3.8 1.1
66.5 76.8
Deferred tax liabilities:

– deferred tax liabilities to be settled after more than 12 months (6.9) (7.0)
– deferred tax liabilities to be settled within 12 months (4.8) (3.1)
(11.7) (10.1)
Deferred tax assets (net) 54.8 66.7
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.

156

19 Deferred income tax continued

a) Net deferred tax assets/(liabilities)
Group
2016 2015
£m £m
Accelerated depreciation 6.4 7.8
Share-based payments 3.6 4.2
Goodwill (2.6) (3.6)
Deferred tax asset on post-employment benefit liabilities 49.3 60.6
Deferred income (14.2) (12.2)
Amortisation of acquired intangibles (8.6) (10.1)
Employee benefits 11.3 9.8
Other temporary differences 9.6 10.2
Total deferred income tax 54.8 66.7
b) Analysis of movements during the year
Group
2016 2015
Note £m £m
Deferred tax assets at 1 April 66.7 67.2
Deferred tax (charged)/credited to the Consolidated Income Statement 8 (0.8) 6.8
Deferred tax on disposals – (0.7)
Deferred tax on acquisitions 10 – (0.6)
Deferred tax charged to equity (11.0) (6.1)
Foreign exchange difference on deferred tax (0.1) 0.1
Deferred tax assets at 31 March 54.8 66.7
The Finance Act 2015 enacted a reduction to the rate of UK corporation tax to 19% from 1 April 2017 and 18% from 1 April 2020. As
Finance Act 2015 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 2016. A further reduction in the UK corporation tax rate to 17% from 1 April 2020 (rather than the 18%
previously announced) was announced in the March 2016 Budget but not substantively enacted at the balance sheet date.

20 Financial risk management

Financial risk factors
STRATEGIC REPORT
The Group's 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 Group's overall risk management programme focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the Group's financial performance. The Group uses derivative financial instruments to
hedge certain risk exposures.
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 Group's 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 (note 2).
Where individual sensitivities are disclosed below, all other variables are held constant.
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.
GOVERNANCE
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
Consolidated Income Statement
• changes in the carrying value of other financial instruments not in hedging relationships only affect the Consolidated Income
Statement.
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 Group's investments in foreign operations.
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 Group's
investments in foreign operations.
The Group's 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.
At 31 March 2016, if sterling had strengthened 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 (2015: £0.4m) and equity would have been £0.4m higher (2015: £0.4m). If sterling
had weakened by a reasonably possible change of 10% against the US dollar, post-tax profit for the year would have been lower by
approximately £0.5m (2015: £0.5m) and equity would have been £0.5m lower (2015: £0.5m).
At 31 March 2016, 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 £0.6m (2015: £0.4m) and equity would have been £0.6m lower (2015: £0.4m). 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 (2015: £0.5m) and equity would have been £0.8m higher (2015: £0.5m).
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 Group's foreign operations is managed through borrowings denominated in
the relevant foreign currencies.

158

20 Financial risk management continued

Financial risk factors continued
a) Market risk continued
ii) Interest rate risk
The Group's 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 2016 had been 10 basis points
higher/lower, post-tax profit for the year would have been approximately £0.2m (2015: £0.2m) 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.
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 Group's Balance Sheet at 31 March. The Group does not hold any collateral
as security. The Group's 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 Group's 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. There is no recent history of default.

c) Liquidity risk
The Group funds its activities through cash generated from its operations and, where necessary, borrowings and finance leases. The Group's
STRATEGIC REPORT
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 Group's liquidity
requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed
borrowing facilities (note 27) 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 Group's 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.
The table below analyses the Group's 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.
Group
2016
On demand
GOVERNANCE
or within Between Between Over
1 year 1 and 2 years 2 and 5 years 5 years Total
£m £m £m £m £m
Finance leases – 0.1 – – 0.1
Bank loans1 10.0 3.1 225.3 – 238.4
Private placement debt1 2.5 2.5 56.0 – 61.0
Trade payables 75.1 – – – 75.1
2015
On demand
£m £m £m £m £m
Finance leases 0.1 – – – 0.1
Bank loans1 61.1 – – – 61.1
Private placement debt1 2.5 2.5 5.3 50.2 60.5
Trade payables 66.3 – – – 66.3

160


c) Liquidity risk conintuned
Company
2016
On demand
£m £m £m £m £m
Bank loans1 10.0 3.1 225.3 – 238.4
Private placement debt1 2.5 2.5 56.0 – 61.0
Intercompany payables 51.9 – – – 51.9
2015
On demand
£m £m £m £m £m
Bank loans1 61.1 – – – 61.1
Private placement debt 1
2.5 2.5 5.3 50.2 60.5
Intercompany payables 65.9 – – – 65.9
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.
d) Concentrations of financial instruments

The carrying amounts of the Group’s financial assets and liabilities, excluding derivative financial instruments, were denominated in the
following currencies:
2016 2015
Financial Financial Financial Financial
assets liabilities assets liabilities
£m £m £m £m
Sterling 269.5 322.6 302.9 157.5
US dollar 333.3 18.8 127.3 7.3
UAE dirham 38.6 8.1 39.5 6.5
Qatari riyal 27.1 2.9 28.3 2.3
HK dollar 16.2 – 19.6 0.2
Euro 15.7 1.1 14.5 1.3
China RMB 10.9 0.2 19.4 0.4
Danish krone 8.3 0.7 6.5 0.2
Saudi Arabian riyal 8.4 0.4 12.6 0.6
Singapore dollar 6.0 0.4 2.8 –
Australian dollar 4.3 0.1 6.0 0.9
Swedish krona 3.7 0.4 2.7 0.4
Trinidad & Tobago dollar 3.4 – 1.4 –
Malaysian ringgit 1.4 – 0.1 –
Other 18.8 – 17.2 –
Total 765.6 355.7 600.8 177.6
As at 31 March 2016, the carrying value of the financial assets of the Company are denominated in US dollars (£281.6m) and sterling
(£59.0m). The carrying value of the financial liabilities of the Company are denominated in US dollars (£280.5m) and sterling (£51.9m).

At 31 March 2015, the carrying value of the financial assets of the Company were denominated in US dollars (£115.1m) and sterling
(£54.3m). The carrying value of the financial liabilities of the Company were denominated in US dollars (£111.2m) and sterling (£68.5m).
STRATEGIC REPORT
Financial assets consist of loan notes; trade receivables (net); intercompany receivables (nil in Consolidated Financial Statements); 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 Financial Statements); and borrowings.
Capital risk management

The Group's objectives when managing capital are to safeguard the Group's 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
underlying earnings before interest, taxes, depreciation, amortisation and impairment (EBITDA). This policy is unchanged from the prior year.
The ratios of net debt plus net defined benefit pension deficit net of total deferred tax to underlying EBITDA as at 31 March 2016 and
2015 were as follows:
GOVERNANCE
Group
2016 2015
Note £m £m
Total borrowings 27 280.6 111.3
Less: cash and cash equivalents 26 (419.3) (235.4)
Net cash and cash equivalents (138.7) (124.1)
Net defined benefit pension deficit 30 265.3 298.4
Net deferred tax asset 19 (54.8) (66.7)
Net debt plus net defined pension deficit net of total deferred tax 71.8 107.6

Add: depreciation 5 18.2 16.3
Add: amortisation and impairment 5 11.9 15.8
EBITDA 172.2 153.3
Add: net loss/(profit) on disposal of businesses 3.1 (0.4)
Less: exceptional items 11 (4.7) 4.4
Add: deferred acquisition payments 10 3.2 1.5
Underlying EBITDA 173.8 158.8
Ratios of net debt plus net defined benefit pension
deficit net of total deferred tax to underlying EBITDA 0.4 0.7
Total capital, as shown below, is calculated as 'equity' as shown in the Consolidated Balance Sheet less net funds. Net funds is calculated
as total borrowings less cash and cash equivalents:
Group
2016 2015
Note £m £m
Total borrowings 27 280.6 111.3
Less: cash and cash equivalents 26 (419.3) (235.4)

Net funds (138.7) (124.1)
Total equity 289.3 205.0
Total capital 150.6 80.9

162


d) Concentrations of financial instruments continued
Fair value estimation
The table below analyses the Group's financial instruments carried at fair value, by valuation method. The different levels have been
defined as follows:
• quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)
• 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)
• inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The following table presents the Group's assets and liabilities that are measured at fair value at 31 March 2016 and 2015.
2016 2015
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£m £m £m £m £m £m £m £m
Assets
Derivatives used for hedging
– Foreign exchange contracts – 3.3 – 3.3 – 2.5 – 2.5
Financial assets at fair value through profit or loss
Marketable securities
– Fixed interest securities 24.2 – – 24.2 20.9 – – 20.9
– Life insurance policies – 2.9 – 2.9 – 3.1 – 3.1
– Floating rate notes 5.8 – – 5.8 5.5 – – 5.5
– UK treasury bills – – – – 3.9 – – 3.9
Total assets 30.0 6.2 – 36.2 30.3 5.6 – 35.9
Liabilities
Derivatives used for hedging
– Foreign exchange contracts – 1.5 – 1.5 – 0.8 – 0.8
Financial liabilities at fair value through profit or loss
– Contingent consideration – – 1.9 1.9 – – 2.8 2.8
Total liabilities – 1.5 1.9 3.4 – 0.8 2.8 3.6
There have been no changes to the classification of the Group's financial instruments carried at fair value between Level 1, Level 2 and
Level 3 at 31 March 2016 or 2015.
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 arm's length basis. The quoted
market price used for financial assets held by the Group is the mid market price.

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 life insurance policies is
determined using the market value of underlying investments as advised by fund actuaries. 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.


The fair value of financial instruments for an asset or liability that are not based on observable market data (that is, unobservable inputs)
STRATEGIC REPORT
are Level 3 financial instruments.
Level 3 valuation technique and significant unobservable inputs

The main Level 3 inputs used by the Group in estimating the contingent consideration payment are based on revenue and operating profit
targets for the first three years from acquisition, followed by operating margin growth levels for the next two years. The Group prepares
detailed forecasts on the acquisition of a business and updates these on a quarterly basis as part of its normal operating processes. These
forecasts use management’s evaluation of the revenue, costs and expected margins, based on past experience. The fair value of the
contingent consideration arrangement of £1.9m (2015: £2.8m) was calculated at the year end by estimating probable future cash flows
payable and discounting these at a discount rate of 7.9% (2015: 9.3%).
Level 3 inter-relationship between significant unobservable inputs and fair value measurement
The estimated fair value of the Level 3 financial instrument would increase if there was a change in either the annual revenue, annual
operating profit or the risk-adjusted discount rate.
Level 3 sensitivity analysis

A reasonable possible change to annual revenue and annual operating profit of 5% and a change of 100bps to the discount rate, holding
other inputs constant, would not result in a significant change in the fair value.
GOVERNANCE
Group
2016 2015
Note £m £m
Assumed in a business combination 10 2.8 2.5
Loss included in net finance costs
Unwind of discount on contingent consideration 7 0.2 0.1
Change in discount rate 0.1 –
Gain included in administration costs
Change in profit assumptions (1.4) –
Loss included in other comprehensive income
Net difference on exchange 0.2 0.2
Balance at 31 March 1.9 2.8
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, Barclays 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 Group's funds and investments
• the fair value of all life insurance policies are provided by the Group's insurance companies.

164


d) Concentrations of financial instruments continued
Offsetting financial assets and financial liabilities
As at 31 March 2016
Related
Gross amounts Gross amounts of Net amounts of amounts not
of recognised recognised financial financial set off in
financial assets/(liabilities) assets/(liabilities) Balance Sheet
assets/ set off the Balance presented in the – Financial Net
(liabilities) Sheet Balance Sheet instruments amount
£m £m £m £m £m
Derivative financial assets 3.3 – 3.3 (0.9) 2.4
Derivative financial liabilities (1.5) – (1.5) 0.9 (0.6)
Cash and cash equivalents 430.6 (11.3) 419.3 – 419.3

Credit balance (11.3) 11.3 – – –
Total 421.1 – 421.1 – 421.1
As at 31 March 2015
Related
Gross amounts Gross amounts of Net amounts of amounts not
of recognised recognised financial financial set off in
financial assets/(liabilities) assets/(liabilities) Balance Sheet
assets/ set off the Balance presented in the – Financial Net
(liabilities) Sheet Balance Sheet instruments amount
£m £m £m £m £m
Derivative financial assets 2.5 – 2.5 (0.6) 1.9
Derivative financial liabilities (0.8) – (0.8) 0.6 (0.2)
Cash and cash equivalents 265.1 (29.7) 235.4 – 235.4

Credit balance (29.7) 29.7 – – –
Total 237.1 – 237.1 – 237.1

21 Financial instruments
Financial instruments by category
STRATEGIC REPORT
Group
2016
Assets at fair Derivatives
Loans and value through used for
receivables profit and loss hedging Total
Assets as per Balance Sheet
Derivative financial instruments 22 – – 3.3 3.3
Other receivables 23 29.1 – – 29.1
Trade and other receivables excluding prepayments 24 448.8 – – 448.8
Financial assets at fair value through profit or loss 25 – 32.9 – 32.9
Cash and cash equivalents 26 419.3 – – 419.3
Total 897.2 32.9 3.3 933.4
Other Liabilities
financial at fair value Derivatives
GOVERNANCE
liabilities at through profit used for
amortised cost and loss hedging Total
Liabilities as per Balance Sheet
Borrowings excluding finance lease liabilities 27 (280.5) – – (280.5)
Finance lease liabilities 27 (0.1) – – (0.1)
Derivative financial instruments 22 – – (1.5) (1.5)
Trade and other payables excluding non-financial liabilities 28 (275.2) – – (275.2)
Other non-current liabilities 31 – (1.9) – (1.9)
Total (555.8) (1.9) (1.5) (559.2)
Group
2015
Assets at fair Derivatives
Loans and value through used for
receivables profit and loss hedging Total
Derivative financial instruments 22 – – 2.5 2.5
Other receivables 23 20.7 – – 20.7
Trade and other receivables excluding prepayments 24 449.0 – – 449.0
Financial assets at fair value through profit or loss 25 – 33.4 – 33.4
Cash and cash equivalents 26 235.4 – – 235.4
Total 705.1 33.4 2.5 741.0
Other Liabilities
financial at fair value Derivatives
liabilities at through profit used for
amortised cost and loss hedging Total

Borrowings excluding finance lease liabilities 27 (111.2) – – (111.2)
Finance lease liabilities 27 (0.1) – – (0.1)
Derivative financial instruments 22 – – (0.8) (0.8)
Trade and other payables excluding non-financial liabilities 28 (293.2) (1.0) – (294.2)
Other non-current liabilities 31 – (1.8) – (1.8)
Total (404.5) (2.8) (0.8) (408.1)

166

21 Financial instruments continued

Financial instruments by category continued
Company
2016
Loans and
receivables Total
Note £m £m
Trade and other receivables excluding prepayments 24 339.5 339.5
Cash and cash equivalents 1.4 1.4
Other receivables 1.0 1.0
Total 341.9 341.9
Other financial
liabilities at
amortised cost Total
Note £m £m
Borrowings 27 (280.5) (280.5)
Trade and other payables excluding non-financial liabilities 28 (51.9) (51.9)
Total (332.4) (332.4)
Company
2015
Loans and
receivables Total
Note £m £m
Trade and other receivables excluding prepayments 24 169.6 169.6
Other receivables 0.9 0.9
Total 170.5 170.5
Other financial
liabilities at
amortised cost Total
Note £m £m
Borrowings 27 (111.2) (111.2)
Bank overdraft 27 (2.6) (2.6)
Trade and other payables excluding non-financial liabilities 28 (65.9) (65.9)
Total (179.7) (179.7)

22 Derivative financial instruments

The table below shows the fair value of forward currency contracts at the year end, based on their market value:
STRATEGIC REPORT
Group
2016 2015
Assets Liabilities Assets Liabilities
£m £m £m £m
Current 1.3 (0.5) 1.3 (0.6)
Later than one year and no later than two years 0.9 (0.6) 0.8 (0.1)
Later than two years and no later than five years 1.1 (0.4) 0.4 (0.1)
Non-current 2.0 (1.0) 1.2 (0.2)
Total 3.3 (1.5) 2.5 (0.8)
The notional principal amounts of the outstanding foreign exchange contracts at 31 March 2016 and 2015 are as follows:
Group
GOVERNANCE
2016 2015
Sell Buy Sell Buy
£m £m £m £m
Forward contracts to purchase GBP, sell USD 2.6 (2.5) 7.5 (6.9)
Forward contracts to purchase GBP, sell EUR 11.1 (10.8) 9.9 (10.8)
Forward contracts to purchase GBP, sell Other 2.1 (2.0) 1.5 (1.7)
Forward contracts to purchase INR, sell GBP 51.7 (61.2) 33.6 (37.8)
Forward contracts to purchase INR, sell USD 30.2 (32.6) 23.7 (25.2)
The derivatives hedge highly probable forecast transactions denominated in foreign currency. The gains and losses recognised in the
hedging reserve in equity on forward foreign exchange contracts as at 31 March 2016 will be recognised in the Consolidated Income
Statement in the period or periods during which the hedged forecast transaction affects the Consolidated Income Statement.
The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity derivative is more than
12 months and as a current asset or liability if the maturity of the derivative 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:
Group
2016 2015
Inflow Outflow Net Inflow Outflow Net

£m £m £m £m £m £m
Current 40.3 (38.2) 2.1 39.7 (39.0) 0.7
Later than one year and no later than two years 31.3 (28.6) 2.7 22.7 (22.0) 0.7
Later than two years and no later than five years 37.5 (30.8) 6.7 15.5 (15.2) 0.3
Non-current 68.8 (59.4) 9.4 38.2 (37.2) 1.0
Total 109.1 (97.6) 11.5 77.9 (76.2) 1.7
The Group used derivative instruments to hedge foreign currency receipts and payments on current contracts, as described in note 20. All
of the Group's financial instruments are classified as Level 2 under amendments to IFRS 13, Fair value measurement. A definition of Level
2 financial instruments is included in note 20. 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
host contract.

168

23 Other receivables
2016 2015 2016 2015
£m £m £m £m
Non-current assets:
Loan notes receivable 19.7 19.8 – –
Deferred consideration receivable 6.7 – – –
Deferred finance costs 1.0 0.9 1.0 0.9
Other receivables 1.7 – – –
29.1 20.7 1.0 0.9
During the year the Group reduced interest-bearing loan notes by £0.1m in Connect Plus (M25) Intermediate Limited (2015: decreased by
£0.1m), a company in which the Group has a 10% shareholding. Under the terms of the Connect Plus M25 finance agreement, the Group
had a requirement to lend Connect Plus (M25) Intermediate Limited £20m over a period from May 2009 to October 2012. This funding
was 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 Group's interest in Connect Plus Services is disclosed in note 41 and Connect Plus (M25) Intermediate Limited
is considered a related party of the Group.
At 31 March 2016 the Group held £19.7m of interest-bearing loan notes in Connect Plus (M25) Intermediate Limited (2015: £19.8m).
These loan notes mature in 2039 and have a nominal interest rate of 12% per annum.
Deferred consideration receivable of £6.7m relates to the sale of part of the Group's Woodcote Grove property in Epsom, discounted at a
rate of 8.1%. See note 11 for further detail.
None of the other receivables are past due.
24 Trade and other receivables

2016 2015 2016 2015
Current assets:
Trade receivables 313.6 335.0 – –
Less: Provision for impairment of receivables (28.3) (29.2) – –
Trade receivables – net 285.3 305.8 – –
Amounts recoverable on contracts 135.0 114.2 – –
Amounts due from subsidiary undertakings 39 – – 339.2 169.4
Amounts due from joint ventures 39 1.7 6.4 – –
Deferred finance costs 0.3 0.2 0.3 0.2
Other receivables 26.5 22.4 – –
Prepayments and accrued income 31.2 27.5 – –
480.0 476.5 339.5 169.6
The directors consider that the carrying amounts of trade and other receivables approximate their fair value.
At 31 March 2016, £172.7m (2015: £153.4m) of Group trade receivables were within normal payment terms and considered to be
fully performing.
At 31 March 2016, £95.1m (2015: £121.0m) of Group trade receivables were past due and aged up to six months from invoice date and
carry a provision for impairment of £nil (2015: nil). These Group trade receivables of £95.1m (2015: £121.0m) 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 £45.8m (2015: £60.6m) and carried a provision for impairment
of £28.3m (2015: £29.2m).

Movements in the Group provision for impairment of trade receivables were as follows:
STRATEGIC REPORT
Group
2016 2015
£m £m
Provision for impairment at beginning of year (29.2) (23.9)
Increase in provisions (9.4) (14.4)
Release of provisions 11.1 10.4
Receivables written off as uncollectable – 0.9
Difference on exchange (0.8) (2.2)
Provision for impairment at end of year (28.3) (29.2)
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 2016, £0.5m of the Company's amounts due from subsidiary undertakings were fully provided against (2015: £0.5m), with
an in year release of provisions of £nil (2015: £nil), see note 39.
GOVERNANCE
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.
25 Financial assets at fair value through profit or loss

In accordance with IFRS 13, 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 Group's financial assets that are measured and recognised at fair value through profit or loss include fixed interest securities, life
insurance policies, floating rate notes and UK treasury bills. The Group's financial liabilities that are measured and recognised at fair value
include derivative financial instruments.
The fair value of the Group's derivative financial instruments are disclosed in note 22.
For the Group's financial assets measured at fair value through profit or loss, refer to note 20.
A definition of Level 1 and Level 2 financial instruments is included in note 20. There have been no changes to the classification of
financial assets between Level 1 and Level 2 financial instruments at 31 March 2016 or 2015.
Changes in fair values of financial assets at fair value through profit or loss include fair value loss of £0.3m (2015: £0.1m gain).
26 Cash and cash equivalents

2016 2015 2016 2015
£m £m £m £m
Cash at bank and in hand 372.4 169.5 1.4 –
Short term bank deposits 46.9 65.9 – –
419.3 235.4 1.4 –
The effective interest rate on cash and cash equivalents was 0.4% (2015: 0.6%). Included within cash at bank and in hand is £2.2m
(2015: £0.2m) held by the Company's EBTs.

170

27 Borrowings
2016 2015 2016 2015
£m £m £m £m
Current
Bank loans 7.0 61.0 7.0 61.0
Bank overdraft – – – 2.6
Finance leases – 0.1 – –
7.0 61.1 7.0 63.6
Non-current
Bank loans 220.9 – 220.9 –
Finance leases 0.1 – – –
Private placement debt 52.6 50.2 52.6 50.2
273.6 50.2 273.5 50.2
Total 280.6 111.3 280.5 113.8
The directors consider that the carrying amounts of borrowings and the private placement debt approximates their fair value.
The maturity profile of the carrying amount of the non-current borrowings was as follows:
Group and Company

2016 2015
Bank loans
and private Private
placement Finance placement Finance
debt leases Total debt leases Total
£m £m £m £m £m £m
Repayable:
Later than one year and no later than two years – 0.1 0.1 – – –
Later than two years and no later than five years 273.5 – 273.5 50.2 – 50.2
Later than five years – – – – – –
273.5 0.1 273.6 50.2 – 50.2
The carrying amount of borrowings are denominated in the following currencies:
Group
2016 2015
Bank loans Bank loans
and private and private
placement Finance placement Finance
debt leases Total debt leases Total
£m £m £m £m £m £m
Sterling – – – – – –
US dollar 280.5 0.1 280.6 111.2 0.1 111.3
280.5 0.1 280.6 111.2 0.1 111.3
The Bank loans and private placement debt relate to the Company.

The total present value of minimum lease payments under finance leases fall due as follows:
STRATEGIC REPORT
Group
2016 2015
£m £m
No later than one year – 0.1
Later than one year and no later than five years 0.1 –
0.1 0.1
Future finance charges on finance leases – –
Present value of finance lease payables 0.1 0.1
Finance leases are on a fixed repayment basis, with interest rates fixed at the contract date. The average effective borrowing rate for the
finance leases was 2.2% (2015: 12.6%) over a weighted average remaining period of 26 months (2015: 15 months).
Borrowing facilities
The Group has the following undrawn committed borrowing facilities available at 31 March expiring as follows:
Group
GOVERNANCE
2016 2015
£m £m
Later than one year and no later than two years – –
Later than two years and no later than five years 71.9 138.1
All of the Group's undrawn committed borrowing facilities will be subject to floating rates of interest.
On 30 January 2016 the Group amended and extended its five year revolving credit facility (RCF). This £200m facility matures on
30 January 2021.
On 11 March 2016 the Group signed a new RCF of £100m, with a maturity of three years. There is an option to extend this RCF for
an additional year with the lenders' permission. This facility provides the Group with an increased and longer term financial capacity
to support its strategy on favourable terms, and committed credit lines totalling £300m. The total letters of credit in issue under the
committed facilities at 31 March 2016 was £0.2m (31 March 2015: £0.9m).
The £100m facility has the following lenders, Bank of America Securities Limited, Barclays Bank plc, HSBC Bank plc and National
Westminster Bank plc. The £200m facility additionally has the following lenders, The National Bank of Abu Dhabi, Abbey National
Treasury Services plc and United Overseas Bank Limited.
The Group's borrowing facilities include a number of undertakings and financial covenants. Compliance with these covenants is
monitored. As at 31 March 2016, and since, there have been no breaches (2015: none).
In the financial year ended 31 March 2013, 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 Group's existing banking facilities. The private placement is
due for repayment on 31 May 2019 and carries a nominal interest rate of 4.38%.

172

28 Trade and other payables

2016 2015 2016 2015
Current liabilities:
Trade payables 75.1 66.3 – –
Fees invoiced in advance 165.4 181.6 – –
Amounts due to subsidiary undertakings 39 – – 51.9 65.9
Social security and other taxation 42.9 42.6 – –
Contingent consideration on acquisitions – 1.0 – –
Deferred consideration on acquisitions 0.7 0.6 – –
Accruals and deferred income 164.9 174.0 1.2 1.2
Lease incentives 10.9 12.5 – –
Other payables 23.1 32.2 – –
483.0 510.8 53.1 67.1
The directors consider that the carrying values of the Group's trade and other payables approximate their fair value.
29 Provisions for other liabilities and charges

Group
2016 2015
Vacant Vacant
property property
£m £m
Current 1.1 0.8
Later than one year and no later than two years 1.1 1.0
Later than two years and no later than five years 1.2 0.9
Later than five years 0.5 0.7
Non-current 2.8 2.6
Total 3.9 3.4
Group
Vacant
property
Note £m
Balance at 1 April 2015 3.4
Provisions charged to the Income Statement 2.4
Provisions released to the Income Statement (0.3)
Provisions utilised (1.7)
Unwinding of discount 7 0.1
Balance at 31 March 2016 3.9
The vacant property provision is discounted and is expected to be utilised over the next 9 years (2015: 11 years). No provision has been
released or utilised for any purpose other than that for which it was established.

30 Post-employment benefit liabilities

The Group's post-employment benefit liabilities are analysed below:
STRATEGIC REPORT
Group
2016 2015
£m £m
Net retirement benefit liabilities 265.3 298.4
Other post-employment benefit liabilities 20.5 18.2
285.8 316.6
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 Group’s 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 Group’s obligation is to provide specified
benefits on retirement.
GOVERNANCE
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, Terramar AS Pension Plan
in Norway, 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.
The Railways Pension Scheme recognised a curtailment gain in the year ended 31 March 2016. The curtailment gain arose for members
moving from the uncapped salary category or retail price index (RPI) capped salary category to the consumer price index (CPI) capped
category. The reduction in the past service liability for this curtailment is £1.5m and this has been recognised as a curtailment gain in the
year ended 31 March 2016.
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 trustee’s attitude to risk. The
majority of the Railways Pension Scheme’s 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 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 Terramar AS Pension Plan was closed to new entrants on 1 January 2009. It is a funded pension scheme and is managed by DNB
(Norway's largest financial services group). In order to obtain full pension entitlements, the scheme participants are required to complete
30 years of pensionable service prior to them obtaining the right to a life-long retirement pension corresponding to the difference
between 66% of the employee's salary at retirement and estimated benefits from the Norwegian National Insurance Scheme. Economic
and actuarial assumptions comply with prevailing technical recommendations in Norway.
The defined benefit sections of all pension schemes are mostly closed to new entrants, who are offered membership of the defined
contribution section.

174

30 Post-employment benefit liabilities continued

a) Net retirement benefit liabilities continued
Membership of the Group's principal pension schemes is as follows:
Defined benefit schemes Defined contribution schemes

Atkins Pension Plan Railways Pension Scheme Atkins Pension Plan Faithful+Gould
2016 2015 2016 2015 2016 2015 2016 2015
No. No. No. No. No. No. No. No.
Members 5 5 157 180 7,703 7,630 742 897
Deferred pensioners 6,669 6,859 296 300 11,542 10,684 1,517 1,285
Pensioners 3,539 3,461 413 394 – – – –
10,213 10,325 866 874 19,245 18,314 2,259 2,182
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:
2016 2015
Price inflation
RPI 2.90% 3.00%
CPI 1.90% 2.00%
Rate of increase of pensions in payment
Limited Price Indexation (RPI-based) 2.80% 2.80%
Limited Price Indexation (CPI-based) 2.00% 2.10%
Limited Price Indexation to 2.5% 2.50% 2.50%
Fixed 5.00% 5.00%
Rate of increase in salaries
Atkins Pension Plan 4.40% 4.50%
Railways Pension Scheme (uncapped) 5.15% 5.25%
Railways Pension Scheme (RPI capped) 2.90% 3.00%
Railways Pension Scheme (CPI capped) 1.90% 2.00%
Rate of increase for deferred pensioners
Atkins Pension Plan 2.90% 3.00%
Railways Pension Scheme 1.90% 2.00%
Discount rate 3.50% 3.50%
Longevity at age 65 for current pensioners
Men 24.3 years 24.2 years
Women 26.2 years 26.1 years
Longevity at age 65 for future pensioners (current age 45)
Men 26.6 years 26.5 years
Women 28.5 years 28.4 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 Continuous Mortality Investigation (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:
STRATEGIC REPORT
Atkins Railways
Pension Pension
Plan Scheme Other Total
2016 Note £m £m £m £m
Cost of sales
Current service cost 0.1 2.4 0.1 2.6
Administrative expenses – 0.2 – 0.2
Curtailment gain – (1.5) – (1.5)
Total charge 0.1 1.1 0.1 1.3
Net interest expense 7.1 2.4 0.2 9.7
Total charge to Income Statement for defined benefit schemes 7.2 3.5 0.3 11.0
Charge for defined contribution schemes – – 43.3 43.3

Total charge to Income Statement 7.2 3.5 43.6 54.3
GOVERNANCE
Statement of Comprehensive Income
Loss on pension scheme assets (9.3) – (0.3) (9.6)
Changes in assumptions 8.5 7.6 1.8 17.9
Remeasurements (loss)/gain recognised in other comprehensive income (0.8) 7.6 1.5 8.3
Net deferred and income tax charged to equity 8 (2.9) (2.6) (0.2) (5.7)
Remeasurements (loss)/gain (net of deferred tax) (3.7) 5.0 1.3 2.6
Atkins Railways
Pension Pension
Plan Scheme Other Total
2015 Note £m £m £m £m
Cost of sales
Current service cost 0.1 2.1 – 2.2
Total charge 0.1 2.3 – 2.4
Net interest expense 10.9 2.6 0.1 13.6
Total charge to Income Statement for defined benefit schemes 11.0 4.9 0.1 16.0
Charge for defined contribution schemes – – 39.8 39.8

Total charge to Income Statement 11.0 4.9 39.9 55.8
Statement of Comprehensive Income

Gain on pension scheme assets 225.1 16.3 1.8 243.2
Changes in assumptions (206.6) (24.7) (5.9) (237.2)
Remeasurements gain/(loss) recognised in other comprehensive income 18.5 (8.4) (4.1) 6.0
Net deferred and income tax (charged)/credited to equity 8 (3.7) 1.7 0.5 (1.5)
Remeasurements gain/(loss) (net of deferred tax) 14.8 (6.7) (3.6) 4.5

176


Railways
Atkins Pension
Pension Plan Scheme Other Total
2016 £m £m £m £m
Defined benefit obligation (1,529.3) (273.2) (19.4) (1,821.9)
Fair value of plan assets 1,335.2 209.0 12.4 1,556.6
Retirement benefit liabilities (194.1) (64.2) (7.0) (265.3)
Railways
Atkins Pension
2015 £m £m £m £m
Defined benefit obligation (1,531.0) (276.2) (20.0) (1,827.2)
Fair value of plan assets 1,312.0 205.0 11.8 1,528.8
Retirement benefit liabilities (219.0) (71.2) (8.2) (298.4)
Other includes the Atkins McCarthy Pension Plan, the Terramar AS Pension Plan and an unfunded pension obligation in relation to a
former director, for £1.3m (2015: £1.2m). The Terramar AS Pension Plan had a net retirement asset of £0.2m at 31 March 2016.
The major categories of plan assets as a percentage of total plan assets are as follows:
Atkins Pension Plan Railways Pension Scheme

2016 % £m % £m
Equities 37.0 493.6 69.7 145.8
Government bonds 43.1 575.7 15.1 31.5
Corporate bonds 10.8 144.1 14.9 31.1
Property 3.3 44.5 – –
Cash 0.5 6.2 0.3 0.6
Other 5.3 71.1 – –
100.0 1,335.2 100.0 209.0

2015 % £m % £m
Equities 41.0 537.4 60.5 124.0
Government bonds 39.3 516.2 14.6 29.9
Corporate bonds 11.0 144.6 14.6 29.9
Property 2.9 37.5 10.0 20.6
Cash 0.4 5.7 0.3 0.6
Other 5.4 70.6 – –
100.0 1,312.0 100.0 205.0
The assets of the schemes do not include any direct holdings of the Group’s financial instruments, nor any property occupied by, or other
assets, of the Group.

Movements in the present value of the defined benefit obligation are as follows:
STRATEGIC REPORT
Railways
Atkins Pension
2016 £m £m £m £m
Defined benefit obligation at beginning of year 1,531.0 276.2 20.0 1,827.2
Service cost 0.1 2.4 0.1 2.6
Curtailment gain – (1.5) – (1.5)
Interest cost 52.9 9.5 0.4 62.8
Remeasurements gain recognised in other comprehensive income (8.5) (7.6) (1.8) (17.9)
Employee contributions – 1.5 – 1.5
Benefit payments (46.2) (7.5) (0.4) (54.1)
Difference on exchange – – 1.1 1.1
Defined benefit obligation at end of year 1,529.3 273.2 19.4 1,821.9
GOVERNANCE
Railways
Atkins Pension
2015 £m £m £m £m
Defined benefit obligation at beginning of year 1,302.1 245.3 13.1 1,560.5
Business acquired – – 2.7 2.7
Service cost 0.1 2.1 – 2.2
Interest cost 57.7 10.9 0.4 69.0
Remeasurements loss recognised in other comprehensive income 206.6 24.7 5.9 237.2
Benefit payments (35.5) (8.5) (0.2) (44.2)
Difference on exchange – – (1.9) (1.9)
Defined benefit obligation at end of year 1,531.0 276.2 20.0 1,827.2

178


Movements in the fair value of plan assets are as follows:
Railways
Atkins Pension
2016 £m £m £m £m
Fair value of plan assets at beginning of year 1,312.0 205.0 11.8 1,528.8
Interest return on plan assets 45.8 7.1 0.2 53.1
Employer contributions 32.9 2.9 0.5 36.3
Benefits paid (46.2) (7.5) (0.4) (54.1)
Remeasurements loss recognised in other comprehensive income (9.3) – (0.3) (9.6)
Fair value of plan assets at end of year 1,335.2 209.0 12.4 1,556.6
Railways
Atkins Pension
2015 £m £m £m £m
Fair value of plan assets at beginning of year 1,043.5 184.6 8.2 1,236.3
Interest return on plan assets 46.8 8.3 0.3 55.4
Employer contributions 32.1 2.8 0.4 35.3
Benefits paid (35.5) (8.5) (0.2) (44.2)
Remeasurements gain recognised in other comprehensive income 225.1 16.3 1.8 243.2
Fair value of plan assets at end of year 1,312.0 205.0 11.8 1,528.8

Movements in the net retirement benefit liabilities are as follows:
STRATEGIC REPORT
Railways
Atkins Pension
2016 £m £m £m £m
Net retirement benefit liabilities at beginning of year (219.0) (71.2) (8.2) (298.4)
Service cost (0.1) (2.4) (0.1) (2.6)
Administrative expenses – (0.2) – (0.2)
Net finance costs (7.1) (2.4) (0.2) (9.7)
Curtailment gain – 1.5 – 1.5
Contributions 32.9 2.9 0.5 36.3
Remeasurements (loss)/gain recognised in other comprehensive income (0.8) 7.6 1.5 8.3
Net retirement benefit liabilities at end of year (194.1) (64.2) (7.0) (265.3)
GOVERNANCE
Railways
Atkins Pension
2015 £m £m £m £m
Net retirement benefit liabilities at beginning of year (258.6) (60.7) (4.9) (324.2)
Service cost (0.1) (2.1) – (2.2)
Administrative expenses – (0.2) – (0.2)
Net finance costs (10.9) (2.6) (0.1) (13.6)
Contributions 32.1 2.8 0.4 35.3
Remeasurements gain/(loss) recognised in other comprehensive income 18.5 (8.4) (4.1) 6.0
Net retirement benefit liabilities at end of year (219.0) (71.2) (8.2) (298.4)

180


Cumulative remeasurement effects recognised in other comprehensive income are as follows:
Railways
Atkins Pension
2016 £m £m £m £m
Losses at the beginning of year (236.0) (45.1) (15.9) (297.0)
Net remeasurement losses recognised in the year: (0.8) 7.6 1.5 8.3
– Gain from change in financial assumptions 8.5 4.7 1.8 15.0

– Experience gains – 2.9 – 2.9
Actuarial gain on defined benefit obligation arising during the year 8.5 7.6 1.8 17.9
Return on plan assets less than discount rate (9.3) – (0.3) (9.6)
Losses at the end of year (236.8) (37.5) (14.4) (288.7)
Railways
Atkins Pension
2015 £m £m £m £m
Losses at the beginning of year (254.5) (36.7) (11.8) (303.0)
Net remeasurement losses recognised in the year: 18.5 (8.4) (4.1) 6.0
– Loss from change in financial assumptions (206.6) (24.7) (6.1) (237.4)

– Experience gains – – 0.2 0.2
Actuarial loss on defined benefit obligation arising during the year (206.6) (24.7) (5.9) (237.2)
Return on plan assets greater than discount rate 225.1 16.3 1.8 243.2
Losses at the end of year (236.0) (45.1) (15.9) (297.0)
The return on plan assets is as follows:
Railways
Atkins Pension
2016 £m £m £m £m
Expected return on plan assets 45.8 7.1 0.2 53.1
Experience loss on plan assets (9.3) – (0.3) (9.6)
Actual return on plan assets 36.5 7.1 (0.1) 43.5
Railways
Atkins Pension
2015 £m £m £m £m
Expected return on plan assets 46.8 8.3 0.3 55.4
Experience gain on plan assets 225.1 16.3 1.8 243.2
Actual return on plan assets 271.9 24.6 2.1 298.6

History of experience gains and losses:
STRATEGIC REPORT
2016 2015 2014 2013 2012
Total Total Total Total Total
Experience (loss)/gain on scheme assets £(9.6)m £243.2m £(20.1)m £106.4m £83.8m
Percentage of scheme assets (0.6)% 15.9% (1.6)% 8.8% 7.8%
Experience gain/(loss) on scheme liabilities £2.9m £0.2m £6.2m £(1.9)m £4.4m

Percentage of defined benefit obligation (0.2)% (0.0)% (0.4)% 0.1% (0.3)%
Defined benefit obligation £(1,821.9)m £(1,827.2)m £(1,560.5)m £(1,491.2)m £(1,329.8)m

Fair value of plan assets £1,556.6m £1,528.8m £1,236.3m £1,209.2m £1,078.7m
Net retirement benefit liabilities £(265.3)m £(298.4)m £(324.2)m £(282.0)m £(251.1)m
The Group completed its last triennial valuation as at 31 March 2013 of the Atkins Pension Plan and is therefore due to complete its
next triennial valuation as at 31 March 2016. The Group will engage with the Trustee during the coming year to agree the new funding
position and associated funding plan.
GOVERNANCE
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 agreed a new repayment plan that ends in March 2025. One-off payments of £32m were made for the years ended 31 March
2014 and 31 March 2015. A payment of £32.8m was made for the year ended 31 March 2016 and future payments will continue to
escalate by 2.5% per annum.
The Group expects employer contributions to be paid during the financial year to 31 March 2017 to be around £36.7m, of which £33.6m
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 2017 are £nil.
The approximate effect on the liabilities from changes in the main assumptions used to value the liabilities are as follows:
Effect on plan liabilities

Change in assumption Atkins Pension Plan Railways Pension Scheme
Discount rate increase/decrease 0.5% decrease/increase 10.0% decrease/increase 8.5%
Inflation increase/decrease 0.5% increase/decrease 5.0% increase/decrease 8.5%
Real rate of increase in salaries increase/decrease 0.5% increase/decrease 2.0% increase/decrease 1.5%
Longevity increase 1 year 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.

182


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 participant's 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.
Group
2016 2015
£m £m
Other post-employment obligations at beginning of year 18.2 14.8
Current service cost and other comprehensive income 4.2 3.9
Interest cost 0.9 0.7
Net measurement gain recognised in the year – (0.1)
Benefit payments (3.7) (3.2)
Other post-employment obligations at end of year 20.5 18.2
The main assumptions used for the IAS 19 valuation of other post-employment benefits are listed in the table below:
2016 2015
Gratuity scheme
Salary inflation 3.00% 3.00%
Average remaining service period 2 years 2 years
KESOP scheme
Medical plan
Healthcare cost trend rate for next year 8.00% 7.50%
Rate of decline of cost trend rate 5.00% 5.00%
Year that rate reaches ultimate trend rate 2026 2023
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:
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.

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
STRATEGIC REPORT
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.
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). Whilst some of the Plan’s assets are
real in nature and so loosely correlated with inflation (e.g. equities, index-linked gilts), some of the Plan’s assets are not expected to move
in line with inflation (e.g. fixed-interest gilts). Therefore an increase in inflation is likely to 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
GOVERNANCE
of assets 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:
Less than Between Between Over

At 31 March 2016 a year 1–2 years 2–5 years 5 years Total
KESOP (US$m) 0.2 0.2 – – 0.4
Post-retirement medical benefit schemes (US$m) 0.1 0.1 0.3 0.4 0.9
An approximate analysis of the obligations for the two main defined benefit schemes is given in the table below:
2016 2015 2016 2015
% % % %
Proportion relating to active members 0.0 0.0 37.0 37.0
Proportion relating to deferred members 64.0 64.0 15.0 15.0
Proportion relating to pensioners 36.0 36.0 48.0 48.0
Total 100.0 100.0 100.0 100.0
The weighted average duration of the defined benefit obligation is 20 years (2015: 20 years) for the Atkins Pension Plan, 16 years (2015:
16 years) for the Railways Pension Scheme, between 25 and 30 years (2015: between 25 and 30 years) for the McCarthy Pension Plan and
between 25 and 35 years (2015: between 25 and 35 years) for the Terramar AS Pension Plan.
Expected future benefit payments from the Atkins Pension 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 2017 to be approximately £55.8m.

184

31 Other non-current liabilities

Group
2016 2015
Deferred Deferred
Contingent bid costs Contingent bid costs
consideration recovered Total consideration recovered Total
£m £m £m £m £m £m
Deferred PPP/PFI bid costs recovered and
contingent consideration, maturing:
Later than one year and no later than two years 1.9 – 1.9 0.9 0.1 1.0
Later than two years and no later than five years – 0.2 0.2 0.9 0.1 1.0
Later than five years – 1.1 1.1 – 1.2 1.2
1.9 1.3 3.2 1.8 1.4 3.2
32 Ordinary shares
Group and Company
2016 2015
No. shares £m No. shares £m
Issued, allotted and fully paid ordinary shares of 0.5p each
At 1 April and at 31 March 104,451,799 0.5 104,451,799 0.5
At the 2015 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 10 June 2015) for
a period ending on the earlier of the next AGM or 30 September 2016, 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 Tuesday 2 August 2016 proposes that shareholders approve a
resolution updating and renewing this authority. Shares in the Company may also be purchased by Atkins' EBTs.
As at the date of this report there were 4,341,000 ordinary shares of 0.5p each (nominal value £21,705) held as treasury shares. No shares
were purchased during the year ended 31 March 2016 (2015: nil). The 4,341,000 treasury shares, which represent approximately 4.2% of
the total (2015: 4.2%) of the called-up share capital as at the date of this report, have not been cancelled and represent a deduction from
shareholders' equity.

33 Share-based payments
Long Term Incentive Plans
STRATEGIC REPORT
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 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 the Remuneration Committee's assessment of the Group's progress against its strategy.
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 gain will normally be calculated using the six-month average share price. Any gain on exercise
will usually be settled in equity, except in the US, where awards are granted as market value options and are scaled back on exercise to be
equivalent in value to the gain that would have been received under a non-US award. No more than 50% of a participant’s total number
of units subject to a single grant may be exercised in any 12-month rolling period.
As a general rule, units 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.
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
Company's growth in diluted EPS over the performance period. Full vesting is triggered if the EPS growth in the three-year performance
GOVERNANCE
period is 12% per annum or higher. 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 EPS growth.
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.
Atkins Long Term Incentive Plan (LTIP) September 2006 to July 2011
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. Different performance targets were used for different categories of management. Grants made to executive
directors and senior employees had 50% of the grant subject to the Company's 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 took place if the Company was ranked in the upper quartile and 30% vesting was achieved with a median ranking, with pro rata
vesting for intermediate performance. No vesting occurred for a ranking below median.
The remaining 50% of grants made to executive directors and senior employees was subject to the Company's real growth in underlying
EPS over the performance period. Full vesting was triggered if the increase in real EPS growth above UK RPI in the three-year performance
period was 10% per annum or higher. If the increase above UK RPI was less than 4% per annum, there was no vesting. If the EPS increase
was 4% per annum above UK RPI, vesting was at 30%, and a sliding scale operated between 4% and 10% per annum.
Awards granted to other participants were subject solely to the EPS condition.
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.
Subject to vesting, participants are entitled to receive the benefit of dividends declared following grant, without interest.

186

33 Share-based payments continued

Deferred Share Plans
Atkins Deferred Bonus Plan (DBP)
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 was no performance condition but awards were restricted for at least three years from the date of grant.
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 their award in full. Subject to vesting, some awards entitle participants 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 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 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, which are granted in relation to the Executive
Bonus Scheme, are normally restricted for three years from the date of grant.
The Group's share-based payments charge for the year of £11.5m (2015: £11.3m) has been included in administrative expenses in the
Consolidated Income Statement.
The effect of the share-based payment transactions on the Group's results and financial position is as follows:
Group
2016 2015
£m £m
Total expense recognised for equity settled share-based payment transactions 9.4 8.6
Total expense recognised for cash settled share-based payment transactions 2.1 2.7
11.5 11.3
Closing balance of liability for cash settled share-based payment transactions 3.6 4.9
As at 31 March 2016 the following awards were outstanding:
LTIPs LGU DBP/DSP

Weighted Weighted Weighted
average average average
exercise/ exercise/ exercise/
No. transfer price No. transfer price No. transfer price
Awards outstanding at 1 April 2014 636,421 – 348,062 238.71p 3,288,985 –
Granted 155,376 – 121,233 401.05p 948,012 –
Exercised/transferred (117,665) – – – (741,211) –
Lapsed (48,972) – – – (2,039) –
Forfeited (20,276) – (17,875) – (113,043) –
Awards outstanding at 1 April 2015 604,884 – 451,420 291.76p1 3,380,704 –
Granted 149,211 – 131,030 440.19p 704,339 –
Exercised/transferred (171,792) – – – (1,054,160) –
Lapsed (72,456) – – – (2,300) –
Forfeited (49,173) – (73,013) 878.81p (160,344) –
Awards outstanding at 31 March 2016 460,674 – 509,437 245.80p 2,868,239 –
1. Restated
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 1500.47 pence (2015: 1337.64 pence).

A summary of awards outstanding as at 31 March 2016 is as follows:
STRATEGIC REPORT
Weighted
average Awards Awards
Exercise/ remaining outstanding exercisable
transfer Scheme Maximum contractual at 31 March at 31 March
Scheme Award date price maturity term life 2016 2016
LGUs
LGU 13/08/2012
(August 2012 onwards non-US) to 25/06/2015 0.0p 4 to 6 years 10 years 7.77 years 387,717 –
LGU 13/08/2012 667.0p to
(August 2012 onwards US) to 25/06/2015 1545.0p 4 to 6 years 10 years 7.55 years 121,720 –
LTIPs
LTIP 13/08/2012
(August 2012 onwards) to 25/06/2015 0.0p 2.6 to 3 years 2.6 to 10 years 7.38 years 443,545 7,083
LTIP 11/09/2006
(September 2006 to July 2012 EPS) to 03/08/2007 0.0p 3 years 3 to 10 years 1.13 years 17,129 17,129
DSPs
GOVERNANCE
DBP 29/06/2006
to 30/11/2007 0.0p 3 years 10 years 0.73 years 12,307 12,307
DSP 29/06/2007
to 22/12/2015 0.0p 1 to 3 years 1 to 10 years 6.15 years 2,855,932 501,738
On 25 June 2015 the Company issued awards over 658,098 shares to employees under the DSP, 149,211 shares to employees under the
LTIP and 131,030 units to employees under the LGU.
On 22 December 2015 the Company issued awards over 46,241 shares to employees under the DSP.
At 31 March 2016 the Company's EBTs held a beneficial interest in 2,819,874 shares (2015: 2,944,156 shares) at a nominal value of £0.0m
(2015: £0.0m) and market value of £38.6m (2015: £37.6m).
The weighted average fair value of awards granted during the year was 1428.72 pence (2015: 1211.09 pence).
The total fair value of awards granted during the year was £14.1m (2015: £14.8m).
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 expected volatility has been based on an evaluation
of the historical volatility of the Company’s share price, particularly over the historical period commensurate with the expected term of the
award. The assumptions used in the model are as follows:
LGU 2016
Exercise price (six-month average) at grant date 1360.41p 1360.41p 1360.41p
Risk-free interest rate 1.304% 1.540% 1.652%
Volatility of share price 34.0% 34.0% 34.0%
Share price at grant 1557.00p 1557.00p 1557.00p
Base value (six-month average) share price at grant date 1360.41p 1360.41p 1360.41p
Expected term (from grant date) 4 years 5 years 6 years

LGU 2015
Exercise price (six-month average) at grant date 1329.02p 1329.02p 1329.02p
Risk-free interest rate 1.176% 1.403% 1.554%
Volatility of share price 34.0% 34.0% 34.0%
Share price at grant 1303.00p 1303.00p 1303.00p
Base value (six-month average) share price at grant date 1329.02p 1329.02p 1329.02p
Expected term (from grant date) 4 years 5 years 6 years

188

34 Cash generated from/(used in) continuing operations

2016 2015 2016 2015
Operating profit/(loss) for the year 143.4 118.5 (0.2) (4.9)
Other non-cash costs 0.1 4.8 – –
Depreciation charges 17 18.2 16.3 – –
Impairment of goodwill 15 – 2.8 – 2.9
Amortisation of deferred acquisition payments 3.2 1.5 – –
Amortisation of intangible assets 16 11.9 13.0 – –
Share-based payment charge 33 9.4 8.6 – –
Pension curtailment gain 30 (1.5) – – –
Profit on sale of property, plant and equipment (6.7) – – –
Loss on sale of intangible assets – 0.1 – –
Movement in provisions 29 0.5 (0.7) – –
Movement in trade and other receivables 24 (16.7) (38.8) (3.9) (0.1)
Movement in payables 28 (13.0) 41.1 (0.4) 2.7
Movement in non-current payables 0.1 (1.3) (6.0) –
Pension deficit funding 30 (32.8) (32.0) – –
Cash generated from/(used in) continuing operations 116.1 133.9 (10.5) 0.6
35 Analysis of net funds

Other non- Exchange At
1 April 2015 Cash flow cash changes movement 31 March 2016
£m £m £m £m £m
Cash and cash equivalents 235.4 180.4 – 3.5 419.3
Loan notes receivable 21.8 (1.7) – – 20.1
Financial assets at fair value through profit or loss 33.4 (0.5) – – 32.9
Borrowings due no later than one year (61.0) – 54.0 – (7.0)
Borrowings due later than one year (50.2) (164.7) (54.0) (4.6) (273.5)
Finance leases (0.1) 0.1 (0.1) – (0.1)
Net funds 179.3 13.6 (0.1) (1.1) 191.7
Included within loan notes receivable is £0.4m (2015: £2.0m) relating to amounts receivable within less than 12 months from joint
venture entities.

36 Contingent liabilities
The Group has given indemnities in respect of performance and contractual related bonds, as well as letters of credit issued on its behalf.
STRATEGIC REPORT
The amount outstanding at 31 March 2016 includes £0.2m letters of credit issued as a result of the acquisition on 1 October 2010 of PBSJ
(2015: £0.9m).
Group companies are from time to time involved in claims and litigation. The Group carries significant Professional Indemnity insurance
cover for such claims.
37 Operating lease arrangements

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:
2016 2015
Vehicles, Vehicles,
plant and plant and
Property equipment Property equipment
GOVERNANCE
Group £m £m £m £m
No later than one year 42.2 6.7 46.7 7.3
Later than one year and no later than five years 82.0 8.3 97.3 8.2
Later than five years 70.7 0.3 24.5 –
194.9 15.3 168.5 15.5
The Company had no operating lease commitments as at 31 March 2016 (2015: none).
At the end of the reporting period, the future minimum lease payments under non-cancellable operating leases are receivable as follows:
2016 2015
Property Property
Group £m £m
No later than one year 2.7 3.0
Later than one year and no later than five years 3.1 4.6
Later than five years – 0.1
5.8 7.7
The Company had no operating lease receivables as at 31 March 2016 (2015: none).
38 Capital and other financial commitments

Group
2016 2015
£m £m
Capital expenditure contracted for but not incurred - property, plant and equipment 3.8 2.7

190

39 Related party transactions

Details of the directors' shareholdings, share options and remuneration are given in the Remuneration report (page 80), which forms part
of these Financial Statements.
Transactions with the retirement benefit schemes are shown in note 30.
Details of the Company's subsidiaries and joint ventures are shown in note 41.
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 (2015: £nil).
a) Group sales and purchases of goods and services
Group
2016 2015
£m £m
Sales of goods and services to joint ventures 42.5 30.7
Purchases of goods and services from joint ventures – –
b) Group year end balances arising from sales/purchases of goods and services to/from joint ventures
and loans provided to joint ventures
Group
2016 2015
Note £m £m
Receivables from joint ventures 24 1.7 6.4
Receivables from joint ventures are shown net of contract-related provisions of £nil (2015: £nil).
Payables to joint ventures – –
c) Group year end balances arising from loans provided to other related parties
Group
2016 2015
Note £m £m
Receivables from related parties 23 19.7 19.8
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 (2015: £nil). The Company did not purchase any goods or
services from its subsidiaries during the year (2015: £nil).
e) Company year end balances with subsidiaries
Company
2016 2015
Note £m £m
Receivables from subsidiaries 24 339.2 169.4
Payables to subsidiaries 28 51.9 65.9
Receivables from subsidiaries are shown net of impairment of £0.5m (2015: £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
STRATEGIC REPORT
leadership team (SLT).
Group
2016 2015
£m £m
Short-term employee benefits 6.3 7.3
Post-employment benefits 0.1 0.1
Share-based payments 1.5 2.3
7.9 9.7
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.
40 Events occurring after the reporting period

Acquisition of projects, products and technology (PP&T) segment of EnergySolutions
After the balance sheet date, on 11 April 2016, the Group acquired the PP&T segment of EnergySolutions for a cash consideration of
GOVERNANCE
$318m (approximately £226m), subject to working capital adjustments. The acquisition includes the integration of 650 staff who deliver a
wide range of technical engineering and programme management services for the decontamination and decommissioning of high hazard
nuclear facilities. Most of these staff are based in North America.
The transaction included purchasing the entire share capital of EnergySolutions EU Services Ltd (UK), Duratek, Inc. (US), BNG America, LLC
(US), P&T Global Solutions, LLC (US) and EnergySolutions Canada Group Ltd (Canada).
The acquisition expands the Group’s service offering in the nuclear energy sector and will significantly enhance the Group’s current
nuclear capability, particularly in North America. PP&T also adds a significant portfolio of innovative, proprietary nuclear waste
treatment technologies.
As PP&T was acquired on 11 April 2016, no revenue or profit or loss relating to the acquired businesses has been included in the Group’s
Consolidated Income Statement or the Group's Consolidated Statement of Comprehensive Income. £3.3m of acquisition related costs
have been included in the period ended 31 March 2016.
The information given above for PP&T has been given as the acquisition was made after the reporting period but before these Financial
Statements were signed and authorised for issue. At the time that these Financial Statements were signed and authorised for issue,
the initial accounting for the business combination was incomplete, mainly due to the Group still working on finalising the fair value
calculations of the acquired identifiable intangible assets. As a result, disclosures around the opening balance sheet, goodwill, fair value
adjustments and preacquisition income statement have not been made.

192

41 Details of related undertakings of WS Atkins plc

a) Subsidiary undertakings
The following companies were subsidiary undertakings as at 31 March 2016:
% of share class/ Registered office/principal
Name Share class(es) held interests held place of business
A.C.N. 098 304 440 Pty Ltd1 AUD1 ordinary share 100% (1)
Anthony Acquisition Corp.1 US$ Series A common stock with no par value 100% (2)
Aquarius International Consultants Pty Ltd1 AUD1 class B share 100% (1)
AUD1 class C share 100%
AUD1 ordinary share 100%
Atkins (Trinidad) Limited1 TTD ordinary shares with no par value 100% (3)
Atkins (US)1 US$1 ordinary class B share 100% (4)
Atkins Aberdeen Limited1 £1 ordinary A share 100% (5)
£1 ordinary B share 100%
Atkins ATK Limited1 £1 ordinary share 100% (4)
Atkins Australasia Pty Ltd1,2 AUD1 ordinary B class share 100% (1)
AUD1 ordinary C class share 100%
AUD1 class D share 100%
AUD1 ordinary share 100%
Atkins Bennett (Holdings) Limited1 £0.01 ordinary share 100% (4)
Atkins Bennett Limited1 £1 ordinary share 100% (4)
Atkins Beta Limited2 £1 ordinary share 100% (4)
Atkins Boreas Consultants Limited1 £1 ordinary A share 100% (5)
£1 ordinary B share 100%
Atkins Brazil Holdings LLC1 N/A – membership interest 100% (2)
Atkins B.V.1 €100.00 ordinary share 100% (6)
Atkins China Limited2,3 HKD1 ordinary share 100% (7)
Atkins Consultancy Services Limited1 £1 ordinary share 100% (4)
Atkins Consultants (Beijing) Company Limited1 US$1.00 ordinary share 100% (8)
Atkins Consultants (Shenzen) Co. Ltd1,2 US$1.00 ordinary share 100% (9)
Atkins Consultants Limited1 £1 ordinary share 100% (4)
Atkins Consulting Canada Limited1 CAD common shares with no par value 100% (10)
Atkins Danmark A/S1,2 DKK1,000 ordinary share 100% (11)
Atkins Design Engineering Consultants Pte. Ltd1 SGD1 ordinary share 100% (12)
Atkins Gamma Limited2 £1 ordinary share 100% (4)
Atkins Investments Limited1 £1 ordinary share 100% (4)
Atkins Investments UK Limited2 £1 ordinary share 100% (4)
Atkins Limited1,2 £1 ordinary share 100% (4)
Atkins Luxembourg S.à r.l.1,2 €1 ordinary share 100% (13)
Atkins Michigan, Inc.1 US$0.01 common stock 100% (2)
Atkins MSL Engineering Limited1 £1 ordinary share 100% (4)
Atkins Norge AS1 NOK50 ordinary share 100% (14)
Atkins North America, Inc.1,2 US$5 common stock 100% (2)
Atkins Nuclear Secured Holdings Corporation1 US$0.10 common share 100% (15)
Atkins Nuclear Solutions US, Inc.1 US$ common stock with no par value 100% (15)
Atkins Pension Trustee Limited1 £1 ordinary share 100% (4)
Atkins Rail Limited £1 ordinary share 100% (4)
Atkins Sverige AB1,2 SEK100 ordinary share 100% (16)
Atkins ULC1 US$1 ordinary share 100% (4)
Atkins US Holdings, Inc.1 US$1 common stock 100% (2)
Atkins, Inc.1 US$0.10 common share 100% (2)
Broomco (985) Limited1 £0.10 ordinary share 100% (4)
Carnelian Limited1 £1 ordinary share 100% (4)
Confab Limited £1 ordinary share 100% (4)
Confluence Project Management Private Limited1 INR10 ordinary share 100% (18)
Faithful and Gould Limited1 HKD1 ordinary share 100% (7)
Faithful and Gould Project Management Limited1 HKD1 ordinary share 100% (7)
Faithful e Gould Consultores em Projetos de Design Ltda1 BRL1 ordinary share 100% (18)
Faithful+Gould (Holdings) Limited1 £1 ordinary share 100% (4)
Faithful+Gould (Malaysia) SDN BHD1 RM1 ordinary share 50% (19)


STRATEGIC REPORT
Faithful+Gould Asia Pacific Pte. Ltd1 SGD1 ordinary share 100% (12)
Faithful+Gould Limited1,2 £1 ordinary share 100% (4)
Faithful+Gould Nigeria Limited1 NGN1 ordinary share 100% (20)
Faithful+Gould Project Management Pte. Ltd1 SGD1 ordinary share 100% (12)
Faithful+Gould Pte. Limited1 SGD1 ordinary share 100% (12)
Faithful+Gould Saudi Arabia Limited1 SAR1,000 ordinary share 100% (21)
Faithful+Gould, Inc.1,2 US$0.01 common share 100% (2)
Hanscomb (Russia) Limited1 £1 ordinary share 100% (4)
Hanscomb (UK) Limited1 £1 ordinary share 100% (4)
Hanscomb Europe Limited1 £1 ordinary share 100% (4)
Hanscomb, Inc.1 US$0.01 ordinary share 100% (2)
Houston Offshore Engineering, LLC1 US$1 share 100% (22)
Kins Developments Limited4 £1 ordinary share 100% (4)
Kins Holdings Limited £0.25 ordinary share 100% (4)
London Group Projects Limited1 £1 ordinary share 100% (4)
Network Train Engineering Services Limited1 £1 ordinary share 100% (4)
Opal Engineering Limited1 £1 ordinary share 100% (4)
Parfab Limited £1 ordinary share 100% (4)
GOVERNANCE
PBS&J Constructors, Inc.1 US$0.01 common stock 100% (2)
PBS&J International, Inc.1 US$0.01 common stock 100% (2)
PRBC, Inc.1 US$0.10 common stock 100% (2)
The Atkins North America Holdings Corporation1 US$ common share with no par value 100% (2)
Ventron Technology Limited1 £1 ordinary share 100% (4)
WS Atkins & Partners Overseas1,2 £1 ordinary share 100% (23)
WS Atkins & Partners Overseas Engineering Consultants1,2 SAR100 ordinary share 70% (24)
WS Atkins (India) Private Limited1,2 INR100 ordinary share 100% (25)
WS Atkins (Malaysia) SDN. BHD1 RM1 ordinary share 100% (19)
WS Atkins (No. 3 Trustees) Limited5 £1 ordinary share 100% (4)
WS Atkins (Trustees) Limited6 £1 ordinary share 100% (4)
WS Atkins (UK Holdings) Limited £1 ordinary share 100% (4)
WS Atkins Architects Limited £1 ordinary share 100% (4)
WS Atkins Cedac Limited1 £1 ordinary share 100% (4)
WS Atkins Insurance (Guernsey) Limited1,2 £1 ordinary share 100% (4)
WS Atkins International & Co. LLC1 OMR1 ordinary share 65% (26)
WS Atkins International B.V. €453.78 ordinary share 100% (6)
WS Atkins International Limited1,2 £1 ordinary share 100% (4)
WS Atkins Ireland (Holdings) Limited €1.25 ordinary share 100% (27)
€1.25 cumulative redeemable preference share 100%
WS Atkins Ireland Limited1 1.2697 ordinary share 100% (27)
WS Atkins Overseas Limited1 £1 ordinary share 100% (23)
WS Atkins Powertrack Limited1 £1 ordinary share 100% (4)
WS Atkins Property Services Limited1 £1 ordinary share 100% (4)
WS Atkins Quest Trustee Limited £1 ordinary share 100% (4)
WS Atkins, Inc.1,2 US$1 common stock 100% (2)
1. Owned by a subsidiary undertaking other than WS Atkins plc.

2. Principal subsidiary.
3. WS Atkins plc owns 99.999% of Atkins China Limited directly and 0.001% jointly with Atkins Limited.
4. WS Atkins plc owns 50.098% of Kins Developments Limited directly and 49.902% jointly with Atkins Limited.
5. WS Atkins plc owns 50% of WS Atkins (No. 3 Trustees) Limited directly and 50% jointly with Atkins Limited.
6. WS Atkins plc owns 99% of WS Atkins (Trustees) Limited directly and 1% jointly with Atkins Limited.
The country of incorporation matches the country in which the registered office/principal place of business is located.
All the subsidiary undertakings noted above are included in the consolidation.
All the subsidiary undertakings noted above operate in the country of registration, except for WS Atkins & Partners Overseas and
WS Atkins Overseas Limited, which operate in the Middle East.

194

41 Details of related undertakings of WS Atkins plc continued

a) Subsidiary undertakings continued
Key to registered office/principal place of business
(1) Level 13, 140 St Georges Terrace, Perth WA 6000, Australia
(2) 4030 West Boy Scout Boulevard, Suite 700, Tampa FL 33607, United States
(3) 23 Taylor Street, Woodbrook, Port of Spain, Trinidad and Tobago
(4) Woodcote Grove, Ashley Road, Epsom, Surrey, KT18 5BW, England & Wales
(5) Kirkgate House, St. Nicholas Centre, Aberdeen, AB10 1HW, Scotland
(6) Parellaan 14, 2132WS, Hoofddorp, Netherlands
(7) 13/F Wharf T&T Centre, Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong
(8) Unit 1011-1015, 10th Floor, Building No 8, Tower A, No 91 Jian Guo Road, Chao Yang District, Beijing, 100022, China
(9) Unit 09-16, 3501-02, 35/F, Shun Hing Square, Di Wang Commercial Center, 5002 Shen Nan Dong Road, Shenzen, China
(10) 300 – 1801 Hollis Street, Halifax NS B3J 3N4, Canada
(11) Arne Jacobsens Alle 17, 2300 Kobenhavn S., Denmark
(12) 8 Cross Street, #24-01, PwC Building, Singapore, 048424, Singapore
(13) 99 Grand Rue, L-1661 Luxembourg, Grand Duchy of Luxembourg, Luxembourg
(14) 5. etasje, Vollsevien 13C, 1366 Lysaker, 0219 BÆRUM, Norway
(15) 7400 Carmel Executive Park Dr., STE 120 Charlotte NC 28266-8503, United States
(16) Lilla Nygatan, 7, 211 38, Malmö, Sweden
(17) G-3 TV Industrial Estate, 248/A S K Ahire, Marg Worli, Mumbai, 400030, Maharashtra, India
(18) Av. Rio Branco, No. 311, Sala 511 (parte), Centro, Rio de Janeiro, RJ, 20.040-903, Brazil
(19) Suite 21.02 and 03, 21st floor, Menara Haw Par, Jalan Sultan Ismail, 50250, Kuala Lumpur, Malaysia
(20) Plot 252E, Muri Okunola Street, Victoria Island, Lagos, Nigeria
(21) PO Box 56684, Riyadh 11584, Saudi Arabia
(22) 17220 Katy Freeway, Suite 200, Houston 200, TX 77074, United States
(23) Suite B, Ground Floor, Regal House, Queensway, Gibraltar
(24) Al-Faisaliah Tower, South Link Building Unit, 2nd Floor, PO Box 301702, Riyadh, 11372, Saudi Arabia
(25) 10th Floor, Safina Towers, No. 3, Ali Asker Road, Bangalore, Karnataka-KA, 560052, India
(26) 2nd Floor, Hatat House Complex B, Wadi Adai, Muscat, PO Box 2985, Oman
(27) Atkins House, Units 150-155 Airside Business Park, Swords, co Dublin, Ireland
b) Significant holdings
The following companies were the significant holdings as at 31 March 2016:

AMA Nuclear Limited1 £1 ordinary share 33.333% (1)
Confluence Project Management LLC1 AED1,000 ordinary share 49% (2)
DG21 LLC1 N/A – membership interest 24.5% (3)
DGM21 LLC1 N/A – membership interest 20% (4)
Engage SNC 1
N/A – membership interest 25% (5)
Faithful&Gould Qatar LLC1 QAR1,000 ordinary share 49% (6)
GET-NSA, LLC1 N/A – membership interest 49% (7)
Nuclear Atkins Assystem Alliance SNC1 N/A – membership interest 50% (5)
Partnering Plus Limited1
£1 ordinary share B 33% (8)
TRANS4M Limited1 £1 ordinary share 25% (9)
UK Nuclear Restoration Limited1
£1 ordinary share 30% (10)

Key to registered office/principal place of business

STRATEGIC REPORT
(2) Office No: 21, 19th Floor, Al Ghaith Tower, Hamdan Street, PO Box 33538, Abu Dhabi, United Arab Emirates
(3) 14900 Landmark Blvd, Suite 400, Dallas TX 75254, United States
(4) 301 N Cascade Avenue, Montrose, CO 81401, United States
(5) 70 Boulevard de Courcelles, 75017 Paris, France
(6) PO Box 23443, Qatar
(7) 100 Union Valley Road, Suite 101a, Oak Ridge TN 37830, United States
(8) Northshore, North Shore Road, Stockton-On-Tees, Cleveland, TS18 2NB, England & Wales
(9) 4th Floor, 130 Wilton Road, London, SW1V 1LQ, England & Wales
(10) Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, England & Wales
c) Joint ventures
The following entities are considered to be joint ventures based on the agreements in place between Atkins and the other parties:
Proportion of
Name ownership/interest Financial year end Registered office
AMA Nuclear Limited 1 33.3% 31 December (1)
Connect Plus Services (unincorporated) 1
32.5% 30 September N/A
GOVERNANCE
DG21 LLC 1 24.5% 31 December (2)
DGM21 LLC 1
20.0% 31 December (3)
Engage S.N.C. 1 25.0% 31 December (4)
GET-NSA, LLC 1
49.0% 31 December (5)
Nuclear Atkins Assystem Alliance S.N.C. 1 50.0% 31 December (4)

Key to registered office
(2) 14900 Landmark Blvd, Suite 400, Dallas TX 75254, United States
(3) 301 N Cascade Avenue, Montrose, CO 81401, United States
(4) 70 Boulevard de Courcelles, 75017 Paris, France
(5) 100 Union Valley Road, Suite 101a, Oak Ridge TN 37830, United States
d) Joint operations
The Group also carries out contracts in joint arrangement with other contractors as our clients seek a single point of responsibility for
major projects. The following are the principal joint operations in which the Group participated during the year:
Proportion of Principal place

Name ownership/interest of business
Staffordshire Alliance 33.3% UK
Atkins – TYPSA 50.0% KSA

196
Five Year Summary

Consolidated Income Statements for years ended 31 March
2016 2015 2014 2013 2012

£m £m £m £m £m
Revenue 1,861.9 1,756.6 1,750.1 1,705.2 1,711.1
Cost of sales (1,109.2) (1,049.2) (1,065.0) (1,088.6) (1,097.1)
Gross profit 752.7 707.4 685.1 616.6 614.0
Administrative expenses (609.3) (588.9) (571.4) (512.6) (476.8)

Operating profit 143.4 118.5 113.7 104.0 137.2
Underlying operating profit 148.2 134.1 116.4 109.7 110.5
Net (loss)/profit on disposal of businesses,

non-controlling interests and joint ventures (3.1) 0.4 10.5 4.5 7.2
Income from other investments 1.1 2.2 1.2 – –
Share of post-tax profit from joint ventures 0.7 0.1 2.4 3.8 1.9
Profit before interest and tax 142.1 121.2 127.8 112.3 146.3
Finance income 4.0 4.8 4.2 3.4 4.1

Finance costs (15.0) (19.3) (17.8) (17.7) (14.9)
Net finance costs (11.0) (14.5) (13.6) (14.3) (10.8)
Profit before tax 131.1 106.7 114.2 98.0 135.5
Underlying profit before tax 139.0 121.9 106.4 99.2 101.6
Income tax expense (27.7) (21.0) (17.9) (13.7) (28.7)

Profit for the year 103.4 85.7 202.7 183.5 208.4
Profit attributable to:

Owners of the parent 103.2 85.7 96.0 84.6 106.7
Non-controlling interests 0.2 – 0.3 (0.3) 0.1
103.4 85.7 96.3 84.3 106.8
Basic earnings per share

– continuing operations 106.0 p 87.8 p 98.4 p 86.8 p 109.0 p
– discontinued operations – – – – –
106.0 p 87.8 p 98.4 p 86.8 p 109.0 p
Diluted earnings per share

103.0 p 85.4 p 95.8 p 84.7 p 106.6 p
Underlying diluted earnings per share

107.3 p 97.1 p 85.7 p 82.6 p 79.0 p

Financial Statements > Five Year Summary 197
Consolidated Balance Sheets as at 31 March

2016 2015 2014 2013 2012
STRATEGIC REPORT
£m £m £m £m £m
Assets
Non-current assets
Goodwill 253.2 244.4 204.0 211.4 205.0
Other intangible assets 46.8 54.3 35.4 39.6 46.3
Property, plant and equipment 51.9 53.6 46.7 50.7 51.5
Investments in joint ventures 4.3 3.8 4.2 7.1 3.5
Deferred income tax assets 66.5 76.8 82.7 91.5 84.2
Derivative financial instruments 2.0 1.2 – 0.3 0.3
Other receivables 29.1 20.7 19.9 20.0 18.2
453.8 454.8 392.9 420.6 409.0
Current assets
Inventories – – – 0.2 1.1
Trade and other receivables 480.0 476.5 418.1 449.2 445.3
Financial assets at fair value through profit or loss 32.9 33.4 31.5 35.9 35.0
GOVERNANCE
Available-for-sale financial assets – – – – 6.1
Cash and cash equivalents 419.3 235.4 237.3 201.5 167.0
Derivative financial instruments 1.3 1.3 0.4 0.5 0.4
933.5 746.6 687.3 687.3 654.9
Assets of disposal group classified as held for sale – – – 5.8 6.9
933.5 746.6 687.3 693.1 661.8
Liabilities
Current liabilities
Borrowings (7.0) (61.1) (55.3) (59.8) (105.7)
Trade and other payables (483.0) (510.8) (453.1) (486.7) (506.1)
Derivative financial instruments (0.5) (0.6) (2.7) (1.4) (1.7)
Current income tax liabilities (28.3) (40.2) (31.6) (40.5) (34.3)
Provisions for other liabilities and charges (1.1) (0.8) (0.8) (1.5) (3.6)
(519.9) (613.5) (543.5) (589.9) (651.4)
Liabilities of disposal group classified as held for sale – – – (5.2) (0.1)
(519.9) (613.5) (543.5) (595.1) (651.5)
Net current assets 413.6 133.1 143.8 98.0 10.3
Non-current liabilities
Borrowings (273.6) (50.2) (45.5) (49.4) (4.9)
Provisions for other liabilities and charges (2.8) (2.6) (3.3) (4.4) (6.8)
Post-employment benefit liabilities (285.8) (316.6) (339.0) (295.6) (265.3)
Derivative financial instruments (1.0) (0.2) (1.7) (1.3) (2.5)
Deferred income tax liabilities (11.7) (10.1) (15.5) (20.1) (18.8)
Other non-current liabilities (3.2) (3.2) (1.5) (1.5) (1.6)
(578.1) (382.9) (406.5) (372.3) (299.9)
Net assets 289.3 205.0 130.2 146.3 119.4
Capital and reserves

Ordinary shares 0.5 0.5 0.5 0.5 0.5

Share premium account 62.4 62.4 62.4 62.4 62.4
Merger reserve 8.9 8.9 8.9 8.9 8.9
Retained earnings 217.2 133.0 58.2 74.7 47.5
Equity attributable to owners of the parent 289.0 204.8 130.0 146.5 119.3
Non-controlling interests 0.3 0.2 0.2 (0.2) 0.1
Total equity 289.3 205.0 130.2 146.3 119.4

198
Five Year Summary continued
Consolidated Cash Flow Statements for the years ended 31 March
2016 2015 2014 2013 2012

£m £m £m £m £m
Cash generated from operations
Operating profit for the year 143.4 118.5 113.7 104.0 137.2
Other non-cash costs/(income) 0.1 4.8 (3.5) 4.5 (2.9)
Depreciation charges 18.2 16.3 14.7 14.6 17.1
Impairment of goodwill – 2.8 – – –
Amortisation and impairment of intangible assets 11.9 13.0 7.5 14.0 9.5
Release of deferred income – – – (3.1) (0.2)
Share-based payment charge 9.4 8.6 6.7 6.5 6.4
Pension settlement and curtailment gain (1.5) – – (4.4) (33.3)
(Profit)/loss on sale of property, plant and equipment (6.7) – 0.4 – 0.5
Loss on sale of intangible assets – 0.1 0.1 – –
Gain on disposal of available-for-sale financial assets – – – (0.8) –
Movement in provisions 0.5 (0.7) (1.8) (4.7) (5.7)
Movement in working capital (26.4) 2.5 (10.3) (26.7) (34.0)
Pension deficit funding (32.8) (32.0) (32.0) (21.0) (26.0)
Cash generated from continuing operations 116.1 133.9 95.5 82.9 68.6
Cash flows from operating activities

Cash generated from continuing operations 116.1 133.9 95.5 82.9 68.6
Interest received 3.6 4.9 3.6 2.6 3.9
Interest paid (3.9) (4.8) (5.6) (3.2) (2.5)
Income tax paid (36.8) (17.8) (10.9) (7.1) (11.0)
Net cash generated from operating activities 79.0 116.2 82.6 75.2 59.0
Cash flows from investing activities (14.1) (75.2) 0.4 (5.4) (35.9)
Net cash generated from/(used in) financing activities 115.5 (48.3) (40.2) (38.8) 22.5
Net increase/(decrease) in cash and cash equivalents 180.4 (7.3) 42.8 31.0 45.6
Cash, cash equivalents and bank overdrafts at beginning of year 235.4 237.3 201.5 167.0 121.5
Exchange movements 3.5 5.4 (7.0) 3.5 (0.1)

Cash, cash equivalents and bank overdrafts at end of year 419.3 235.4 237.3 201.5 167.0
Financial assets at fair value through profit or loss 32.9 33.4 31.5 35.9 35.0
Loan notes receivable 20.1 21.8 20.3 20.0 25.1
Available-for-sale financial assets – – – – 6.1
Borrowings due no later than one year (7.0) (61.0) (55.2) (59.8) (104.0)
Borrowings due later than one year (273.5) (50.2) (45.5) (49.3) –
Finance leases (0.1) (0.1) (0.1) (5.3) (6.6)
Net funds 191.7 179.3 188.3 143.0 122.6

Investor information 199
Investor information
WS Atkins plc American Depositary Receipts (ADRs)

Registered in England The Company has a Level 1 ADR programme. This enables US
STRATEGIC REPORT
Company no. 1885586 investors to purchase the Company’s American Depositary Shares
(ADSs). Each ADS represents 1 ordinary share.
Company secretary and registered office
JPMorgan Chase Bank N.A. acts as an ADR depositary bank.
Richard Webster
WS Atkins plc For the issuance and management of ADRs, and any general ADR
Woodcote Grove questions, please contact:
Ashley Road
Epsom JPMorgan Chase Bank N.A.
Surrey KT18 5BW Depositary Receipts Group
England 4 New York Plaza
Floor 12
Financial calendar New York NY1004
USA
Ex-dividend date 7 July 2016
Record date 8 July 2016 Investor helpline: 800-990-1135 if calling from the US (toll free)
Last day to elect for DRIP 20 July 2016 or +1-651-453-2128 if calling from outside the US.
Annual General Meeting 2 August 2016
GOVERNANCE
Website: www.adr.com
Final dividend payment date 19 August 2016
Investor relations website
Shareholder services Many commonly asked shareholders’ questions are addressed
in the investor relations section of our website:
Registrar
www.atkinsglobal.com/investors.
Enquiries and notifications concerning dividends, share certificates,
transfers and address changes should be sent to the registrar, E-communications
whose address is: Shareholders can choose to receive all Company communications
electronically. This environmentally friendly way of receiving
Capita Asset Services
information has a number of advantages including speedier
The Registry
delivery of documents and the ability to access reports and results
34 Beckenham Road
on the internet wherever you are. To register please visit our share
Beckenham
portal at www.myatkinsshares.com.
Kent
BR3 4TU International payment service for dividends
UK
Capita Asset Services offers shareholders a service to convert sterling
Telephone: 0871 664 0300 if calling from the UK (calls cost dividends into certain local currencies. This service provides faster
12p per minute plus your phone company’s access charge) or access to funds and will generally cost less than the fees charged by
+44 371 664 0300 if calling from outside the UK (calls outside the your local bank. For further information, please contact the registrar
UK will be charged at the applicable international rate). Lines are (address above). Telephone: +44 20 8639 3405 if calling from
open 0900 to 1730 Monday to Friday, excluding public holidays in outside the UK (calls will be charged at the applicable international
England and Wales. rate) or 0871 664 0385 if calling from the UK (calls cost 12p per
minute plus your phone company’s access charge). Lines are open
You can access and maintain your Atkins shareholding online 0900 to 1730 Monday to Friday excluding public holidays in England
through our share portal: www.myatkinsshares.com. and Wales. Email: [email protected] or visit the registrar’s website:
www.international.capitaregistrars.com.
Other shareholder enquiries should be addressed to Atkins’
company secretary at the registered office. 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 +44 371 664 0381 to request a mandate

form and an explanatory booklet. Your completed mandate form
must be received by the registrar no later than 20 July 2016 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.

200
Investor information continued
Unsolicited mail In recent years, many companies have become aware that
If you are a UK shareholder and you wish to limit receipt of their shareholders have received unsolicited telephone calls or
unsolicited mail you may do so by registering with the Mailing correspondence concerning investment matters. These are typically
Preference Service (MPS). Registration can be made online at: from overseas based 'brokers' working in ‘boiler rooms’ who target
www.mpsonline.org.uk or via telephone on 020 7291 3310. UK shareholders, offering to sell them what often turn out to be
worthless or high risk shares in US or UK investments. These brokers
Giving your shares to charity can be very persistent, extremely persuasive and use sophisticated
If you only have a small number of shares whose value makes means to approach and convince investors. The Financial Conduct
it uneconomic to sell them, you may wish to consider donating Authority (FCA) has found that even experienced investors have
them to charity though ShareGift, an independent share donation been caught out by share fraud. It was also discovered that, on
scheme. The relevant share transfer form can be obtained from average, victims of boiler rooms lose an average of £20,000 to these
the registrar. ShareGift is administered by The Orr Mackintosh scams, with as much as £200 million being lost in the UK each year.
Foundation Limited, registered charity number 1052686. Further
information may be obtained on +44 (0)20 7930 3737 or from If you receive any unsolicited investment advice, you should follow
www.sharegift.org. the steps below:
Identity theft • avoid getting into a conversation, note the name of the person
Identity theft is on the increase. Criminals may steal your personal and firm contacting you and then end the call
information, putting your Atkins shareholding at risk. • check that they are properly authorised by the FCA before
getting involved via its register: www.fca.org.uk/register or
Tips for protecting your Atkins shares: call 0800 111 6768
• search the list of unauthorised firms to avoid:
• ensure all your certificates are kept in a safe place or hold your
www.fca.org.uk/scams
shares electronically in CREST via a nominee
• think about getting independent financial and professional
• keep all correspondence from the registrar that shows your
advice before you hand over any money.
shareholder investor code in a safe place, or destroy your
correspondence by shredding it Details of any share dealing facilities that the Company endorses
• if you change address inform the registrar in writing or via our will be included in Company mailings.
share portal at www.myatkinsshares.com
• know when dividends are paid and consider having your Protecting your investment
dividend paid directly into your bank account. This will reduce We strongly advise you to deal only with financial services firms
the risk of the cheque being intercepted or lost in the post. that are authorised by the FCA. Keep in mind that authorised firms
If you change your bank account, inform the registrar of the are unlikely to contact you out of the blue with an offer to buy
details of your new account. You can do this by post or online or sell shares. If you deal with an unauthorised firm, you would
using our share portal at www.myatkinsshares.com. Respond to not be eligible to receive payment under the Financial Services
any letters the registrar sends you about this Compensation Scheme.
• if you receive a letter from the registrar regarding a change of For more information visit the FCA website: www.fca.org.uk/scams.
address or a dividend instruction but have not recently moved
or requested a change to how you receive your dividends please Reporting a scam
contact them immediately as you may have been a victim of If you suspect you have been approached about an investment
identity theft scam, contact the FCA using the share fraud reporting form:
• if you are buying or selling shares only deal with brokers www.fca.org.uk/scams. You can also call the FCA Consumer
registered in your country of residence or the UK. Helpline on 0800 111 6768. Reporting unauthorised organisations
who are targeting, or have targeted, UK investors, means the
Share fraud warning FCA can maintain an up to date list and appropriate action can
Remember: if it sounds too good to be true, it probably is be considered.
You should be very wary of any unsolicited advice, offers to buy If you have already paid money to share fraudsters you should
shares at a discount or offers of free company reports. contact Action Fraud, the UK’s national reporting centre for
fraud and internet crime, on 0300 123 2040 or online at
www.actionfraud.police.uk. The service is run by the City
of London Police working alongside the National Fraud
Intelligence Bureau.

201
Cautionary Statement
ANNUAL REPORT
This Annual Report has been prepared to provide information to the members of the Company. The Company and its directors and the
Group’s employees are not responsible for any other purpose or use or to any other person in relation to this Annual Report.
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 36 to 41). These and other factors could adversely affect the Group’s 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.

www.atkinsglobal.com
[email protected]
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Annual Report 2016

WS Atkins plc
WS Atkins plc
Annual Report 2016
WS Atkins plc
Registered in England
Company no. 1885586
WS Atkins plc
Woodcote Grove
Ashley Road
Epsom
Surrey KT18 5BW
England

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Annual Report 2016

WS Atkins plc Annual Report 2016

WS Atkins plc Annual Report 2016

Revenue £m Underlying profit before tax £m Underlying diluted EPS pence

£1,861.9m £139.0m 107.3p

+6.0% +14.0% +10.5%

Headcount Dividend pence Underlying operating margin %

18,052 39.50p 8.0%

-2.2% +8.2% +0.4pp

WS Atkins plc Annual Report 2016

Our reporting is structured into five segments

Public sector: local government Regulated

Public sector: national government Private sector

20 FIND OUT MORE ABOUT OUR MARKETS

WS Atkins plc Annual Report 2016

Performance In the context of the forthcoming EU Strategy

Discover more online at: www.atkinsglobal.com/investors

WS Atkins plc Annual Report 2016

directors this financial year and to now

WS Atkins plc Annual Report 2016

Our business model

Our business Our strategy

How we CREATE value How we DELIVER value

Clients Collaboration Technology

WS Atkins plc Annual Report 2016

How we BUILD a winning culture How we ENABLE a sustainable future

WS Atkins plc Annual Report 2016

assessments and stakeholder

that deadlines are met, costs to offshore oil platforms.

are controlled and desired We also design management

outcomes are delivered. systems, business processes

and advanced technology

scanners and superfast

WS Atkins plc Annual Report 2016

WS Atkins plc Annual Report 2016

Pillars and progress

WS Atkins plc Annual Report 2016

Management and Terramar.

WS Atkins plc Annual Report 2016

Strategic growth drivers

Economic growth Urbanisation

As PwC notes in a report on economic This will create ongoing demand

WS Atkins plc Annual Report 2016

WS Atkins plc Annual Report 2016

Strategic objectives Focus

• Highways and intelligent

View case studies online at:

View case studies online at:

WS Atkins plc Annual Report 2016

• Digital enterprise asset management

WS Atkins plc Annual Report 2016

CEO’s business review

WS Atkins plc Annual Report 2016

Group accident incident rate (AIR)

In April 2016, we were delighted to

WS Atkins plc Annual Report 2016

Performance summary 2016 2015

Financial metrics Deferred acquisition payments (3.2) (1.5)