Annual 03

WS Atkins plc
Annual Report 2003
Contents
01 Financial summary
02 Segmental overview
04 Chairmans statement
06 Operating review
12 Financial review
16 Board of Directors
18 Report of the Directors
20 Corporate governance report
23 Corporate social responsibility report
25 Remuneration report
33 Auditors report
34
35
36
37
37
38
39
72
76
Consolidated profit and loss account

Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of total
recognised gains and losses
Reconciliation of movements
in shareholders funds
Parent company balance sheet
Notes to the financial statements
Five year summary
Investors information
Atkins is a leading provider of consultancy and

support services.
Our 15,000 highly-skilled staff support complex,
technology-based projects across a wide range
of professional disciplines, from design and
engineering to project and asset management.
Our major clients are household names.
Our reputation for consistently high standards
of delivery and our market-leading expertise
provide a sound foundation from which to
deliver value.
Financial summary
2003
m
2002
m
935.3
806.3
18.7
38.1
(13.1)
(8.9)
Exceptional items before tax
(64.5)
(6.1)
(Loss)/profit before tax
(61.6)
20.9
Net debt
(71.9)
(57.2)
3.0p
11.3p
Turnover
Adjusted profit from operations
(1)
PFI/PPP bid costs
(2)
(3)
(4)
Dividend per share

(1)
(2)
(3)
(4)
Before Metronet bid costs, amortisation of pension surplus and goodwill, exceptional items and
Employee Benefit Trusts. 2002 figures have been adjusted to be comparable.
Includes 8.4m (2002: 3.8m) Metronet bid costs.
Includes cost reduction programme and other reorganisation and restructuring charges, impairment
of assets and write down in carrying value of own shares held in Employee Benefit Trusts.
Net debt excludes cash held by the Employee Benefit Trusts and cash held on behalf of sub-contractors.
2003 Results
This has been a challenging year for Atkins. Last years introduction of our new finance
and HR systems caused significant disruption to the business, with an adverse impact
on the level of both overheads and net debt during the first half of the year. However
underlying operational performance remained robust and we continued to retain and
win work from our key customers throughout the period.
More information on all the

case studies in this report may
be accessed at:
www.atkinsglobal.com/
annualreport/casestudies
During the second half of the year the problems with our systems were addressed and
a cost reduction programme was implemented to manage overheads. The Group was
re-financed and rigorous debt management processes implemented. The basis for
improved financial performance is now in place.
Prospects
The prospects for the coming year are good. Our forward order book is strong and the
conclusion in April 2003 of the Metronet consortiums contracts to manage the major
proportion of the London Underground has initiated a significant volume of new work.
WS Atkins plc Annual Report 2003

Financial summary
01
Transport
Design and
Government Services
Turnover 312.0m
Contribution 48.3m
Turnover 195.9m
Contribution 32.5m
Highways & Transportation

Rail
Design, Environment and Engineering (DE2)

Business Services
Asset Management
Investments
Percentage of Group turnover
33.4%
20.9%
Atkins is one of the foremost providers of

consultancy and support services to the UK
transport sector. Our Highways &
Transportation (H&T) and Rail businesses
offer an unrivalled breadth of services
covering all aspects of surface transport,
from initial planning and design to
network management and maintenance.
Design and Government Services provides

multi-discipline design and engineering,
business technology, education and asset
management services.
Segmental
overview
Atkins is the UK market leader in highway

services to the Highways Agency and also
supports many local authorities. Our services
include highway management and design,
transport planning, integrated highway
services and transport systems consultancy.
Atkins is also the leading supplier of
engineering design services to the UK rail
market. As part of the Metronet
consortium, Atkins is embarking on
a 30-year contract to modernise and
maintain over two thirds of the London
Underground.
Business stream
Managing Directors
Although predominantly public-sector

based, the division applies its expertise to
providing integrated solutions to a wide
range of private-sector organisations. In
addition, our Investments arm provides
financial and technical support to the
Groups participation in PPP and PFI projects.
Joint Ventures
Our Investments business manages
investments in PPP/PFI Joint Ventures. In
the UK our share of turnover from these
was 24.5m in 2002/3. This figure is not
included in the segmental analysis above.
Richard Deacon
Norman Schunter
Design, Environment
& Engineering
Tony Fletcher
Rail
Michael Foote
Business Services
David Clements
Investments
& Government Services
02

Segmental overview
Industry
Commercial Services
International
Turnover 116.4m
Contribution 15.8m
Turnover 118.4m
Contribution 19.3m
Turnover 192.6m
Contribution 7.9m
Aviation & Defence Systems

Nuclear
Power
Process
Telecoms
Water
Cost management (Faithful & Gould)

Property management and agency
(Lambert Smith Hampton)
North America
Rest of the World
12.4%
12.7%
20.6%
Industry provides consultancy and design

services to the aviation and defence,
nuclear, power, process, telecoms and
water industries.
Commercial Services provides cost and

property management and agency services
to the owners of commercial and
industrial property.
The services we provide include technical,

engineering and planning consultancy,
design and construction management,
programme and project management and
regulatory advice.
Faithful & Gould (F&G) is one of the UKs

leading quantity surveyors, and has a
strong reputation in project management.
Public and private sector clients include
Network Rail, Royal Bank of Scotland
and BP.
Our North American operations comprise

programme and cost management
companies Faithful & Gould and Hanscomb,
and Atkins Americas, a full service architecture
and engineering company which also
provides design build, environmental and
systems integration services.
Our clients include blue chip private sector

organisations, UK nuclear licence holders,
oil & gas and pharmaceutical companies,
telecommunication operators, eight of the
ten UK water companies, the Ministry of
Defence and the Environment Agency.
Ivor Catto
Industry
Lambert Smith Hampton (LSH) provides

a broad range of property management
and agency services and has the widest
geographical spread of any UK based
commercial property consultancy.
Richard Hall
Faithful & Gould
Outside the US, the primary overseas

operations are in the Middle East, Europe
and China/Hong Kong, where we provide
design and engineering services.
Joint Ventures
Our share of revenue from TFMC
(Proprietary) Ltd which provides asset
management to South Africa Telkom
was 44.6m. Our share of revenue from
DG21 LLC which supplies support
services to the US Navy in Diego Garcia,
was 7.8m. These figures are not
included in the segmental turnover above.
Paul Wood
North America
Chris Boulton
Lambert Smith Hampton

Segmental overview
03
1 Michael Jeffries
Chairman.
2 Somerset County Council
renewed its highways
engineering services
partnership with Atkins
with the award of two new
five year contracts.
Chairmans
statement
Although the past year has been a difficult one for Atkins,
I am pleased with the considerable progress we have made
in the second half of the year. Our core operating businesses
are sound and with our focus on cost reduction, improving
margins and cash collection we are well on the way towards
re-establishing the Groups performance. During the second half
of the year we have lowered our net debt level, exceeded our
adjusted profit target and concluded in April 2003 the Metronet
consortiums 30-year contracts with London Underground.
As indicated in previous statements,
our difficulties this year arose principally
from the implementation of our new
finance and HR systems, which disrupted
our business. I am able to report that the
key issues have been addressed and our
systems are now providing us with the
management information we need to
run our operations properly.
We have caught up with our billing and
credit control and in this respect we are
now in a better position than we achieved
in previous years.
Action to reduce overheads is continuing,
and to date has produced annualised
cost savings in excess of 15m to offset
the significant increase in our cost base
resulting from our new systems. Our
programme of corrective action also
delivered significant improvement in net
debt during the second half of the year,
reducing it to 71.9m at the year end
from 105.4m at 30 September 2002.
04

Chairmans statement
Atkins strength is in the skill and

professionalism of its staff. Their dedication
has ensured that the enduring impact of
the last years problems on our clients has
been minimal. Our order book remains
strong and we continue to win new and
repeat business from a diverse range
of clients.
We have made substantial progress during
the second half of the financial year and
our focus for the immediate future will
remain cash collection and margin
improvement through cost reduction.
We have set new margin targets for the
Groups businesses and are undertaking
regular reviews to monitor delivery.
As a result, I believe the Group is firmly
back on track to deliver improved
performance in the new financial year
and on a sustained basis thereafter. It is
the Groups objective to work towards
a return to historic operating margins in
the medium-term.
3 Atkins has participated in the

development of a new technology
which uses microwaves and UV
light to disinfect water without
the need for chemicals.
4 Atkins led a study for the Strategic
Rail Authority into the potential
for a new High Speed Rail line
between the North and South
of the UK.
Results
Trading in our principal operations remained
robust during the period, although our
overall results are disappointing, having
been impacted by the introduction of our
new systems and exceptional restructuring
and impairment charges. Turnover and
contribution increased in our core Rail,
Highways & Transportation and Design
businesses, however difficult conditions
in the US market continued.
Following a long period of consistent
growth, adjusted profit before tax for
the year of 18.7m is down from 38.1m
in 2002. Taking account of Metronet bid
costs and one-off, non-operational charges,
losses before tax of 61.6m represent
a fall of 82.5m compared to 2002.
Dividend
The Board is confident in the future of
the business and a final dividend of 3.0p
per share is recommended to be paid
on 1 October 2003 to shareholders on
the register on 8 August 2003.
Our people
On behalf of the Board, I would like to
thank all our staff for their exceptional
efforts over the last year. Whether working
to maintain client services in the face of
significant internal disruption or coping
with the issues of restructuring against
a background of uncertainty and
unfavourable media reports, this has been
a difficult year. I am aware of the long
hours which have been worked and the
huge effort put in to maintain quality
of service to our clients.
Board of Directors
I am pleased to report that Keith Clarke
has accepted the role of Chief Executive
and will join the Board in October from
Skanska AB where he is currently Executive
Vice President.
Stephen Billingham joined the Board as
Group Finance Director on 1 October 2002.
Stephen has made a significant contribution
to the Groups recovery programme during
his first six months on the Board, and as
Finance Director of Metronet, helped to
steer the consortium to financial close. He
resigned as Finance Director of Metronet
on 4 April 2003.
Christopher Kemball became a NonExecutive Director on 14 May 2002.
Roger Umney retired as a Non-Executive
Director on 1 October 2002. Paul Marsh
resigned as a Non-Executive Director
on 10 April 2003 due to other business
commitments. Frances Heaton will be
retiring as a Non-Executive Director
following the forthcoming Annual General
Meeting. I would like to thank her for
her long service to the Board.
Our prospects
Our order book remains strong and we
continue to win new business from our
key customers. At the start of the new
financial year the Metronet consortium,
in which the Group is a 20% shareholder,
signed its 30 year Public Private Partnership
(PPP) contracts with London Underground.
Metronet will undertake a programme
of repair and refurbishment that will
deliver substantial improvements to the
underground infrastructure and significant
returns for the Group.
Results in the early part of the new financial
year are in line with our expectations. The
Board is confident that a stronger focus
on operations will form the basis for
a sustained recovery in our performance.
Michael Jeffries
Chairman
26 June 2003
Robin Southwell, the former Chief

Executive, left the Board on 30 September
2002 and Ric Piper, the former Group
Finance Director, left the Board on
1 October 2002.

Chairmans statement
05
1 Atkins is designing and

developing the journey
planning software for
Transport Direct, the UK
governments comprehensive
journey planning service.
2 Network Rail draws upon
Faithful & Goulds quantity
surveying and commercial
management skills such as
here at Newark Dyke through
a five year framework contract.
Operating
review
Atkins is well established
in the top priority
upgrade schemes
identified by the
Strategic Rail Authority.
Transport
Turnover in our Transport division rose by
31.2% to 312.0m (2002: 237.8m),
excluding Joint Ventures.
Highways & Transportation (H&T)
H&T experienced strong growth in large
integrated service contracts, including a
172m contract renewal with Somerset
County Council over five years. The
intelligent transport systems business
secured a two year extension to its travel
information and traffic control contract
in South Wales, won a key role in the
Transport Direct national journey planning
project, and is participating in a major road
user charging trial in Leeds. The two new
management projects for the Highways
Agency (Areas 10 and 11) operated well
during the year, and the Connect Joint
Venture was awarded the concession to
design, build, finance and operate the
130m M77 Glasgow Southern Orbital in
May 2003.
Transport Planning undertook major
studies for the Department for Transport,
the Strategic Rail Authority, the Commission
for Integrated Transport, Transport for
London, the Highways Agency and the
European Commission.
Prospects
Looking ahead, market trends include
increasing use of technology to improve
transport efficiencies and an increasing
emphasis on integrated solutions both
areas in which the Group excels. We also
expect to gain additional work from
regional planning bodies in the UK. H&T
is also well-placed to respond effectively to
greater use of private finance in highways
06

Operating review
contracts with the Highways Agency and

local authorities. We already support many
such opportunities in-house but will develop
strategic relations with other service
providers and suppliers where appropriate.
Rail
Atkins Rail benefited from strong demand
for safety-related upgrades, the extension
of existing fleet lifecycles and independent
certification of new vehicle classes. The
Rail Civils business successfully re-bid
its structural examination contracts in
Scotland and Southern England. Atkins
is the only company to hold more than
one of these new 10-year contracts.
Atkins continues to play a significant
role in supporting major investment
programmes such as the West Coast
Route Modernisation.
Prospects
Atkins Rail is well established in the top
priority upgrade schemes identified by
the Strategic Rail Authority and we expect
to see increasing work from our multifunctional framework contract with
Network Rail. Our biggest single project
will be the work on the London
Underground, which commenced in
April 2003 when Metronet was awarded
a 30 year modernisation and maintenance
contract (see case study opposite).
In December 2002, the UK government
unveiled a 5.5bn package of national
and local transport measures to accelerate
the delivery of the 10-year transport plan.
Atkins is well-placed to take advantage
of opportunities which may arise as these
measures are introduced.
Working for a better Tube

Responsibility for managing the
infrastructure of the London
Underground system has now passed
to two private sector consortia, one
of which is Metronet in which the
Group is a 20% shareholder.
Metronets 30 year partnership with

London Underground covers the SSL
(Metropolitan, District, Circle,
Hammersmith & City and East London)
and BCV (Bakerloo, Central, Victoria
and Waterloo & City) lines. Together
these lines make up over two thirds of
the underground network.

Operating review
Atkins brings a diverse range of skills

to the project. We will design premises
as well as new passenger information,
CCTV and public address systems, help
points and destination indicators.
Atkins will also manage the structural
inspections, assessments and design
work on some 3,800 bridges and
structures, 80 miles of tunnels and
nearly 100 miles of earth structures.
07
1 Atkins is working with the

Environment Agency to
mitigate the increasing
problem of flooding by
producing models to predict
where floods will occur.
2 Tony Fletcher, Managing
Director of Atkins Rail (left)
and Mike Willmore, Director
of Trans4m, discussing the
modernisation of the
London Underground.
Our consultants
responded to strong
public-sector demand
for technology
consulting and project
management.
Design & Government Services

Market conditions were good in the year,
with our design and engineering teams
benefiting from growth in the UK
construction market and our consultants
responding to strong public sector demand
for technology consulting and project
management. Turnover, at 195.9m,
was up 10.1% (2002: 177.9m), excluding
Joint Ventures.
It was a particularly good year for Design,
Environment and Engineering (DE2),
which benefited from growth in the UK
construction market, winning a design
commission for the Colchester Garrison
PFI project and securing design
partnerships with the Department for the
Environment, Food and Rural Affairs, the
Department for Work and Pensions and
Derbyshire County Council. We also won
a new commission to design the Wiltshire
and Swindon Archive Centre, one of the
largest heritage centres in the country.
Recent legislation has placed the
environment high on the agenda for both
public and private organisations, and
we capitalised on these opportunities
during the year. We are market leaders
in geotechnical and environmental
consultancy for the infrastructure
engineering market, and our planning
and landscape business is one of the
largest in the UK.
In the education sector we provided an
extensive range of services to schools in
Merton, Cornwall, Oxford, Essex and
Somerset. We foresee continued demand
for design and facilities management
services in this sector, however there
has been a discernible shift away from
large-scale intervention outsourcing and
we are withdrawing from the provision
of these services to the London Borough
of Southwark.
08

Operating review
In Asset Management, the focus was

on restructuring for the future, with some
unattractive projects being terminated
or renegotiated. The business is now
streamed into its four principal market
sectors of Government & Education,
Defence, Health, and Corporate & Retail,
with shared support services. Our national
helpdesk handles in excess of five million
calls each year and was categorised as
best in class in a recent BT survey. We are
also developing a series of supply chain
partnerships in order to respond to
the growing demand for total asset
management solutions.
Financial performance in Business Services
improved due to a number of long-term
contracts with local and central
government departments. These included
programme and project management
services at GCHQ, the Foreign and
Commonwealth Office, the Highways
Agency, the Office of National Statistics
and the Environment Agency. We also
continued to operate long-term contracts to
provide business technology management
and support to the Food Standards
Agency, Department for Education and
Skills and Swindon Borough Council.
Atkins Investments (our PPP/PFI unit) had
a busy year, reaching financial close on
the London Borough of Merton Schools
PFI project. We were also made provisional
preferred bidder for the Royal School of
Military Engineering, as well as providing
support to Metronet for the London
Underground PPP and the M77 road
project in Scotland. The Colchester
Garrison PFI project made good progress,
with planning permission finally being
achieved in July 2003.
3 Atkins has embarked on detailed

designs for Colchester Garrison.
4 Airbus has chosen Atkins to
support the development of its
new A380 airliner and, right,
A400M military transport aircraft.
Prospects
Looking ahead, our appointment as
preferred bidder for the Colchester
Garrison PFI project demonstrates the scope
of our capabilities. Atkins involvement
in the project includes multi-discipline
planning design, asset management, cost
consultancy, and other specialist services.
Against this background, medium term
plans for public sector investment are
expected to provide significant opportunities
for Design and Government Services in
the coming year.
UK Joint Ventures
Operating profit was 10.5m (2002:
10.6m). Profit before tax was 2.9m
(2002: 3.5m).
The majority of the Groups UK Joint
Ventures performed as expected during
the year. Half of the Groups Joint
Venture operating profit was from
Connect Roads Limited in which Atkins
has a 32.1% stake. A limited refinancing
of the Connect projects was completed
in November 2002, enabling the
Joint Venture company to distribute
a dividend to its shareholders.
Joint Ventures in the UK health and
education sectors continued to perform
in line with expectations.
Following a review of prospects in the
prison sector, we sold our 5.3% stake
in Bridgend Custodial Services. We will
continue to review our PFI portfolio
to ensure we make best use of the
Groups capital.
Industry
Turnover in Industry rose by 24.2% to
116.4m (2002: 93.7m).
Aviation and Defence Systems (A&DS)
A&DS delivered profitable growth in 2003.
Aerospace prime contractors are faced
with a significant level of design activity
for major new programmes such as A380,
A400M and Joint Strike Fighter (JSF).
We are well positioned as Airbus selected
engineering solutions partner for both
A400M and A380 projects and are
well-placed to build on our involvement
in these and the JSF project.
Nuclear
The year was challenging for Nuclear.
There was some uncertainty in the market
as BNFL and UKAEA developed their
strategies and this led to delays in contract
awards. However, our forward order book
is healthy, and performance in 2004 is
expected to benefit from measures taken
to improve the efficiency of the business.
Power
It was a profitable year for Power.
Regulatory requirements and government
targets are driving growth in our key
markets of energy solutions and
renewable energy. We have forged close
working relationships with key clients,
particularly on our framework and alliance
contracts which should provide the
platform for success in 2004.
Process
Much of our work for the oil and gas
sector involves ensuring the safety and
integrity of existing assets. As a result we
were able to maintain our workload
during 2003 despite reduced investment in
the UK market. Looking ahead, we will
seek to capitalise on our expertise in niche
oil and gas markets.

Operating review
Telecoms
The telecoms market remained weak, with
little sign of immediate improvement.
Despite this backdrop, performance on
our key contracts improved during the year
and we believe that our cost base will
enable us to continue to deliver acceptable
returns in this sector.
Water
Water is one of the UKs leading water
consultancies, having major framework
contracts with the Environment Agency
(EA) and many of the privatised water
companies. Our business performed well
during the year, winning significant work
from the EA in the area of flood prevention
and prediction.
Commercial Services
Turnover in Commercial Services fell 0.9%
to 118.4m (2002: 119.5m).
Cost management Faithful & Gould (F&G)
During 2003 the public sector market
remained particularly buoyant. Investment
in the renewal, repair and improvement of
the national rail network was maintained,
and several regions continued to invest in
light rail or similar systems. Regulatory
obligations imposed upon utility providers,
particularly the water and power sectors,
continued to drive investment. The private
property sector showed signs of decline,
especially in the South East.
F&G consolidated its lead in the cost
management market by focusing on service
improvements, offering a broader range of
skills and applying the latest asset planning
and maintenance management tools.
During the year F&G won a Network Rail
contract for cost management support, a
new four year commission to provide cost
management services for Scottish Water
and a contract to provide outsourced
technical services to Derby City Council.
09
Managing Britains
highways
These latest commissions reflect

the trend towards large, long-term,
multi-discipline contracts.
During the year our Highways &

Transportation business led by
Managing Director Richard Deacon
(above right, seen here with Technical
Director David Jenkins) began work on
two new management and operational
contracts for the Highways Agency
(Area 10 and 11).
The 190m Highways Agency

Managing Agent Contract for Area 11
in the Midlands was secured through
Optima Infrastructure Management
(Atkins working in partnership with
Accord-Jarvis).
10

Operating review
We are also creating strategic alliances

to bid for multi-activity contracts for
Local Authorities and private finance
highway maintenance schemes.
Connect, our Joint Venture with
Balfour Beatty, was awarded the
contract to design, build, finance and
operate the 130m M77 and Glasgow
Southern Orbital motorway in Scotland.
1 Atkins is helping to build a

new systems development
centre for the Royal Navy. The
facility will develop combat
systems for the T45 destroyer.
2 Atkins Power is managing
energy trading for Growers
CHP, which provides combined
heat and power to the
horticulture industry.
Prospects
We expect that the governments
commitment to public sector investment
will continue to provide significant
opportunities. We will be looking to build
upon very strong positions in the transport
and utilities sectors, where framework
arrangements provide future workload.
Property management and agency
services Lambert Smith Hampton (LSH)
The year was characterised by
contrasting conditions in different
market sectors. The retail sector
benefited from an upturn as a result of
a strong consumer sector and growth
in the service sector was sustained
by demand for distribution and
warehousing space. The investment
market continued to be dominated by
private investors, reflecting low interest
rates and high returns compared to
the underperforming equity market.
Conversely the office and manufacturing
sectors suffered from rationalisation,
reduced investment and slower
rental growth.
Against this background, LSH had
a successful year. Of particular note
was the performance of our West End
investment business, which successfully
negotiated three multi-million pound
property transactions on behalf of
Praedia/Cardinal Lysander, Sydney &
London and Dawnay Day. Our Industry
team was named Best Industrial
Agency in Property Weeks 2002
Property awards. Significant new
contracts won in the year included
provision of estates and valuation
services to Hertfordshire County
Council (a contract worth 6m over
five years), and management of
Henderson Global Investments UK
property portfolio. Across all sectors,
we transacted over 33million sq ft of
space during the year.
Prospects
Looking ahead, the UKs economic
performance will depend on the global
economic recovery and in particular
recovery in the US. Domestic consumer
spending and the housing market have
been the main driving forces behind
the UKs economic performance during
2003: a significant downturn in either
of these areas could pose a threat,
particularly to the domestic and retail
sectors. Over supply of office space is
likely to mean that rental growth will
not return to this sector until 2004.
Prospects
Looking ahead, our North American
operations continue to pursue privatisation
projects. Over half of all federal
construction contracts are being executed
using a design-build delivery approach,
and that percentage is expected to grow
the next few years, providing significant
opportunities in this sector for the
foreseeable future.
International
Turnover in International grew by 8.6%
to 192.6m (2002: 177.4m).
Rest of the world

Elsewhere in the world the skills of our
designers continued to be in demand.
Our design team prepared schemes for
prestigious new hotels in Tunisia and Saudi
Arabia. In Hong Kong, we were awarded
two major rail contracts to provide design
and construction services for extensions
to commuter rail lines.
Our USA operations experienced mixed

fortunes during the year, reflecting
challenging market conditions due to
uncertainty over the situation in Iraq.
Hanscomb International Corp. (Hanscomb),
acquired in June 2002, performed well,
winning a major construction management
contract with Honda. While Faithful
& Gould also made progress, Atkins
Americas Inc., formerly the Benham Group
Inc., had to contend with weak demand
in its core markets and a generally weak
private sector economy.
International Joint Ventures

Operating profit was 3.7m (2002: 3.9m).
Profit before tax was 3.8m (2002: 4.1m).
International Joint Ventures continue to

perform in line with expectations. TFMC
(Proprietary) Ltd which manages South
Africa Telekoms entire property portfolio,
is one of the worlds largest outsourcing
agreements.
Workload remained unpredictable

during the period, with fewer projects
commencing and more intense competition
to win work. A number of projects for
which we had been commissioned were
delayed or cancelled. In response to these
difficult conditions, we undertook a
thorough review of the business to align
both operational and corporate overhead
costs with business activity and productivity.

Operating review
11
1 Stephen Billingham
Group Finance Director.
2 Atkins Rail has won a major
consultancy contract with the
Danish National Railway Agency.
Financial
review
Since my appointment as Group Finance Director

on 1 October 2002, my focus has been on refinancing
the Group and improving cash generation and net
margin performance.
We are focused
on cash generation
and net margin
performance.
Results summary
Year to
31 March 2003
m
Year to
31 March 2002
m
935.3
806.3
123.8
(105.0)
14.2
(9.6)
(4.7)
116.7
(80.3)
14.5
(7.7)
(5.1)
18.7
38.1
(8.4)
3.7
(11.1)
(3.8)
3.4
(9.4)
(1.3)
2.9
27.0
Exceptional items
(64.5)
(6.1)
(Loss)/profit before tax
(61.6)
20.9
Basic (loss)/earnings per share

Adjusted earnings per share(2)
(58.7)p
16.5p
13.1p
31.4p
Turnover
Contribution from operating segments(1)
Overheads
Joint Ventures profit
Net interest payable
Bid costs (excluding Metronet)
Adjusted profit before tax(2)
Metronet bid costs
Amortisation of pension surplus
Amortisation of goodwill
Employee Benefit Trusts
Profit on ordinary activities before tax
(1)
(2)
12
Contribution from operating segments is operating profit before allocation of overhead costs,
amortisation of pension surplus and goodwill, bid costs, Employee Benefit Trusts (EBTs), Joint
Ventures and exceptional items.
Adjusted profit is before Metronet bid costs, amortisation of pension surplus and goodwill, EBTs
and exceptional items.

Financial review
3 Ivor Catto (middle), Managing

Director of Industry with
Project Manager Dave Miller
on site at Avecia where we are
managing the building of their
new manufacturing plant.
4 The Highways Agency asked
Atkins to design and manage
installation of a new M25
CCTV system.
Turnover
Turnover increased by 16.0%, of which
12.2% was organic and 3.8% related
to Hanscomb International Corp
(Hanscomb, acquired in July 2002) and
Scanrail (acquired in July 2001).
Contribution
Contribution from operating segments
increased by 6.1%, reflecting the
underlying profitability of the Groups core
operations. Further analysis of the
performance of our business segments is
contained in the Operating review.
Overheads
Overheads increased by 30.8% during
2003. The Group replaced its UK
information technology infrastructure
and finance and HR systems in 2002,
and this intensive programme of capital
investment gave rise to significantly
increased depreciation and maintenance
costs. To offset this, the Group
announced a cost reduction programme
in October 2002. As a result, overhead
costs had been reduced by more than
15m per annum on an ongoing basis
by the year end. External cost pressures,
such as premiums for professional
indemnity insurance, continue to provide
a challenge and we are constantly
working to manage our cost base.
Joint Ventures
In accordance with FRS 9, Associates
and Joint Ventures, the Group has
reported 6.7m (2002: 7.6m) as its
share of the profit before tax of its
Joint Ventures, being the Groups share
of operating profit of 14.2m (2002:
14.5m) less net interest payable
7.5m (2002: 6.9m). Joint venture
performance will be enhanced
significantly by Metronet in 2004.
Net interest payable

Excluding Joint Ventures, the rise in net
interest payable from 0.6m to 2.0m
reflected the deterioration in the Groups
net debt position during the year.
Net interest payable is expected to rise
in 2004 reflecting the cost of financing
the Groups investment in Metronet
(see below), partially offset by ongoing
reductions in the level of net debt.
Bid costs
The results were after charging 8.4m
(2002: 3.8m) on the Metronet bid for
the London Underground. Additional
bid costs of 4.7m (2002: 5.1m)
were incurred during the year on other
PFI/PPP projects, including Colchester
Garrison. In compliance with UITF 34
Pre-contract costs the Group capitalises
PFI/PPP bid costs from the point at
which it becomes virtually certain that
such costs will be recovered. No costs
were capitalised with respect to PFI/PPP
bids during the period under review.
It is expected that the level of bid costs
will be substantially lower in 2004,
following Financial Close on Metronet
and as the Colchester Garrison bid
nears completion.
Cumulative bid costs and development
fees of 20m were reimbursed on
4 April 2003 in respect of Metronet
and will be amortised over the life of
the concessions in accordance with the
Groups accounting policies.
Pensions
Amortisation of pension surplus of
3.7m (2002: 3.4m) relates to the
Atkins Staff Scheme and the Railways
Scheme and is based on the latest SSAP
24 actuarial valuation of each scheme

Financial review
(1 April 2001 and 31 December 2001

respectively). It is the Boards intention
to request an updated actuarial
valuation of the Groups defined
benefit pension schemes during the
first half of the new financial year and
the Groups accounting estimates with
respect to pensions will be reviewed
following this exercise.
Preliminary discussions with the
actuaries indicate that, in order to
maintain existing benefits, additional
contributions in the order of 6m
per annum may be required.
Acquisitions
The acquisition of Hanscomb in June
2002 accounted for 5.0m net cash
outflow. Goodwill arising from the
acquisition amounted to 20.3m.
Operating profits were after charging
11.1m (2002: 9.4m) of goodwill
amortisation relating to Hanscomb
and to acquisitions made in prior years.
The cost of goodwill amortisation is
expected to fall in 2004 as a result of
the write down in the carrying value
of goodwill discussed below.
Exceptional items
Loss before tax is after exceptional
items totalling 64.5m. Of this, 33.3m
related to impairment of assets, primarily
in North America where the slowdown
of the market significantly impacted
the results of Atkins Americas Inc.
(formerly the Benham Group Inc.). In
addition, 16.4m was written off the
carrying value of own shares held
in EBTs and 14.8m related to the
cost reduction programme and other
reorganisation and financial
restructuring charges.
13
1 Norman Schunter
Managing Director of
Design, Environment and
Engineering reviews our
work at London City Airport.
2 Network Rail has awarded
our Rail business two 10-year
contracts to examine structures
in the Southern Region and
in Scotland.
Metronet presents a
significant opportunity
to the Group.
Taxation
The Groups effective tax rate in 2003
was 18.5% (2002: 25.5%) of Adjusted
profit. The variation between this
rate and the UK corporation tax rate
of 30.0% is explained in Note 8 to
the accounts.
The reduction in effective tax rate was
primarily due to the release of provision
for deferred tax in respect of tax benefits
on amortisation of shares in the EBTs.
We expect the Groups effective tax
rate to revert to normal levels in 2004
as the Group returns to profitability.
Dividends
The Directors propose a final dividend
of 3.0p per share.
EPS and adjusted EPS figures
Basic EPS was a loss of 58.7p (2002: profit
of 13.1p), reflecting the impact of
exceptional items on the years result.
Adjusted EPS was a profit of 16.5p (2002:
31.4p) based on Adjusted profit before tax
of 18.7m (2002: 38.1m) and that part of
the Groups tax charge attributable to
this profit.
Cash flow
In spite of reduced operating profit, net
cash inflow from operating activities
increased by 6.3m in the year due to
improved working capital management.
Dividends increased by 5.7m primarily
due to a dividend received from the
Connect Joint Venture on completion of its
refinancing. Capital expenditure was lower
by 34.5m reflecting completion of
investment in information technology.
14

Financial review
Going forward net cash flow from

operating activities is expected to continue
to rise as the benefits of new margin
targets are realised. Tax payments will
increase as the Group returns to
profitability, however capital expenditure
is expected to be lower than in 2003.
The Group will also benefit in 2004
from reimbursement of bid costs and
development fees relating to Metronet
(see below).
Activities which are expected to
enhance future performance
Atkins is a 20% shareholder in the
Metronet consortium (Metronet) which,
after nearly 4 years of negotiation,
consultation and planning, achieved
Financial Close on its 30-year Public Private
Partnership (PPP) with London
Underground on 4 April 2003.
The Group expects that operating profits
from supply chain work and fees relating
to Metronet will be around 7m in the
first year, rising to 13m per annum over
the rest of the initial seven year period.
In addition the Group will account for its
share of the profit before tax of Metronet
which is expected to be around 10m
in the first year and 12m per annum
thereafter.
The Group will invest 70m in Metronet
by way of equity and shareholder
subordinated debt over the first six years
of the concession, 2m of which was
invested at Financial Close. The equity
contributions and the post tax supply chain
profits taken together will be broadly cash
neutral over the first seven years, after
which Metronet is expected to return
significant dividends to Atkins.
3 Hanscomb is managing
construction of a major
extension to Hondas car
plant in Lincoln, Alabama.
4 David Clements, Managing
Director of Investments and
Government Services (left) and
Graham Brammer, Barclays
Group Director Property
Services, interrogate the
Performance Dashboard, a tool
that provides an at a glance
indication of service levels on
asset management contracts.
Treasury
The role of Group Treasury is to manage
and monitor the Groups external funding
requirements and financial risks in support
of the Groups corporate objectives. The
Board reviews and agrees policies and
authority levels for all areas of treasury
activities. Group Treasury is not a profit
centre and therefore does not undertake
speculative trading.
The Group funds its ongoing activities
through cash generated from its
operations and bank borrowings. The
Groups cash flow is analysed in detail in
Note 31 to the accounts. As a result of the
problems arising from the implementation
of our new finance and HR systems, the
Groups net debt position deteriorated to
105.4m at 30 September 2002 (31
March 2002: 57.2m). The Group made
substantial progress on improving its debt
management in the second half of the
year and at 31 March 2003, net debt
had been reduced to 71.9m.
On 27 February 2003, the Group
announced that it had signed new
banking facilities with its principal lending
banks. These facilities include cash facilities
and bonding lines, as well as a 68m Letter
of Credit facility in relation to the Groups
ongoing equity obligations under the
Metronet transaction.
The fees for the Letters of Credit included
an agreement to issue warrants in respect
of 4,715,200 Atkins shares (representing
approximately 4.73% of Atkins current
issued share capital) on financial close of
Metronet. 50% of these warrants are
exercisable at any time from 4 July 2003.
A further 25% of them are exercisable at

any time from 4 October 2003, and the
remaining warrants are exercisable at any
time from 4 January 2004. An amount of
0.5p (the nominal value of Atkins shares)
is payable in respect of each Atkins share
issued on the exercise of the warrants.
The Group also has the Sterling equivalent
of 3.5m banking facilities available to
non-UK parts of the Group.
Private Finance Initiative (PFI) and
Public Private Partnership (PPP)
The Groups PFI and PPP projects involve
the Group in arranging finance as part of
the overall project service. Individual
projects are undertaken in Special Purpose
Companies (SPCs) in Joint Ventures with
other parties. These SPCs contract with
end users for the provision of serviced
facilities and also arrange funding,
construction, facilities management
services and, where required, operational
support for the project.
Except for equity commitments, the
funding of these SPCs is arranged without
recourse to the rest of the Group. The
Groups share of the gross assets and
liabilities of these SPCs is reflected
separately in the Group accounts in
accordance with the provisions of FRS 9.
Foreign currency risk

Through its acquisition of the Benham
Group Inc. (now Atkins Americas Inc.) in
2000 and Hanscomb in 2002, the Group
has significant US Dollar denominated
assets. To mitigate the effect of currency
exposures arising from its net investment
in the US the Group has financed part of
its investment by borrowing in US Dollars.
The borrowing is currently at a floating
rate of interest.
The Group also has transactional currency
exposures. These exposures arise from
sales or purchases in currencies other
than Sterling. It is the Groups policy to
hedge the risk arising from contracts
denominated in currencies other than
Sterling. At 31 March 2003 the Group
had outstanding forward foreign exchange
contracts amounting to the equivalent
of 1.2m.
Stephen Billingham
Group Finance Director
Interest rate and liquidity risk

The Group funds itself using floating rate
borrowings. The Board considers that the
new banking facilities entered into on
27 February 2003 include sufficient
funding to allow for seasonal variations in
working capital. At 31 March 2003, the
amount undrawn under the Groups credit
lines was 51.3m.

Financial review
15
Board of
Directors
Michael Jeffries
Chairman, age 58
Michael Jeffries, Chartered Architect,
was appointed a Director in 1992, Chief
Executive in 1995, and Chairman in April
2001. He joined the Group in 1975 and
in 1979 was appointed a Director of
WS Atkins Group Consultants, a former
Group Company. He was appointed a
Non-Executive Director of De La Rue plc
in April 2000 and Chairman of Wembley
National Stadium Ltd in April 2002.
Michael is a member of the Nomination
Committee.
Frances Heaton
Deputy Chairman and Senior
Non-Executive Director, age 58
Frances Heaton was appointed a NonExecutive Director in 1990 and Deputy
Chairman in 1996. She is currently a NonExecutive Director of Legal & General
Group plc and awg plc and a member of
the Committee on Standards in Public Life.
She was formerly an Executive Director
of Lazard Brothers & Co. Limited, a NonExecutive Director of the Bank of England
and Commercial Union plc and DirectorGeneral of the Panel on Take-Overs
and Mergers. Frances is Chairman of the
Audit Committee, and a member of the
Remuneration Committee and the
Nomination Committee.
James Morley
James Morley was appointed a NonExecutive Director in January 2001. He
is a Chartered Accountant. He is currently
Group Finance Director of Cox Insurance
Holdings plc and a Non-Executive Director
of Bankers Investment Trust. He has
previously been Finance Director at Arjo
Wiggins Appleton plc, Guardian Royal
Exchange plc and Avis Europe plc. James
is a member of the Audit Committee,
the Remuneration Committee and the
Nomination Committee.
16

Board of Directors
Stephen Billingham
Group Finance Director, age 45
Stephen Billingham was appointed to the
Board in October 2002. He joined Atkins
in the Autumn of 2000 as Group
Financial Controller. For the year prior
to joining the Board he was on full time
secondment to the Metronet LUL PPP
consortium as Finance Director. Stephen
spent 11 years with the engineering group
BICC plc (now Balfour Beatty plc), where he
was Group Treasurer from 1993 to 2000.
He has previously held finance positions in
Severn Trent plc, the Burmah Oil plc and
British Telecommunications plc.
Christopher Kemball
Christopher Kemball was appointed
a Non-Executive Director in May 2002.
Most of his career has been in investment
banking in Europe, Emerging Markets
and the USA. He is currently a Vice
Chairman of Hawkpoint Partners Limited,
the independent corporate advisory firm.
He is also a Non-Executive Director of The
Davis Service Group plc and Control Risks
Group Limited. Christopher is a member
of the Nomination Committee.
Struan Robertson
Struan Robertson was appointed a NonExecutive Director in August 2000. Struan
is a mechanical engineer with an MBA.
He retired from BP in July 2000 after
a distinguished international career where
he held posts as Chairman of BP Asia
Pacific, Chief Executive Oil Trading
International and Senior Vice President
Technology and Marketing. Following
retirement, Struan was appointed as Group
Chief Executive of the Wates Group. He is
a past Deputy Chairman of the International
Petroleum Exchange. Struan is Chairman
of the Remuneration Committee, and
a member of the Audit Committee and
the Nomination Committee.
1
2
3
4
5
6
Michael Jeffries
Stephen Billingham
Frances Heaton
Christopher Kemball
James Morley
Struan Robertson

Board of Directors
17
Report of the Directors

The Directors present their report together
with the audited financial statements of
the Group and the Company for the year
ended 31 March 2003. These will be laid
before the shareholders at the Annual
General Meeting to be held on
16 September 2003.
Principal activities and
business review
WS Atkins plc is a leading provider of
technology-based consultancy and support
services with offices in the United
Kingdom, Europe, the Middle East, Asia
Pacific and the USA. As at 31 March 2003
it employed 15,392 (2002: 15,159)
permanent staff worldwide. It reports
through five segments: Transport, Design
and Government Services, Industry,
Commercial Services and International
(including North America).
The Chairmans statement (pages 4 and 5),
and Operating review (pages 6 to 11),
Financial review (pages 12 to 15) and the
Corporate and social responsibility report
(pages 23 and 24) report on Atkins
performance during the past year and
prospects for the future. The reviews are
included in this report by reference,
together with the list of the principal
subsidiary undertakings and the countries
in which they operate (Note 33).
The loss for the year after tax of 54.3m is
shown in the consolidated profit and loss
account on page 34. A final dividend of
3 pence (2002: 7.56 pence) per ordinary
share is proposed making a total dividend
for the year of 3 pence (2002: 11.34 pence)
if approved. The final dividend will
be payable on 1 October 2003 to
shareholders on the register at the close
of business on 8 August 2003.
Acquisitions
On 24 June 2002 the Company acquired
Hanscomb International Corp, a project
management consultancy business with
370 staff. The consideration of 21.7m
was met from existing borrowing facilities
and the issue of 3,039,617 new shares.
18
Share capital
Details of the Companys authorised and
issued share capital can be found in Note 23
of the financial statements.
Directors
The Directors of the Company at the date
of this report are shown on page 16.
On 14 May 2002 Christopher Kemball
and Paul Marsh were appointed as NonExecutive Directors. Paul Marsh subsequently
resigned on 10 April 2003 due to a
significant increase in his other business
commitments which meant he was unable
to devote sufficient time to the affairs of
the Company. On 30 September 2002
Robin Southwell resigned as a Director.
On 1 October 2002 Ric Piper resigned as a
Director and Roger Umney retired and
resigned as a Non-Executive Director.
At every Annual General Meeting (AGM)
one third of the Directors must retire by
rotation and may be reappointed. At the
forthcoming AGM James Morley will
retire in accordance with the Articles of
Association and being eligible offer himself
for re-election. Stephen Billingham, having
been appointed to the Board since the last
AGM, will retire and being eligible, offer
himself for re-election. Frances Heaton,
the Deputy Chairman and Senior NonExecutive Director, will also retire and will
not be seeking re-election.
Details of Directors of the Company, their
remuneration, shareholdings, options
and long term incentive entitlements are
given in the Remuneration report on
pages 25 to 32.
Subsequent events
On 4 April 2003, the Metronet consortium
in which the Group is a 20% shareholder,
signed 30 year contracts with London
Underground. Further information on
these contracts is given on pages 7 and 14.

Substantial shareholdings
As at 26 June 2003 the Company had
been notified in accordance with Sections
198 to 208 of the Companies Act 1985 of
the following interests in ordinary shares:
Name
No. of
ordinary
share
shares
% of
issued
capital
The Atkins (No. 4)

Employees
Benefit Trust(1) 4,922,371
4.93%
Aviva plc(1)
3,602,791
3.61%
BH Caporn and
AC Vause(1)
3,797,588
3.80%
FMR Corp and

Fidelity International
10,470,658
Limited(2)
10.49%
Legal and General

Group plc(3)
3,079,802
3.08%
(1)
(2)
(3)
Not a beneficial interest.

Interest arises in the context of passive
investment activities only by the various
investment accounts managed on
a discretionary basis.
Beneficial interest.
Save as referred to above, the Directors are

not aware of any person as at 26 June
2003 who was interested in 3.0% or
more of the issued share capital of the
Company or could directly or indirectly,
jointly or severally, exercise control over
the Company.
Corporate governance
A report on corporate governance is
on pages 20 to 22.
Corporate social responsibility
A report on corporate social responsibility
is on pages 23 to 24.
Business conduct policy

The Board is responsible for the Groups
Business Conduct Policy. The Group
believes that integrity is a fundamental
prerequisite for successful business
relationships, both internally and
externally. Reputation, trust and
confidence are essential elements
which we seek to protect and enhance
to the benefit of all with whom we
have a relationship. The Group seeks
to understand and meet its customers
needs, whilst seeking continuous
improvement. Across the Group there
are procedures in place which seek to
underpin this approach. By so doing
the Group aims to meet the needs of
customers, shareholders and staff.
Payments to suppliers
The Group agrees terms and conditions
for its business transactions with
suppliers and endeavours to make
payments to these terms, subject to the
terms and conditions being met by the
suppliers. Although systems issues
during the early part of the financial
year significantly disrupted the normal
payment cycle, as at 31 March 2003,
the number of days of annual purchases
in the Group represented by year end
creditors had returned to a normal level
of 29 days (2002: 49).
Charitable and political
contributions
Amounts given by the Group for charitable
purposes were 115,000 (2002: 84,900).
It is the Groups policy not to make political
donations either in the UK or overseas.
The Group has no intention of making any
political donations or incurring such
expenditure in the future. However, the
Political Parties, Elections and Referendum
Act (the PPER Act) came into effect
during 2001 and defines EU Political
Organisation widely. There is some
uncertainty over which bodies are covered
by the definition and what will be classified
as a Donation. The Board will therefore
seek authority at the forthcoming AGM to
make political expenditure up to 100,000
in order to prevent inadvertent breach
of the PPER Act.
European Monetary Union

The impact of the introduction of the
Euro on the Group has been minimal
reflecting the fact that approximately
21.0m (2.2%) of Atkins turnover in
2003 was generated in the 12 countries
and that the Groups local systems have
been appropriately amended. It is not
possible to predict whether the UK will
adopt the Euro in the future, at what
exchange rate it might be adopted or
whether any impact on Atkins would
be significant. The Group neither
anticipates changing its reporting
currency nor denominating its share
capital in Euros, unless the UK decides
to join the European Monetary Union.
Tax status
The close company provisions of the
Income and Corporation Taxes Act 1988
do not apply to the Company.
Annual General Meeting
The Annual General Meeting will be held
on 16 September 2003 at 4.30pm.
Directors responsibilities
The Directors are required by UK company
law to prepare for each accounting period
financial statements which give a true and
fair view of the state of affairs of the
Group and the Company as at the end of
the accounting period and of the profit
and loss of the Group for that period. In
preparing the financial statements the
Directors are required to select and apply
consistently suitable accounting policies
framed by reference to reasonable and
prudent judgements and estimates.
Applicable accounting standards also have
to be followed and a statement made to
that effect in the financial statements,
subject to any material departure being
disclosed and explained in the notes to the
financial statements. The Directors are
required to prepare the financial
statements on a going concern basis
unless it is inappropriate to presume that
the Group will continue in business. The
Directors are responsible for ensuring
proper accounting records are kept which
disclose with reasonable accuracy at any
time the financial position of the Company
and the Group and to enable them to
ensure that the financial statements
comply with the Companies Act 1985.

They are also responsible for taking

reasonable steps to safeguard the assets of
the Group and for taking reasonable steps
for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for the
maintenance and integrity of the Groups
website. Financial information published
on the website is based on legislation in
the United Kingdom governing the
preparation and dissemination of financial
statements that may differ from legislation
in other jurisdictions.
Going concern
The Directors have a reasonable
expectation that the Group has adequate
resources to continue in operational
existence for the foreseeable future and
therefore continue to adopt the going
concern basis in preparing the accounts.
Auditors
Following the conversion of
PricewaterhouseCoopers to a Limited
Liability Partnership (LLP) from 1 January
2003, PricewaterhouseCoopers
resigned on 25 March 2003 and the
Directors appointed its successor,
PricewaterhouseCoopers LLP, as
auditors. A resolution to reappoint
PricewaterhouseCoopers LLP as auditors
to the Group will be proposed at the
forthcoming Annual General Meeting.
Approved by the Board of Directors
and signed on its behalf
Amanda Massie
Company Secretary
26 June 2003
19
Corporate governance report

The Group provides a wide range of
technology-based consultancy and support
services. An effective system of corporate
governance is fundamental to fulfiling the
Groups corporate responsibilities and the
achievement of its financial objectives.
The policy of the Board of WS Atkins plc
is to manage its affairs in accordance with
the Principles of Good Governance and
the Code Provisions set out in Section 1
of the Combined Code on Corporate
Governance in the UKLA Listing Rules.
Following the publication of the Higgs
Report in January 2003 and the proposed
integration of these recommendations
into the Listing Rules in July 2003 the
Board will review its corporate governance
framework during the latter half of 2003.
The provisions of the Code applicable to
the Group are divided into four parts:
Board and committee structure
Board
The Board of WS Atkins plc is the body
responsible for corporate governance, for
establishing policies and objectives and for
the stewardship of the Groups resources.
It is the Groups policy that the roles of
Chairman and Chief Executive are
separate. However, as an interim measure
following the resignation of the former
Chief Executive, since 1 October 2002,
these roles have been temporarily
combined until the new Chief Executive is
appointed on 1 October 2003. Currently
there are two Executive Directors and four
Non-Executive Directors. Their profiles
are given on page 16.
It is the opinion of the Board that the
Non-Executive Directors are independent
of management and have no business or
other relationship which could interfere
materially with the exercise of their
judgment.
The Board meets regularly throughout the
year and met more than 12 times during
2003. In addition, Directors meet as
members of relevant Committees. There
is a formal schedule of matters reserved
specifically to the Board for decision and
delegating specific responsibilities to
Committees. Each of the Committees
20
has formal written Terms of Reference

which are reviewed by the Board at
regular intervals.
All Directors have access to the advice and
services of the Company Secretary, who
is responsible for ensuring that Board
procedures and applicable rules and
regulations are observed. There is an
agreed procedure for Directors to obtain
independent professional advice. Board
members receive appropriate guidance
to strengthen their understanding of the
business and their legal obligations.
In accordance with the Groups Articles
of Association, one third of the Board is
required to retire by rotation each year.
In addition, all those appointed during
the year will stand for re-election at the
next General Meeting, ensuring that
each Board Member faces re-election
at regular intervals.
Group Executive
The Group Executive meets regularly
throughout the year, at least ten times.
It is responsible for the management of
the business and is chaired by the Chief
Executive. Its members currently comprise
the Group Finance Director, the Managing
Directors of the Business Units, the Human
Resources Director and the Company
Secretary.
The respective roles of the Board and
Group Executive are discussed further
under Internal control on page 21.
Audit Committee
The Audit Committee comprises Frances
Heaton, James Morley and Struan
Robertson, all Non-Executive Directors.
Frances Heaton is Chairman. Paul Marsh
was a member until his resignation. The
Committee meets at least three times a
year. Its prime tasks are to review the scope
of the external audit, to receive reports
from the external and internal auditors
and to review the half yearly and annual
financial statements before they are
presented to the Board, focusing in particular
on accounting policies and compliance,
areas of management judgment and
estimates, and the effectiveness of internal
control procedures.

The key elements of processes used by

the Audit Committee to review the
effectiveness of the system of internal
control include:
discussion with Management on risk
areas identified by Management and/or
the audit process;
review of internal and external
audit plans;
review of significant issues arising from
internal and external audits; and
review of significant Group risks reported
by the Group Risk Committee.
Auditors
The Audit Committees Terms of Reference
address the provisions in the Combined
Code in relation to audit committees and
auditors. The Board and the Audit
Committee monitor the cost effectiveness
of audit and non-audit work performed
by the auditors and also consider the
potential impact, if any, on the corporate
relationship with the auditors before
awarding any non-audit work.
The auditors continue to operate
procedures to safeguard against the
possibility that the auditors objectivity and
independence could be compromised.
This includes the use of independent
concurring partners, use of a technical
review board (where appropriate) and
annual independence confirmations by
all staff. The auditors report to the Audit
Committee on matters including
independence and non-audit fees on an
annual basis. In addition, the role of the
audit partner is rotated on a periodic basis.
Nomination committee
The Nomination Committee comprises the
Chairman and up to four other Directors
the majority of whom are Non-Executive
Directors. It is responsible for the
nomination for Board approval of
candidates for Board appointment.
Remuneration committee
The Remuneration Committee comprises
Struan Robertson, Frances Heaton and
James Morley, all Non-Executive Directors.
Struan Robertson is Chairman. Roger
Umney was Chairman until his resignation.
Paul Marsh was a member until his
resignation. The Committee is also
attended by the Chairman, Chief Executive
and Human Resources Director, except
when their own remuneration is under
consideration. The Committee meets at
least twice a year. The Committee reviews
the Groups policy on the Executive
Directors remuneration and terms of
employment and makes recommendations
upon this to the Board. It also assists in
the formulation of remuneration for other
senior Managers. The Remuneration
report is shown on pages 25 to 32 and
includes information on the Directors
service contracts.
Directors remuneration
The Remuneration report on pages 25
to 32 includes details of the remuneration
policy and of the remuneration of the
Directors.
Internal control
The Directors are responsible for the
Groups system of internal financial and
operating controls which are designed
to meet the Groups particular needs
and aim to safeguard the Groups assets
and ensure proper accounting records
are maintained and that the financial
information used within the business
and for publication is reliable. Any
system of internal control can only
provide reasonable, but not absolute,
assurance against material
misstatement and loss.
In 2000, the Group commenced a major
initiative to replace the core Finance
and Human Resources systems for its
UK operations and to establish a new
Shared Services Facility (SSF) at
Worcester. These new core systems and
the SSF became operational in January
2002. The Board recognised the risks
associated with the changes and prior
to implementation put in place further
review processes. Additional short-term
debt facilities were obtained from the
Groups lending banks to allow for the
expected increase in working capital.
The introduction of these new systems,

in particular the SSF, proved substantially
more problematic and disruptive than
expected. These problems impacted, in
particular, the Groups cash flow. The
Board and management recognised the
severity of the problems and a team
was set-up to address and monitor the
various issues arising. The results of this
teams work were regularly reported to
the Board, and when the underlying
nature of some of the issues became
clear the Board took immediate action
and advised shareholders.
The problems with the new systems that
had a material affect upon the financial
results have now been identified and
addressed. Remedial action is being
pursued on the outstanding issues.
Key features of the system of internal
control are as follows:
Group organisation and culture
By its statements and actions the Board
emphasises a culture of integrity,
competence, fairness and responsibility.
The Board focuses mainly on strategic
issues, senior management and
financial performance. The Group
Executive concentrates on operational
performance, operational decision
making and the formulation of strategic
proposals to the Board. The Managing
Directors of the Business Units manage
their businesses with the support of
senior managers whose appointment
requires endorsement by the Group
Executive. The Board determines how
the Group Executive and the individual
businesses operate within a framework
of delegated authorities and reserved
powers which seeks to ensure that
certain transactions, significant in terms
of their size or type, are undertaken
only after high level review.
Financial reporting
Annual budgets for individual
businesses and the Group are prepared
and approved by the Board. The
financial performance of individual
businesses is reported regularly and
compared to annual budgets. The
Group reports to shareholders on
a half-yearly basis. Forecasts for the
Group are prepared and reviewed by
the Board regularly. However, the
difficulties encountered with the new
systems meant that for the first part
of the year reliable forecasts for the
Group were not available.
Individual business controls
Individual businesses complete an
annual self-certification statement.
Responsible managers personally
confirm the adequacy of their systems
of internal control and their compliance
with Group policies. The statement
also requires the reporting of any
significant control issues that have
emerged so that areas of Group
concern may be identified, addressed
and experience shared. Apart from the
issues raised by the implementation of
the new systems referred to above, no
significant control issues were identified
as at 31 March 2003.
Project and contract control
Procedures seek to ensure that risks are
identified through the lifecycle from
bidding to completion. Regular review
procedures are in place to ensure that
issues are appropriately reported to the
Board. Commercial procedures have
been strengthened during the year by
the adoption of a Commercial Risk &
Audit Framework which requires peer
review to be carried out for all
significant bids and opportunities, or
where significant investment decisions
have to be taken.
Functional speciality reporting
The Board assesses the risks facing the
business on an ongoing basis and
has identified a number of key areas
which are subject to regular reporting
to the Board such as Environment,
Health & Safety, Human Resources,
Insurance, PFI/PPP investments and
Treasury.

21
Corporate governance report continued

Risk management review
The Board assesses risk management
throughout the Group, aided by the
Group Risk Committee and detailed
reviews of internal controls and risk
management. A new Group Risk
Management Framework has been
implemented that requires businesses
formally to record all significant risks
facing each business unit. A summary
of the key risks facing the Group is
reviewed regularly by the Board.
Internal Audit
The Internal Audit function within the
Group is required to undertake a
programme to address internal control
and risk management processes with
particular reference to the Turnbull
report. Its conclusions are advised to
the relevant level of management and
the function has a direct reporting
responsibility to the Audit Committee
acting on behalf of the Board. During
the first part of the year, the Internal
Audit function was used substantially
to support the Groups new financial
reporting processes.
The Board confirms that there is a
continuing process for identifying,
evaluating and managing the risks faced
by the Group and that the process
has been in place for the year under
review and remains current. A full
review of the internal control and
risk management framework was
undertaken during the year and
a number of steps taken to re-inforce
it, as detailed above.
The Audit Committee has reviewed
the operation and effectiveness of the
framework, which operated during the
period covered by the Directors report
and Financial statements, up to and
including the date of approval by
the Board.
Relations with shareholders

Communication with all shareholders is
given a high priority. The Annual Report
and Interim Reports are sent to all
shareholders and all shareholders are
invited to the Companys Annual General
Meeting, which is attended by the
full Board.
The Group also has a website
(www.atkinsglobal.com) that contains
information on its activities, including
recordings of the Annual and Interim
results presentations to City analysts and
institutional investors.
The Board welcomes the views of all
shareholders. The Group has an on-going
programme of dialogue and meetings
between the Directors and its major
institutional shareholders, where a wide
range of relevant issues including strategy,
performance, management and Corporate
Governance are discussed.
The Annual Report is designed to present
a balanced and understandable view of
the Groups activities and prospects. The
Chairmans statement, Operating review
and Financial review on pages 4 to 15
provide an assessment of the Groups
affairs and position and will be supported
by a presentation to be made at the
Annual General Meeting.
Compliance with the
Combined Code
The Company has complied throughout
the year with the provisions stated in
Section 1 of the Combined Code except
from 1 October 2002 when the roles of
Chairman and Chief Executive were
temporarily combined as an interim
measure pending the appointment of the
new Chief Executive on 1 October 2003.
Approved by the Board of Directors and
signed on its behalf
Amanda Massie
Company Secretary
26 June 2003
22

Corporate social responsibility report

Introduction
The Group aims to demonstrate a high
standard of corporate social responsibility
(CSR) based on the implementation of
sound policies and good practice.
The Groups Safety, Health and
Environment Advisory Committee (SHEAC)
was formed last year to address CSR issues
and to make recommendations to the
Board regarding the Group, its staff,
customers and stakeholders. The
Committee, which reports to the Board
on a quarterly basis, is chaired by the
Managing Director of Rail and includes
senior managers from each of the Groups
business units. Two external advisors
have also been appointed to provide
the Committee with independent
strategic advice.
The Quality, Safety & Environment (QSE)
Managers Forum, formed in December
2002, reviews operational health & safety
and environmental performance across the
Group and makes recommendations to
the SHEAC as part of the continuous
improvement process.
During the year, the Highways and

Transportation business achieved
certification for Occupational Health and
Safety Assessment Series (OHSAS) 18001.
WS Atkins Rail Limited is the first rail
company to have its Railway Safety Case
approved by the HSE for possession
only work.
Environment
The Group continues to consider the
impact of its business activities on the
environment and has taken steps to
improve its performance during the year,
including:
conducting a review of the
environmental impact of the Groups
business support activities, including
assessing business travel in the Groups
UK businesses, and monitoring gas,
electricity and water consumption, waste
generation and recycling;
reviewing the Groups Environmental
Policy Statement, which sets the
standard for those undertaking duties
on behalf of the Group;
During 2004 the Group aims to further

integrate overall QSE strategy further
and to produce an integrated Group QSE
policy manual.
implementing a Group-wide
environmental management framework
to provide all businesses with clear
guidance and protocols; and
Health & Safety

The Group is committed to creating and
maintaining a culture which provides a
safe working environment for employees.
The Groups Health and Safety Policy is
published on the intranet.
producing a corporate Environmental

Report, which is published on our
website (www.atkinsglobal.com). It is
intended to update this report annually.
The Chief Executive is responsible for

health and safety matters at Board level
and reports on these monthly. The Board
also receives an annual update on health
and safety legislation and best practice.
Each business unit has a nominated QSE
co-ordinator.
The Groups safety record has been
significantly better than the national
average and this achievement was
recognised by the award of the Royal
Society for the Prevention of Accidents
Order of Distinction to our Asset
Management business. The Groups
Accident Incidence Rate (AIR) for 2003
was 280 (2002: 276), well below the
Health Safety Executives (HSE) AIR target
for industry generally (631) and the service
industry specifically (478).
In the coming year, the Group will

benchmark the energy efficiency of key
areas of its facilities and set realistic targets
for improvement.
The Chief Executive is responsible for
environmental matters at Board level and
reports on these monthly.
The Ethical Investment Research and
Information Services (EIRIS) and Business
in the Environment (BiE) have included
the Group in their surveys. The Groups
index score in BiE Index of Corporate
Environmental Engagement rose during
the year to 56% (2002: 39%).

Environmental Management
Systems (EMS)
This year the Group implemented
environmental management systems and
procedures which provide the business
with clear guidance and protocols.
During the year, both Rail and Environment
and Sustainable Solutions (part of Design,
Environment and Engineering) were
awarded the internationally recognised
BS EN ISO 14001 and the Highways and
Transportation business successfully
achieved this certification for all products,
activities and services. Further business
units are currently pursuing certification
and the aim is to have approximately 50%
of UK operations covered by EMS and
certified to ISO 14001 by December 2004.
Environmental awareness,
communications and training
The Group has developed training courses
(externally certified by the Institute of
Environmental Management &
Assessment) covering environmental
auditing and EMS implementation,
together with an in-house environmental
handbook available to all staff working or
visiting our project sites.
Incidents and prosecutions
The Group had no prosecutions relating
to environmental incidents in the last year
although there were a number of incidents
where the Environment Agency was
involved and summarily investigated the
occurrence. None of these investigations
led to a formal indication of the Group
being at fault.
Quality assurance
Effective quality management continues
to be crucial in sustaining a competitive
advantage through the high standard of
our work. The Group continues to
maintain its existing registrations of quality
system approval satisfactorily. Approval
to ISO 9001: 2000 has been the focus of
attention, recognising that all approvals
to the 1994 version of the Quality System
Standard will no longer be valid after
December 2003. A number of units have
already achieved approval to the new
Standard. The remaining businesses are
actively implementing management
programmes to ensure that approval is
achieved before the deadline.
23
Corporate social responsibility report continued

People
Atkins is a people-based business which
prospers to the extent that it is able to
harness, develop and deploy the energies
and skills of its employees. Human
resources (HR) objectives are therefore
linked closely to wider business objectives
and are to:
recruit and retain staff with the best skills
available across the markets in which the
Group operates;
provide a working environment within
which the skills of our employees can
be used effectively, promoting resource
sharing and skills transfer across the
Group;
invest in the development of our
employees to meet the growing needs of
the Group and its customers for a wide
range of management, professional and
technical skills;
reward staff on the basis of performance
and provide an opportunity for them to
become and remain shareholders in the
Group;
strive to remain an employer of choice,
particularly for graduate recruits; and
deal with all staff equitably as well as
managing the employment liabilities
of the Group.
The Human Resources Director has
responsibility for HR issues within the
Group and reports to the Chief Executive,
who is responsible for HR issues at
Board level.
Resourcing
The Group continues to be a major
recruiter of talent across the sectors in
which it operates. During 2003, over
2,000 staff joined the Group. The Group
continues to invest in its recruitment
processes to ensure selection of staff with
the right competence and experience to
meet the changing needs of the Group
and its customers.
Employee development
The Group has made a significant
investment in management development
and training in recent years in order to
ensure that we are able to meet the
majority of our management needs from
within the Group. Structured management
and senior management development
programmes operate across the Group.
These have proved extremely effective
both in identifying and developing
a substantial population of capable
managers and in significantly improving
retention rates. Development of skills for
line managers is a key target for 2004.
Reward
Whilst remuneration practices vary across
the Group, in line with good practice for
each of the markets within which the
Group operates, overall objectives are to:
A structured development programme is in

place for graduates, accredited by a wide
range of professional institutions including
all the major engineering institutions. All
staff have access to a portfolio of in-house
professional and technical training courses
covering areas such as health and safety,
project management, commercial skills,
communication and interpersonal skills
and specific job related training. The use
of personal development plans (appraisals)
is promoted across the Group in order
to improve objective setting and
performance management and to support
continuous professional development.
Remuneration policy and practice are kept

under regular review.
Working environment
The Group regularly seeks the views of
employees on a range of issues affecting
their employment. A confidential survey
is conducted regularly covering all UK
based staff. This is used to identify areas
where more needs to be done to engage
and motivate our employees. Overseas
businesses typically conduct similar
surveys locally.
The survey covers a range of issues
including communication, training and
development, effective use of skills and
resources across the Group. The results
are collected and presented to allow
comparison of performance internally
between business units and externally
against other leading employers. The
findings are then used to help to set
corporate and individual objectives for
the year ahead.
Each year the Group recruits in excess

of 250 graduates from UK universities.
An increasing number of candidates
investigate career opportunities and
make their initial applications on-line via
www.whyatkins.com.
24

pay competitive salaries to recruit and

retain staff with the right skills and
experience;
reward individuals on the basis of
performance; and
provide a range of employee benefits
appropriate to each market.
Equal opportunities
The Group is committed to the fair and
equitable treatment of all its employees
irrespective of gender, race, disability or
sexual orientation. Policies have been
implemented across the Group to ensure
that this commitment is fulfilled.
The Groups policy and practice is to
encourage the recruitment and
subsequent training, career development
and promotion of disabled people on the
basis of their aptitude and abilities, and the
retention and re-training of employees
who become disabled.
In South Africa, the Group is a 38.25%
shareholder in TFMC (Proprietary) Ltd, a
company established to provide asset
management services to South Africa
Telkom. The company has made significant
commitments to employment equity in
general and to black economic
empowerment. These include specific
targets in relation to achieving 50%
representation of previously disadvantaged
individuals in management positions
within two years and similarly to exceeding
50% of its bulk supply chain spend
with qualifying enterprises in the same
time frame.
Employment liabilities
The employment liabilities of the Group
are kept under careful review and action
is taken to contain these liabilities where
appropriate. These include pension fund
liabilities and liabilities arising as a result
of staff joining the Group on contracts
where TUPE has applied.
Remuneration report
Introduction
The Remuneration report has been
prepared in accordance with the Directors
Remuneration Regulations 2002 (the
Regulations) and Schedule B of the
Combined Code. As required by the
Regulations, a resolution to approve the
report will be proposed at the Annual
General Meeting (AGM) at which the
financial statements of the Group will
be presented for approval.
Remuneration policy
The objectives of the Groups
remuneration policy are to attract, retain
and incentivise management with
appropriate professional, managerial and
technological expertise to realise the
Groups business objectives, and to align
their interests with those of shareholders.
This is achieved through maintaining
an appropriate balance between basic
salaries, bonuses and shares.
Remuneration committee
The Remuneration Committee comprises
Struan Robertson, Frances Heaton and
James Morley, all Non-Executive Directors.
Struan Robertson is Chairman. Roger
Umney was Chairman until his resignation.
Paul Marsh was a member until
his resignation.
During the year the Committee reviewed

overall levels of remuneration and the
balance between these elements to ensure
that packages remained competitive and
in the best interests of the Group. This
exercise was supported by New Bridge
Street Consultants who undertook a
review of remuneration levels and
structures across a comparator group of
businesses. These were selected having
regard to the size of the Group, the
business sectors in which it operates, its
diversity and geographical spread.
The Remuneration Committees purpose

is to review, on behalf of the Board,
the remuneration policy for Executive
Directors and to determine the level of
remuneration, incentives and other
benefits, compensation payments and
terms of employment of each Executive
Director. It also seeks to provide
a remuneration package that aligns the
interests of Executive Directors with those
of the shareholders. The Remuneration
Committee also reviews the salaries and
benefits for senior staff reporting to the
Chief Executive.
The remuneration packages agreed by the

Committee for the Executive Directors
contain the following elements:
basic salary;
performance bonus payable for the
achievement of in-year targets;
longer term share incentives; and
The Committee has appointed New Bridge

Street Consultants to provide external
independent advice to the Committee
on remuneration policy and practice for
Directors and Senior Executives, and to
assist the Committee in the development
of short and long term incentive schemes.
Clifford Chance LLP has provided legal
advice on the incentive schemes.
The Committee meets at least twice a year.
For the year ended 31 March 2003 the
Committee met eight times. The Chief
Executive and Human Resources Director
attend the meetings by invitation and are
consulted about the Committees proposals,
except when their own remuneration
is under consideration. The Company
Secretary also attends the meetings and
provides advice where required.
pension and other benefits.

Basic salary
The Committee establishes salaries by
reference to those prevailing in the
employment market generally for
Executive Directors of comparable status,
taking into account the size and range of
responsibilities held by different executives.
Basic salaries are set at a level which
corresponds broadly with the median
salaries for executives in comparable
businesses. Salaries are normally
reviewed annually.

Remuneration report
Other benefits for Executive Directors

include a car and payment of its operating
expenses and fuel, life assurance and
entitlement to a non-contributory private
health care scheme.
Bonus and long term incentive plans
provide executives with the opportunity to
increase overall remuneration levels to the
upper quartile for comparable businesses
but only following the achievement of
demanding performance targets.
Performance bonus
Executive Directors are eligible to receive
up to 60% of their salary as a bonus for
the achievement of financial year Group
performance and personal targets. In
exceptional circumstances, the
Remuneration Committee may resolve to
award bonuses up to 80% of salary. The
targets against which bonuses are paid
are reviewed annually.
Key senior managers are also eligible to
receive a bonus for the achievement of
Group, divisional and individual
performance targets. They are offered the
opportunity to invest in the Group by
taking part or all of their bonus in the form
of a right to acquire ordinary shares under
the Deferred Bonus Plan. This is designed
to promote the retention of senior staff.
Bonus awards are non-pensionable and
non-contractual.
Long term share incentives
Various long term incentive plans are in
place with the objective of aligning the
interests of participants and shareholders
in generating satisfactory business
performance and investment return. The
Committee commissioned a review of
these plans by New Bridge Street
Consultants, with the objective of
simplifying the current arrangements and
updating performance conditions.
The review recommended retention of the
existing bonus arrangements summarised
above and modifications to the WS Atkins
1997 Senior Executive Long Term Incentive
Plan (Senior Executive Plan II) in line with
current best practice. It is proposed that
these changes will apply for all awards
made subsequent to the Companys AGM
on 16 September 2003. Awards prior to
that date will be subject to the existing rules.
25
Remuneration report continued

At the forthcoming AGM it will be
recommended to shareholders that the
rules of the Senior Executive Plan II be
amended. The proposed amendments
include the following:
The Executive Directors and other key

senior managers will continue to
participate in this plan. It is also intended
to broaden the plan to key staff below
senior manager level.
The performance conditions will be

based on total shareholder return (TSR),
with an earnings per share (EPS) underpin.
Subject to approval of these changes by

shareholders, the main plans which the
Company will operate will be the Senior
Executive Plan II and the Deferred Bonus
Plan, both of which will be used to reward
and incentivise Executive Directors and
key senior managers. The EPPs will
be discontinued.
Full vesting of any award will take place

for a top 20% ranking against a group
of comparator companies, 30% for a
median ranking, with no award if TSR
falls below the median.
Summary of existing share plans

The EPS underpin is proposed as Retail
Price Index (RPI) plus 2% per annum.
This combination is designed to reward
management performance in delivering
both absolute growth and relative
performance against similar companies.
The Remuneration Committee will
choose appropriate comparator
companies for each years grant. The
proposed comparator companies for the
grant after the AGM will include AEA
Technology plc, Amec plc, WS Atkins plc,
Balfour Beatty plc, Capita plc, Carillion plc,
Interserve plc, Jarvis plc, Kier plc, McAlpine
plc, Mowlem plc and Serco plc (with a
discretion for the Remuneration
Committee to add or remove companies
to take account of change in
circumstances). The Remuneration
Committee considers that the comparator
group should comprise up to 16
companies and will seek to add further
companies in due course as appropriate.
Change of control will only result in
vesting pro-rata to the extent to which
the above TSR performance condition
has been met at that date of change
of control.
In addition to the use of existing shares,
awards will also be capable of being
satisfied using new issue shares.
Full details of the proposed changes are
set out in the Notice of the AGM.
WS Atkins 1997 Senior Executive Long

Term Incentive Plan (Senior Executive
Plan II)
The Senior Executive Plan II was established
to provide a continuing incentive for
Executive Directors and senior managers.
As explained above, there will be a
recommendation at the forthcoming
AGM to amend the rules of the Plan for
future awards.
Participants may receive the right to acquire
shares held in the Employee Benefit Trusts
(EBTs), such right to become exercisable
three years from the date of grant of the
award and subject to the attainment of
challenging performance conditions.
For awards granted after the AGM, if the
resolution to amend the rules is passed,
the performance conditions will be based
on TSR with an EPS underpin.
For awards granted prior to the AGM, if
the increase in earnings per ordinary share
is more than 12% points per annum
above the UK RPI in the relevant three year
performance period then all of the
ordinary shares can be acquired, but if the
earnings per ordinary share growth is less
than 5% points per annum above the UK
RPI then none of the ordinary shares can
be acquired. A sliding scale in relation to
the number of ordinary shares that may be
acquired operates for growth in earnings
per ordinary share between 5% and 12%
points above the UK RPI.
It is proposed that the performance period

will commence from 1 April 2004 in
respect of awards made following the
2003 AGM.
26

Remuneration report
No awards were made during the financial

year ended 31 March 2003. It is intended
to make awards to Executive Directors
shortly after the announcement of the
preliminary results for the year ended
31 March 2003 under the existing rules
with the three year performance period
commencing 1 April 2003. It is proposed
to make awards following the AGM to
Executive Directors and key senior
managers under the new rules with the
three year performance period starting
1 April 2004.
Deferred Bonus Plan
The Deferred Bonus Plan was established
to provide an opportunity for key senior
managers to invest in the Company by
taking part or all of their bonus in the form
of a right to acquire ordinary shares which
vest three years from the date of grant.
Executive Directors are not currently
eligible to participate in the plan, however
it is proposed to recommend to
shareholders at the forthcoming AGM that
the rules of the Plan be amended so as to
allow the Executive Directors to participate.
Equity Participation Plans (EPPs)
There are two plans by which bonuses
may be converted to shares in both current
and future financial years. Each plan has
a different tax treatment and it is for the
individual to choose which EPP is preferred.
Both were designed to encourage
participants to invest in the Group by
taking all or part of their bonus in the form
of ordinary shares or a right to acquire
ordinary shares, which if retained for a
three year period, will give managers a
right to obtain a matching number of
ordinary shares, currently held by the EBTs.
The right to the matching ordinary shares

is subject to performance conditions similar
to those in the Senior Executive Plan II.
A sliding scale operates for growth in

earnings per ordinary share between 2%
and 6% points above the UK RPI.
One award was made under the terms of

this Plan during the financial year ended
31 March 2003 to Robin Southwell, the
matching element of which lapsed on
his resignation. Details can be found on
page 32. It is intended to make awards
to Stephen Billingham and to key senior
managers shortly after the announcement
of the preliminary results for the year
ended 31 March 2003 under the existing
rules with the three year performance
period commencing 1 April 2003. These
awards will be made in recognition of
exceptional performance by a group of
key executives and for the achievement of
demanding recovery targets during 2003.
However, beyond 2003, it is not intended
to make any further awards under these
Plans, subject to shareholder approval
of the proposed amendments to the
Deferred Bonus Plan.
Geared Option Scheme (GOS)

The Geared Option Scheme (formerly
called the WS Atkins 2000 Key Employee
Incentive Plan), which was approved
by shareholders in August 2000 was
amended by the Remuneration
Committee in September 2001, July 2002
and January 2003. The approved plan,
utilising an investment company, was
replaced by an option arrangement
following negotiations with the Inland
Revenue and the arrangement preserves
the commercial aspects of the GOS.
WS Atkins 1997 Executive Long Term

Incentive Plan (Executive Plan III)
The Executive Plan III was established to
provide a continuing incentive to selected
key staff below senior manager level not
participating in the Senior Executive Plan II.
It is intended that, conditional upon the
resolution to amend the rules of the Senior
Executive Plan II being passed at the
forthcoming AGM, any future long term
incentive awards to key staff below senior
manager level will be made under Senior
Executive Plan II, and accordingly no
further awards will be made under the
Executive Plan III.
The maximum amount which a participant

may invest in the plan was 100% of
basic salary (excluding benefits in kind)
expressed as an annual rate payable on the
date he was invited to participate in the
plan. The funds were used to buy shares
which were deposited with the Trustee
of an EBT (deposited shares).
A participant is granted an award
(a Matching Award) which is an option
to acquire shares worth a multiple of the
amount invested in the plan. The multiple
is decided by the Trustee prior to the grant
and being not more than ten and not less
than four. The exercise price is determined
by the price paid by the Trustee to
purchase the shares on the London Stock
Exchange. The Matching Award becomes
exercisable in tranches of 20%, 30% and
50% after 3, 4 and 5 years respectively.
The shares which a participant has

deposited with the Trustee are at risk, since
if the Matching Award lapses unexercised
(on the earliest of the participant leaving
employment, 10 years after grant or the
participant seeking to withdraw his
deposited shares), the participant has
agreed to give some or all of these shares
to the Trustee to the extent that the
Trustee makes a loss from holding the
shares subject to the Matching Award
(taking into account interest costs and
dividends). Accordingly, if the share price
declines, or fails to increase by more than
the cost of borrowing less dividends, the
participant may lose some or all of the
shares he has deposited.
No awards were made during the financial
year ended 31 March 2003 and it is not
intended to make any further awards
under this plan.
All-employee share plans
All employees and the Executive Directors
are eligible to participate in the Inland
Revenue approved UK Sharesave Scheme.
It is not intended to grant options under
this scheme during the financial year
ended 31 March 2004.
An International Sharesave Scheme for
non-UK resident employees is operated
in some territories. An Employees Stock
Purchase Plan is operated in the US. It is
not intended to grant options under these
schemes during the financial year ended
31 March 2004.
Approval for a Share Incentive Plan was
given by shareholders on 8 August 2000
and by the Inland Revenue on 6 April
2002. No grants were made during the
financial year ended 31 March 2003. It is
not intended to grant any awards under
this plan during the financial year ended
31 March 2004.
Participants in the Executive Plan III may

receive the right to acquire shares currently
held in the EBTs to be exercisable in three
years from the date of grant. If the increase
in earnings per ordinary share is more than
6% points per annum above the UK RPI in
the three year performance period, then all
of the ordinary shares can be acquired, but
if the earnings per ordinary share growth is
less than 2% points per annum above the
UK RPI then none of the ordinary shares
can be acquired.

Remuneration report
27

Performance graph
In accordance with the Directors
Remuneration Report Regulations 2002
the following performance graph
compares the Groups total shareholder
return (TSR) compared with the
performance of the FTSE 250 Index
excluding investment trusts over the past
five years. This is considered the most
appropriate index against which to
measure performance as the Company
was a member of the FTSE 250 for the
majority of the five year period.
Value of 100 holding (s)
200
150
100
50
0
1998
1999
2000
2001
2002
2003
Retirement benefits
Pension and life assurance benefits
provided to the Executive Directors are
comparable to those provided by other
companies. The pension arrangement
provided by Atkins is called the WS Atkins
Staff Retirement Benefits Plan (the Plan)
which is approved by the Inland Revenue.
The Plan is administered by a board of
Trustees. The Executive Directors hold
benefits in the defined benefit section of
the Plan, which provides a 40ths accrual
rate and a normal retirement age of 60.
In addition to his normal benefits under
the Plan, Ric Piper who resigned from
the Board on 1 October 2002 had an
additional unfunded pension promise with
benefits being paid under the Plan. Robin
Southwell, who left on 30 September
2002, had funded personal pension
arrangements.
Year ended 31 March
WS Atkins plc
FTSE 250 excluding investment trusts
TSR is defined as the return shareholders

would receive if they held a notional
number of shares and received dividends
on those shares over a period of time.
Assuming that the dividends are
re-invested into the Groups shares, it
measures the percentage growth in the
Groups share price together with the value
of any dividends paid.
As from 1 April 2003, the pension benefits

in respect of Michael Jeffries will be
provided under an Executive Pension Plan
on a defined contribution basis.
Executives Directors contracts
Executive Directors Service Agreements
will terminate when the Director reaches
the age of 60 and are otherwise
terminable on giving 12 months notice.
Copies of each Directors Service
Agreement will be available for inspection
prior to and during the AGM.
The current service contracts do not
provide for predetermined amounts of
compensation in the event of early
termination of the service contracts.
However, the Group is reviewing service
contracts for Executive Directors and other
key managers to identify changes which
may be appropriate in the light of current
best practice.
28

Remuneration report
Non-Executive Directors
The Non-Executive Directors of the Group
have letters of appointment stating their
annual fee, and that their appointment
may be terminated with six months
written notice. The remuneration of the
Non-Executive Directors is determined by
the Board within the limits set out in the
Articles of Association and on the basis of
independent advice and the level of fees
paid to Non-Executive Directors of
comparator companies. The annual fees
are specific to each Director reflecting their
individual commitments to the Board and
various Board committees. Non-Executive
Directors are not eligible for pensions,
share incentives, annual bonus or any
similar payments other than out-of-pocket
expenses in connection with the
performance of their duties. Each NonExecutive Director withdraws from the
Remuneration Committee in respect of
matters relating to their own position.
Emoluments
The aggregate emoluments in respect of their roles as Directors, excluding pensions, of the Directors of the Company who served during
the year were as follows:
Salary/
fees
000
2003
2002
Bonus and
profit share(9)
000
2003
2002
Executive Directors
Stephen Billingham(1)
Michael Jeffries
Ric Piper(2)
Robin Southwell(3)
113
238
126
175
121
217
333
2
251
25(7)
6(7)
32(7)
6
18
12
31
14
15
28
400(8)
140(12)
Total Executive Directors
652
671
278
38
67
57
400
140
Frances Heaton
Christopher Kemball(4)
Paul Marsh(5)
James Morley
Struan Robertson
Roger Umney(6)
36
25
20
28
31
19
35
26
26
30
2(13)
38
25
20
28
31
19
35
26
26
30
Total Non-Executive Directors
159
117
161
117
Aggregate emoluments
(excluding pensions)(11)
811
788
278
38
69
57
400
140
15 1,698
898
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
Other
benefits(10)
000
2003
2002
Other
payments
000
2003
2002
Non-cash
emoluments
000
2003
2002
Total(11)
2003
2002
261
507
163
606
141
264
376
15 1,537
781
15(14)
Stephen Billingham was appointed a Director on 1 October 2002.

Ric Piper resigned as a Director on 1 October 2002.
Robin Southwell resigned as a Director on 30 September 2002.
Christopher Kemball was appointed a Director on 14 May 2002.
Paul Marsh was appointed a Director on 14 May 2002 and resigned as a Director on 10 April 2003.
Roger Umney resigned as a Director on 1 October 2002.
Includes a benefit due to the Director following the exercise of options under the Equity Participation Plan or Long Term Incentive Plan equivalent
to the amount of dividends paid per share in the financial years up to the exercise date.
Robin Southwells employment terminated on 30 September 2002 and he was paid compensation for loss of office of 399,810. In addition
a contribution of 76,000 was made to the defined contributions pension arrangement in which Robin Southwell participated (although this
contribution included approximately 23,000 reflecting a shortfall of pension contributions during his employment). The compensation payments
reflected Robin Southwells contractual entitlement to a payment equal to the value of 12 months salary, pension contributions and other contractual
benefits. In addition, he was paid 18,750 in respect of legal fees and outplacement support.
Bonus and profit share refers to amounts payable in cash.
Benefits include such items as company cars, fuel and medical insurance.
Total excludes pension contributions, which are detailed below.
Stephen Billingham has elected to take his bonus in the form of a right to acquire shares under the Pre-Tax Equity Participation Plan. An award of shares
to an aggregate value of 140,000 will be granted on 30 June 2003 based on the closing mid-market price on 27 June 2003. This translates into
a bonus option of 49,382 shares with a Matching Award of 49,382 shares subject to the terms of the EPP.
Other benefits relate to re-imbursement of business expenses.
Robin Southwell elected to take his bonus in the form of a right to acquire shares under the Pre-Tax Equity Participation Plan.

Remuneration report
29

Retirement benefits
In the event of death whilst in employment, a capital sum equal to four times pensionable salary is payable together with a spouses
pension of 50% of the members accrued plus future prospective service to age 60 limited to a maximum of 10 years if joined the pension
plan after 31 March 1997, and childrens allowances. For death in retirement, a spouses pension of 50% of the members
pre-commutation pension is payable. In the event of death after leaving service but prior to commencement of pension, a spouses
pension of 50% of the accrued pension is payable. In the event of early retirement through ill health, protection is at the discretion of the
Trustees. Early retirement at the members choice is possible from the age of 50, subject to actuarial reduction of the pension payable.
Post-retirement pensions are subject to increases of 5% per annum on all service to 31 March 2001 for members who joined the pension
plan before 31 March 1996. From 1 April 2001 pension increases will be the same as for members who joined after 31 March 1996, that
is, increases in the RPI subject to a maximum of 5% per annum.
The amounts below show the pension entitlement that would be paid annually on retirement based on service to the end of the year.
Age at
31.03.03
Stephen Billingham
Michael Jeffries(1)
Ric Piper(2)
Robin Southwell(6)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
44
58
50
43
Accrued
Accrued
Benefit
entitlement entitlement
during
Years of at year end at year end the year
(7)
(7)
31.3.02 31.3.03(5)
service at
31.3.03
31.3.03
000 p.a.
000 p.a.
000
2
27
9
1
6
196
22
3
183
20
3
8
1
Accrued
transfer
value at
year end
31.3.03(8)
000
22
3,851
219
Increase in
accrued
transfer Accrued
value transfer
Member
net of value at
contributions
member year end
during year(3)contributions(8)31.03.02(8)
000
000
000
5
4
3
(3)
20
493 3,354
(29)
245
The pension for Michael Jeffries is based on two-thirds of final gross pensionable salary at age 60.
Ric Piper has an unfunded pension promise (not included in the above table) to provide comparable benefits to other Executive Directors who joined
before 31 May 1989. Actuarial calculations are re-stated on a market value basis to show an accumulated value of 244,220 (2002: 411,000).
Contributions were paid in the year by the Directors participating in the Scheme at 3% of net pensionable salary in accordance with the terms
of the Scheme.
Members of the Scheme have the option to pay additional voluntary contributions. Neither the additional voluntary contributions nor the resulting
benefits are included in the above table.
The increase in accrued benefits excludes inflation in year.
As described on page 29, as part of the arrangements agreed in connection with the termination of his employment, the sum of 76,000 was paid
into the defined contribution scheme in respect of Robin Southwell (2002: 66,000). The 76,000 includes a payment of 23,000 reflecting a shortfall
of pension contributions during his employment.
The accrued entitlement is the pension the Director had earned up to the end of the year.
All transfer values have been calculated on the basis of actuarial advice in accordance with the Actuarial Guidance Note GN11. The accrued transfer
values represent the value of assets that the pension scheme would need to transfer to another pension provider on transferring the Schemes liability
in respect of the Directors pension benefits earned in respect of qualifying services. They do not represent sums payable to individual Directors and
therefore cannot be added meaningfully to annual remuneration. The increase in transfer values less member contributions is the increase in transfer
value of the accrued benefits in respect of qualifying services during the year after deducting the Directors personal contributions to the Scheme.
30

Remuneration report
Directors interests
The beneficial interest of the Directors and their families in the ordinary shares of 0.5p each in the Company at 31 March 2003 were
as follows:
At 31.03.03 or
date of termination
Executive Directors
Stephen Billingham
Michael Jeffries
Ric Piper
Robin Southwell
Frances Heaton
Christopher Kemball
Paul Marsh
James Morley
Struan Robertson
Roger Umney
Total
(1)
(2)
At 31.03.02 or
date of appointment
623,604
294,600
48,321(2)
622,944
326,264(1)
48,321(2)
966,525
997,529
45,300
1,557
1,250
984
32,500
45,300
1,250
984
29,000
81,591
76,534
1,048,116
1,074,063
31,664 shares were held on behalf of Ric Piper as deposited shares under the Geared Option Scheme (formerly the WS Atkins 2000 Key Employee
Incentive Plan). These shares were forfeited on 1 October 2002 when Ric Piper resigned. His award in respect of Matching Shares under the Scheme
lapsed on the date of termination of his employment.
Prior to the termination of his employment on 30 September 2002, Robin Southwell had made a personal investment of 48,321 ordinary shares in the
acquisition of deposited shares under the Geared Option Scheme. The rules of the Scheme have been adjusted to provide that those deposited shares
were not automatically forfeited on termination of his employment, but continue to be held on his behalf by the Scheme Trustee as if he had remained
in employment. The deposited shares are still subject to risk of forfeiture but can be released in full to the extent that no loss is suffered in respect of
shares purchased as Matching Shares. If the value of the deposited shares after compensating for any loss in Matching Shares recovers to the sum
originally invested, the deposited shares will be released automatically so that he receives back no more in value than the amount originally invested
by him. His award in respect of Matching Shares under the Plan lapsed on the date of termination of his employment.
As at 31 March 2003, each of the Directors was deemed to be interested as a potential beneficiary under the Employee Benefit Trusts
in 6,597,037 ordinary shares of 0.5pence each (2002: 6,716,682). Details of the Directors personal interests in the EBTs are given on page 32.

Remuneration report
31

Share options and long term incentives
Name
Scheme
Name (4)
No of shares
under option
at 01.04.02
Award
or date of
date appointment Granted
Stephen
Billingham(5) EPP Bonus
18/7/01
EPP Matching*
18/7/01
Senior Executive Plan II* 18/7/01
SAYE
06/7/01
SAYE
22/8/02
Total
Michael
Jeffries(5)
EPP Bonus
18/7/01
EPP Matching*
18/7/01
Total
Ric Piper
EPP Bonus
11/1/00
EPP Matching*
11/1/00
EPP Bonus
20/7/00
EPP Matching*
20/7/00
EPP Bonus
18/7/01
EPP Matching*
18/7/01
SAYE
16/7/99
SAYE
07/7/00
SAYE
06/7/01
GOS)(3)
28/9/01
Total
Robin
Southwell EPP Bonus
09/8/02
EPP Matching
09/8/02
SAYE
22/8/02
GOS(3)
28/9/01
Total
Aggregate gains on share options 2003
Aggregate gains on share options 2002
788
788
12,012
186
13,774
161
161
8,258
8,258
53,932
70,448
12,400
12,400
5,159
5,159
6,006
6,006
47,808
25,825
456
239
186
316,642
438,286
Option
Price
Market
price on
exercise
Mid
Market
price at
date of
grant
788
788
12,012
186
161
13,935
0.0p
0.0p
0.0p
666.0p
259.2p
782.5p
782.5p
782.5p
807.5p
287.5p
18/7/04
18/7/04
18/7/04
01/9/04
1/11/05
18/7/08
18/7/08
18/7/08
01/3/05
01/5/06
12,400)(1)
5,159)(1)
6,006)(1)
47,808)(1)
25,825)(1)
456
239
186
316,642
414,721
8,258
8,258
53,932
70,448
0.0p
0.0p
0.0p
782.5p
782.5p
667.5p
18/7/04
18/7/04
21/9/04
18/7/08
18/7/08
21/9/08
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
424.0p
502.0p
666.0p
724.9p
127.0p
127.0p
127.0p
700.0p
700.0p
742.5p
742.5p
782.5p
782.5p
627.5p
782.5p
503.5p
658.5p
807.5p
689.0p
15,748
6,551
7,627
29,926
11/1/03
11/1/03
20/7/03
20/7/03
18/7/04
18/7/04
20/7/03
18/7/04
01/9/02
01/9/03
1/11/04
28/9/04
11/1/07
11/1/07
20/7/07
20/7/07
18/7/08
18/7/08
20/7/07
18/7/08
28/2/03
29/2/04
01/3/05
28/9/11
4,838)(2)
4,838)(2)
39,639)(2)
161
486,008
4,838 530,646
0.0p
0.0p
0.0p
259.2p
724.9p
122.0p
312.5p
312.5p
782.5p
287.5p
689.0p
09/8/05
09/8/05
18/7/04
1/11/05
28/9/04
09/8/12
19/8/12
18/7/08
01/5/06
28/9/11
Exercised
12,400)(1)
5,159)(1)
6,006)(1)
23,565
4,838
4,838
39,639
161
486,008
525,647 9,837
No of shares
under option
at 31.03.03
or at date of
Lapsed termination
Gain on
First
exercise
date
exercisable
5,902
5,902
35,828
1,753
Date
of lapse
of option
*Subject to performance criteria as described on page 26.

(1)
(2)
(3)
(4)
(5)
Ric Piper ceased to be a Director and an employee of the Company on 1 October 2002. In accordance with the scheme rules of the EPP, Mr Piper was
permitted to exercise the bonus element of the award. However the matching element of the award lapsed on the termination of his employment.
His awards under the Senior Executive Plan II also lapsed on the cessation of his employment.
Robin Southwell ceased to be an employee on 30 September 2002. In accordance with the rules of the EPP Mr Southwell was permitted to exercise the
bonus element of the award. However the matching element of the award lapsed on the termination of his employment. His awards under the Senior
Executive Plan II also lapsed on the termination of his employment.
The Group made available a multiplier of each share purchased by the Executive Director. The option price increases on a monthly basis.
Scheme Names:
EPP Equity Participation Plan
GOS Geared Option Scheme
SAYE Savings related share option scheme (Sharesave)
Senior Executive Plan II The WS Atkins 1997 Senior Executive Long Term Incentive Plan
Awards will be granted on 30 June under the provisions of the Senior Executive Plan II based on the closing mid-market price on 27 June 2003 of
81,236 shares to Stephen Billingham and 191,816 shares to Michael Jeffries.
For each share under option that had not expired at the end of the financial year, the market price at the 31 March 2003
was 1.28 and the highest and lowest market prices during the financial year were 6.22 and 0.52 respectively.
Audited information
The emoluments and share option information disclosed on the pages 29 to 32 as required by Part 3 of Schedule 7a to the Companies
Act has been audited.
On behalf of the Board
Struan Robertson
Chairman of the Remuneration Committee
32

Remuneration report
Auditors report
Independent auditors report to the
members of WS Atkins plc
We have audited the consolidated financial
statements which comprise the
consolidated profit and loss account,
the consolidated balance sheet, the
consolidated cash flow statement, the
consolidated statement of total recognised
gains and losses and the related notes
which have been prepared under the
historic cost convention and the
accounting policies set out in the
statement of accounting policies. We have
also audited the disclosures required by
Part 3 of Schedule 7A to the Companies
Act 1985 contained in the Remuneration
report (the auditable part).
Respective responsibilities of
directors and auditors
The Directors responsibilities for preparing
the annual report, and the consolidated
financial statements in accordance with
applicable United Kingdom law and
accounting standards are set out in the
statement of Directors responsibilities. The
Directors are also responsible for preparing
the Remuneration report.
Our responsibility is to audit the
consolidated financial statements and
the auditable part of the Directors
remuneration report in accordance with
relevant legal and regulatory requirements
and United Kingdom Auditing Standards
issued by the Auditing Practices Board. This
report, including the opinion, has been
prepared for and only for the Companys
members as a body in accordance with
Section 235 of the Companies Act 1985
and for no other purpose. We do not, in
giving this opinion, 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.
We report to you our opinion as to whether

the consolidated financial statements
give a true and fair view and whether the
consolidated financial statements and the
auditable part of the Remuneration report
have been properly prepared in accordance
with the Companies Act 1985. We also
report to you if, in our opinion, the
Directors report is not consistent with the
consolidated financial statements, if the
Company has not kept proper accounting
records, if we have not received all the
information and explanations we require
for our audit, or if information specified
by law regarding Directors remuneration
and transactions is not disclosed.
We read the other information contained
in the annual report and consider the
implications for our report if we become
aware of any apparent misstatements
or material inconsistencies with the
consolidated financial statements. The
other information comprises only the
Chairmans statement, the Operating
review, the Financial review, the Report of
the Directors, the Corporate governance
statement and the unaudited part of the
Remuneration report.
We review whether the Corporate
governance statement reflects the
Companys compliance with the seven
provisions of the Combined Code specified
for our review by the Listing Rules of the
Financial Services Authority, and we report
if it does not. We are not required to
consider whether the Boards statements
on internal control cover all risks and
controls, or to form an opinion on the
effectiveness of the Groups Corporate
Governance procedures or its risk and
control procedures.
Basis of audit opinion
We conducted our audit in accordance
with auditing standards issued by the
Auditing Practices Board. An audit includes
examination, on a test basis, of evidence
relevant to the amounts and disclosures in
the financial statements and the auditable

Auditors report
part of the Remuneration report. It also

includes an assessment of the significant
estimates and judgements made by the
Directors in the preparation of the financial
statements, and of whether the
accounting policies are appropriate to the
Companys circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit
so as to obtain all the information and
explanations which we considered
necessary in order to provide us with
sufficient evidence to give reasonable
assurance that the consolidated financial
statements and the auditable part of the
Remuneration report are free from
material misstatement, whether caused
by fraud or other irregularity or error. In
forming our opinion we also evaluated
the overall adequacy of the presentation
of information in the financial statements.
Opinion
In our opinion:
give a true and fair view of the state of
affairs of the Company and the Group
at 31 March 2003 and of the loss and
cash flows of the Group for the year
then ended;
have been properly prepared in
accordance with the Companies Act
1985; and
those parts of the Remuneration report
required by Part 3 of Schedule 7A to the
Companies Act 1985 have been properly
prepared in accordance with the
Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered
Auditors
London
26 June 2003
33

for the year ended 31 March 2003
Notes
Turnover: Group and

Share of Joint Ventures
Less: Share of Joint Ventures turnover
1
4
Turnover
Continuing operations
Acquisitions
Cost of sales
Before
Exceptional
Items
2003
m
Exceptional
Items
(note 3)
2003
m
Total
2003
m
Before
Exceptional
Items
2002
m
Exceptional
Items
(note 3)
2002
m
Total
2002
m
1,012.2
(76.9)
1,012.2
(76.9)
880.9
(74.6)
880.9
(74.6)
935.3
908.1
27.2
(576.1)
935.3
908.1
27.2
(576.1)
806.3
806.3
(546.1)
806.3
806.3
(546.1)
Gross profit
Administrative expenses
2
2
359.2
(361.0)
(48.1)
359.2
(409.1)
260.2
(240.2)
(6.1)
260.2
(246.3)
Operating (loss)/profit: Group

excluding share of Joint Ventures
Acquisitions
(1.8)
(4.1)
2.3
(48.1)
(48.1)
(49.9)
(52.2)
2.3
20.0
20.0
(6.1)
(6.1)
13.9
13.9
Operating profit: Share

of Joint Ventures
14.2
14.2
14.5
14.5
(35.7)
34.5
(6.1)
28.4
6.3
3.8
2.5
3.6
3.0
0.6
3.6
3.0
0.6
(16.4)
(15.8)
(5.8)
(10.0)
(11.1)
(3.6)
(7.5)
(11.1)
(3.6)
(7.5)
Operating profit/(loss): Group

and Share of Joint Ventures
Interest receivable and similar income
Operations
Joint Ventures
12.4
5
4
Amounts written off investments

Interest payable and similar charges
Operations
Joint Ventures
(48.1)
6.3
3.8
2.5
(16.4)
(15.8)
(5.8)
(10.0)
2.9
(3.8)
6.7
(64.5)
(64.5)
(61.6)
(68.3)
6.7
27.0
19.4
7.6
(6.1)
(6.1)
20.9
13.3
7.6
(2.1)
(0.3)
(1.8)
9.4
9.4
7.3
9.1
(1.8)
(11.0)
(8.9)
(2.1)
1.9
1.9
(9.1)
(7.0)
(2.1)
Profit/(loss) on ordinary activities

after taxation
Operations
Joint Ventures
Dividends
4
9
0.8
(4.1)
4.9
(2.8)
(55.1)
(55.1)
(54.3)
(59.2)
4.9
(2.8)
16.0
10.5
5.5
(10.2)
(4.2)
(4.2)
11.8
6.3
5.5
(10.2)
Retained (loss)/profit for the year

transferred to reserves
10
(2.0)
(55.1)
(57.1)
5.8
(4.2)
1.6
Profit/(loss) on ordinary activities

before taxation
Operations
Joint Ventures
Taxation on profit/(loss) on
ordinary activities
Operations
Joint Ventures
(Loss)/earnings per share

Basic
Fully Diluted
Adjusted(1)
Dividends per share
Interim paid
Final proposed
11
(58.7)p
(58.7)p
16.5p
13.1p
12.8p
31.4p
nil
3.00p
3.78p
7.56p
3.00p
11.34p
Total for the year

The notes on pages 39 to 71 form part of these financial statements.
(1)
Before amortisation of goodwill and pension surplus, exceptional items, Metronet bid costs and Employee Benefit Trusts.
34


as at 31 March 2003
Fixed assets
Intangible assets
Tangible assets
Investments in Joint Ventures
Share of gross assets
Share of gross liabilities
Investments own shares
Investments other
Notes
2003
m
2002
m
12
13
49.5
65.4
72.7
74.5
19.5
176.1
(156.6)
14.7
17.4
146.3
(128.9)
29.0
0.7
34.2
47.1
149.1
194.3
0.4
244.2
7.5
44.8
0.8
228.8
9.3
25.8
296.9
264.7
(302.5)
(276.3)
(5.6)
(11.6)
14
15
Investments total
Current assets
Stocks
Debtors
Investments
Cash at bank and in hand
16
17
18
31(c)
Current liabilities
Creditors: amounts falling due within one year
19
Net current liabilities

Total assets less current liabilities
Creditors: amounts falling due after more than one year
Provisions for liabilities and charges
20
21
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Merger reserve
Profit and loss account
23
24
24
24
24
Shareholders funds equity interests

Michael Jeffries
Stephen Billingham
143.5
182.7
(51.1)
(22.7)
(43.4)
(23.9)
69.7
115.4
0.5
55.4
0.2
8.7
4.9
0.5
42.1
0.2
8.7
63.9
69.7
115.4
Directors
Approved by the Board on 26 June 2003.


35

Notes
2003
m
2002
m
31(b)
26.6
20.3
Dividends received from Joint Ventures and Associates
6.5
0.8
Returns on investments and servicing of finance

Interest received
current asset liquid investments and other
finance leases
3.3
2.6
0.7
3.0
2.4
0.6
(5.5)
(5.0)
(0.5)
(3.4)
(3.0)
(0.4)
(2.2)
(0.4)
(1.8)
(11.0)
(17.7)
(2.6)
1.2
0.1
0.2
(52.2)
(18.4)
3.3
0.7
(18.8)
(66.6)
(3.3)
(2.5)
(6.6)
1.6
(1.1)
(7.1)
(9.4)
(9.6)
Equity dividends paid
(6.6)
(8.9)
Cash outflow before use of liquid resources and financing
(5.7)
(75.4)
1.7
7.8
33.0
(0.8)
4.6
(2.7)
0.2
12.3
(0.4)
3.4
(2.9)
0.1
34.3
12.5
30.3
(55.1)
Net cash inflow from operating activities
Interest paid
bank loans, overdrafts and other
finance leases
Taxation
31(d)
Capital expenditure and financial investment

Purchases less disposals of fixed assets
Purchases of own shares by Employee Benefit Trusts
Disposal of other fixed asset investment
Sales of own shares by Employee Benefit Trusts
Sale of non-liquid current asset investment
Acquisitions and disposals
Purchases of fixed asset investments Joint Ventures
Subsidiary undertakings acquired:
Hanscomb cash consideration including expenses
cash acquired
Prior year acquisitions
Management of liquid resources

Decrease in current asset investments
Financing
Cash inflow from short-term loans
Redemption of loan stock
Cash inflow from long-term loans
Capital element of finance lease rental payments
Shares issued
Increase/(decrease) in cash
36

32
Consolidated statement of total

recognised gains and losses
Notes
(Loss)/profit for the financial year

Operations
Joint Ventures
Differences on exchange
24
Total gains and losses recognised in the year
2003
m
2002
m
(59.2)
4.9
6.3
5.5
(54.3)
11.8
(1.9)
(0.5)
(56.2)
11.3
Historical cost profits and losses do not differ materially from those disclosed in the Group profit and loss account.
Reconciliation of movements
in shareholders funds
2003
m
2002
m
(59.2)
4.9
6.3
5.5
(54.3)
11.8
(2.8)
(10.2)
(57.1)
1.6
(1.9)
13.3
(0.5)
1.1
Net (reduction in)/additions to shareholders funds
(45.7)
2.2
Opening shareholders funds
115.4
113.2
Closing shareholders funds
69.7
115.4
Notes
(Loss)/profit for the financial year

Operations
Joint Ventures
Dividends
Issue of new shares
24

Statement of total recognised gains and losses
Reconciliation of movements in shareholders funds
37

as at 31 March 2003
Notes
2003
m
2002
m
Fixed assets
Investments
15
58.5
61.3
Current assets
Debtors
17
24.8
14.8
Current liabilities
19
(13.2)
(16.3)
Net current assets/(liabilities)
11.6
(1.5)
70.1
59.8
0.5
55.4
0.2
8.7
5.3
0.5
42.1
0.2
8.7
8.3
70.1
59.8

Merger reserve
23
24
24
24
24

Michael Jeffries
Stephen Billingham
Directors
Approved by the Board on 26 June 2003.

38


Accounting policies
The Group financial statements are prepared in accordance with applicable United Kingdom Accounting Standards. A summary of the
more important Group accounting policies which have been applied consistently, is given below.
Basis of accounting
The Financial Statements have been prepared under the historical cost convention, as modified by the valuation of current asset
investments set out in Note 18.
The preparation of the Groups financial statements in conformity with UK Generally Accepted Accounting Principles requires the
Board to make certain estimates and assumptions. These affect the reported amount of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the period.
Significant elements of those estimates in these financial statements include allowances for estimated contract revenue and related
costs. These are explained in the policy note Contract accounting and stocks. The Board considers that the Group is prudent in its
valuation of contracts, particularly for large contracts lasting several years, which may have a wide range of potential outcomes.
Other significant elements of those estimates include asset recognition of pre-contract bid costs on Private Finance Initiative bids,
self-insured liabilities, pension costs on defined benefit schemes, taxation provisions and Transfer of Undertaking Protection of
Employment (TUPE) potential liabilities. The Board has continued to review judicial clarifications of the interpretation of the Transfer
of Undertakings (Protection of Employment) Regulations 1981. It continues to monitor developments in this area and is actively
managing the risks involved. The Board considers the current level of the Groups provisioning to be adequate.
Basis of consolidation
The consolidated profit and loss account and balance sheet include the accounts of the Company and its subsidiary undertakings. The
results of the subsidiary undertakings acquired during the year are included in the profit and loss account from the date of acquisition.
UITF Abstract 13 seeks to clarify certain issues relating to ESOP trusts in the light of the principles established by FRS 5, which requires
a reporting entitys financial statements to reflect the substance of the transactions into which it has entered. Accordingly, in compliance
with UITF 13, the Employee Benefit Trusts have been incorporated in these financial statements as detailed in Note 25. The Directors
have not disclosed details of the International Sharesave 25 Scheme, as permitted by UITF 17.
As permitted by Section 230 of the Companies Act 1985, no profit and loss account is presented for the parent company.
Goodwill
Goodwill is stated at cost less a provision for amortisation. Amortisation is calculated to write off the cost in equal annual instalments
over its expected useful life. The useful life is not normally expected to exceed 10 years. Provision is made for permanent impairment.
Joint Ventures
In accordance with FRS9 Associates and Joint Ventures, the Group accounts for Joint Ventures under the gross equity method of
accounting. The results of holdings in Joint Ventures are included from the date on which the Group acquires joint control.
Where there is sufficient evidence that an event has irrevocably changed the relationship between the Group and the Joint Venture such
that the Groups ability to exercise significant influence is removed, the carrying amount at the date of the event is reported as an
investment and no account is taken of subsequent changes in the ventures assets and liabilities.
The results, assets and liabilities of Joint Ventures are stated in accordance with Group accounting policies. Where Joint Ventures do not
adopt Group accounting policies, their reported results are restated to comply with Group accounting policies. Where Joint Ventures do
not adopt accounting periods that are co-terminus with the Groups results, results and net assets are based upon accounts drawn up to
the Groups accounting reference date.
Turnover
Group turnover from long term contracts comprises the value of work performed during the year by reference to total sales value
and stage of completion of these contracts.
Turnover from other contract activities represents fee income receivable in respect of services provided during the year.
Under certain services contracts, the Group manages customer expenditure and is obliged to purchase goods and services from
third party sub-contractors and recharge them on to the customer at cost. The amounts charged by sub-contractors and recharged to
customers are excluded from turnover and cost of sales. Debtors, creditors and cash relating to these transactions are included in the
Group balance sheet.
39
Notes to the financial statements continued

Contract accounting and stocks
The value of contract work in progress comprises the costs incurred on contracts plus an appropriate proportion of overheads and
attributable profit. Profit is recognised on a percentage of completion basis when the outcome can be reasonably foreseen but not
until the contract is at least 50% complete. Otherwise, profits are taken on completion. Provision is made in full for estimated losses
to completion.
Fees invoiced on account are deducted from the value of work in progress and the balance is separately disclosed in debtors as amounts
recoverable on contracts, unless such fees exceed the value of the work in progress on any contract when the excess is separately
disclosed in current liabilities as fees invoiced in advance.
Income recognition on outsourcing contracts is determined based on the proportion of the annual service delivered to date. Where the
costs of obligations in relation to the non-renewal or termination of a contract are higher in the final year of the contract a proportion
of revenue is deferred each year to meet these anticipated costs.
Full provision is made for losses on outsourcing contracts if the forecast costs of fulfilling the contract throughout the contract period
exceed the forecast income receivable. In assessing the amount of the loss to provide on an outsourcing contract, account is taken
of the Groups share of the forecast results from Joint Ventures which the contract is servicing.
Stocks are stated at the lower of cost and net realisable value.
Pre-contract costs relating to PFI/PPP investments which involve Special Purpose Companies
The Group accounts for all pre-contract costs in accordance with UITF 34. Costs incurred before it is virtually certain that a contract will
be obtained are charged to expenses. Directly attributable costs incurred after that point (offset by any bid recovery fees received on
award of the contract) are recognised in the balance sheet and charged to profit and loss over the same period as the Groups interest
in any Special Purpose Company charges the equivalent capitalised cost to profit and loss.
Any other bid recovery fees are credited to profit and loss over the same period as the Groups interest in any Special Purpose Company
charges the equivalent capitalised cost to profit and loss.
Depreciation and amortisation
Tangible and intangible fixed assets are depreciated on a straight line basis calculated at annual rates to write off each asset over the
term of its useful life as follows:
Goodwill
Patents (over equipment)
Freehold buildings
Short leasehold
Plant and machinery
Special purpose industrial motor vehicles
Other motor vehicles
Information Technology
Corporate Information Systems
10 years
3 years
10 to 50 years
over the life of the lease
3 to 10 years
3 to 12 years
3 to 4 years
3 to 5 years
7 years
No depreciation is provided in respect of freehold land and assets in the course of construction.
The Directors annually review the estimated useful lives of the fixed assets.
Costs included in Corporate Information Systems are those directly attributable to design, construction and testing of new systems
(including major enhancements) from the point of inception to the point of satisfactory completion. Costs include costs of own labour.
Maintenance and minor modifications are expensed to profit and loss as incurred.
Fixed asset investments
Fixed asset investments include ordinary shares of the Company, some of which are held for options and other incentives. Where the
option or incentive price is below book value, the difference is charged as an operating cost over the period of the option. Provision is
made for permanent impairment.
Current asset investments
Current asset investments include UK government securities and short-term deposits and are shown at market value.
40

Lease obligations
On the inception of finance leases the asset is capitalised and a liability recognised for the present value of the minimum lease payments.
Assets are depreciated over the remaining contract term. Rentals are apportioned between capital and interest expense to achieve
a constant rate of charge on the outstanding obligation. The costs of operating leases are charged to profit and loss account as incurred.
Where the Group acts as a lessor in an arrangement which transfers substantially all the risks and rewards of ownership to a third party,
that lease is treated as a finance lease. All other lease arrangements are treated as operating leases. Debtors under finance leases
represent outstanding amounts due under these agreements less finance charges allocated to future periods. Finance lease interest
is recognised over the primary period of the lease so as to produce a constant rate of return on the net cash investments. Rental income
from operating leases is accounted for on a straight line basis over the period of the lease.
Pension schemes
Contributions to funded defined benefit pension schemes are calculated as a percentage, agreed on independent actuarial advice,
of the pensionable salaries of employees. The cost of providing pensions and any variations from the regular cost, arising from actuarial
valuations, is charged or credited to the profit and loss account on a systematic basis over the expected average remaining service lives
of the members of each scheme. The pension cost is assessed in accordance with the advice of qualified actuaries.
The difference between the charge for pensions and the total contributions actually paid is included within provisions for liabilities
and charges.
The pension costs relating to the defined contribution schemes represent contributions payable by the Group.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where
the transactions or events that give rise to an obligation to pay more or less tax in the future have occurred by the balance sheet date.
A net deferred tax asset is recognised only when it can be regarded as more likely than not that it will be recovered. Deferred tax is
measured on a non-discounted basis using tax rates that have been enacted by the balance sheet date.
Foreign currency transactions and financial instruments
Forward foreign exchange contracts entered into as hedges of future purchases and sales denominated in foreign currency are recorded
at cost and are then revalued to market rates at each balance sheet date. Gains and losses are deferred and taken to profit and loss to
match the maturity of the underlying transactions. Gains and losses on those contracts which are no longer designated as hedges are
taken to the profit and loss account as they arise.
Foreign currency debtors covered by forward currency contracts are translated at the contract rates of exchange; other foreign currency
denominated assets and liabilities are translated at closing rates of exchange. Gains and losses are taken to the profit and loss account,
except that exchange differences on foreign currency borrowings to finance foreign currency net investments are taken to the statement
of total recognised gains and losses.
Trading results of overseas subsidiaries are translated at average rates of exchange. Differences resulting from the retranslation of
opening net assets and results for the year at closing rates are taken to the statement of total recognised gains and losses.
US borrowings are used to hedge against the Group investment in the US. The net exchange differences are taken to reserves. Forward
foreign exchange contracts are carried on the balance sheet at fair value (marked to market) with changes in the value recognised in
earnings for the period.
The cost of shares is amortised on a straight line basis down to the exercise price of each incentive scheme over the period to initial
exercise date. Cumulative amortisation relating to options which have lapsed in year is written back to profit and loss. Provision is made
for impairment where the Group considers there has been a permanent diminution in value.
The shares held for the Geared Option Scheme are carried at cost except where the Group considers there has been a permanent
diminution in value.

41

1 Segmental analysis
Continuing
Operations
m
Acquisitions
m
Total
2003
m
Total
2002
m
A. Turnover
Geographic area by location of operations
United Kingdom
Overseas
Other European countries
Middle East
Asia/Pacific
North America
742.7
165.4
40.5
16.4
30.8
77.7
27.2
6.0
21.2
742.7
192.6
46.5
16.4
30.8
98.9
628.9
177.4
34.3
13.6
35.1
94.4
Total before Joint Ventures

Joint Ventures
United Kingdom
Overseas
908.1
76.9
24.6
52.3
27.2
935.3
76.9
24.6
52.3
806.3
74.6
22.3
52.3
985.0
27.2
1,012.2
880.9
By class of business
Transport
Design and Government Services
Industry
Commercial Services
International
312.0
195.9
116.4
118.4
165.4
27.2
312.0
195.9
116.4
118.4
192.6
237.8
177.9
93.7
119.5
177.4
Total before Joint Ventures
908.1
27.2
935.3
806.3
There was no material difference between geographic turnover by location of operation and by location of customer.
Turnover excludes recharges of 186.2m (2002: 129.5m) where under certain services contracts the Group manages
customer expenditure and is obliged to purchase goods and services from third party sub-contractors and recharge them
to the customer at cost.
42

1 Segmental analysis (continued)
Operating (loss)/profit
2003
2002
m
m
B. Operating (loss)/profit and net assets

Geographic area by location of operations
United Kingdom
Amortisation of goodwill/unamortised goodwill
Contribution to Employee Benefit Trusts
Employee Benefit Trusts after contribution
Net assets/(liabilities)
2003
2002(1)
m
m
(3.1)
(1.2)
(5.5)
3.7
(2.5)
2.4
14.5
18.1
(5.5)
3.4
(1.9)
0.4
(16.2)
(42.2)
25.0
1.0
27.3
(28.4)
40.0
15.7
1.3
5.5
66.4
70.7
Overseas
Other European Countries
continuing operations
amortisation of goodwill/unamortised goodwill
acquisitions
amortisation of goodwill on acquisitions/
unamortised goodwill on acquisitions
Middle East
Asia/Pacific
North America
continuing operations
amortisation of goodwill/unamortised goodwill
acquisitions
amortisation of goodwill on acquisitions/
unamortised goodwill on acquisitions
1.5
(0.7)
0.1
1.7
(0.6)
13.1
5.9
(0.4)
12.2
6.0
(0.1)
1.4
0.2
1.4
1.5
6.3
7.7
5.2
7.9
1.4
(3.4)
2.3
4.8
(3.3)
11.5
3.7
12.7
26.7
(1.4)
18.6
Total before Joint Ventures and exceptional items

Joint Ventures
United Kingdom
Overseas
(1.8)
14.2
10.6
3.6
20.0
14.5
10.5
4.0
50.2
19.5
15.1
4.4
98.0
17.4
14.2
3.2
12.4
(48.1)
34.5
(6.1)
69.7
115.4
(35.7)
28.4
69.7
115.4
Total before exceptional items

Exceptional items
(1)
Comparatives have been restated to ensure comparability with the current year and primarily relate to the allocation of goodwill.

43

1 Segmental analysis (continued)
2003
2002
m
m
B. Operating (loss)/profit and net assets (continued)

Profit before items below/
Net assets before unamortised goodwill
Transport
Design & Government Services
Industry
Commercial Services
International
Net assets/(liabilities)
2003
2002(1)
m
m
18.8
9.2
(1.5)
(0.3)
4.5
6.9
36.4
14.8
0.5
3.8
7.9
9.4
48.7
(17.6)
22.9
5.2
(2.3)
40.5
74.3
(12.5)
41.4
(5.5)
11.6
39.3
Bid costs
Amortisation of goodwill/unamortised goodwill
Contribution to Employee Benefit Trusts
Corporate net liabilities
(13.1)
(11.1)
3.7
(2.5)
2.4
(8.9)
(9.4)
3.4
(1.9)
0.4
49.4
1.0
(48.9)
72.7
15.7
(64.7)
Total before Joint Ventures and exceptional items

Joint Ventures
Exceptional items
(1.8)
14.2
(48.1)
20.0
14.5
(6.1)
50.2
19.5
98.0
17.4
(35.7)
28.4
69.7
115.4
59.7
(71.9)
(24.5)
17.3
(2.0)
(2.8)
(22.7)
(2.0)
58.4
0.7
(57.3)
(39.2)
9.2
(4.4)
(7.0)
(23.9)
(1.2)
(48.9)
(64.7)
Corporate net liabilities comprise :

Fixed assets
Fixed asset investments
Net cash balances
Trade creditors
Deferred tax
Corporation tax
Proposed dividends
Other
(2)
(1)
(2)
Comparatives have been restated to ensure comparability with the current year.
Following the reorganisation in 2002, responsibility for the majority of the UK fixed assets and trade creditors has been centralised.
As a result of this change in practise these assets and liabilities are no longer accounted for in business segments.
C. Operating margins
Operating margins
2003
2002
Transport
Industry
Commercial Services
International
Total
2.9%
(0.8)%
(0.3)%
3.8%
3.6%
6.2%
0.3%
4.1%
6.6%
5.3%
2.0%
4.5%
Operating margins exclude amortisation of goodwill and pension surplus, bid costs, exceptional items, Employee Benefit Trusts and
share of Joint Ventures.
44

2 Operating profit
2003
m
2002
m
Turnover
Cost of sales
Project expenses(1)
Other direct costs (mainly labour)
935.3
(576.1)
(250.2)
(325.9)
806.3
(546.1)
(206.5)
(339.6)
Gross profit
Administrative costs
Selling costs
Administrative expenses excluding selling costs
Exceptional administrative expenses
359.2
(409.1)
(34.1)
(326.9)
(48.1)
260.2
(246.3)
(34.2)
(206.0)
(6.1)
(49.9)
13.9
Operating profit
Amounts relating to acquisitions in the above are 14.8m for cost of sales and 10.1m for administrative expenses.
Operating profit is arrived at after charging/(crediting):
Depreciation of tangible fixed assets:
owned exceptional write downs
owned
leased
Loss/(profit) on sale of tangible fixed assets
Profit on disposal of current asset liquid investments
Profit on disposal of current asset non-liquid investments
Loss on sale of fixed asset investments own shares
Impairment of goodwill
Amortisation of shares held by Employee Benefit Trusts
Payments under operating leases:
land and buildings
plant, machinery and vehicles
Amounts payable to auditors: PricewaterhouseCoopers LLP
audit services(2)
for current year
non-audit services taxation services
financial and other advisory services
Audit services from other auditors
(1)
(2)
1.8
20.6
1.6
0.4
(0.1)
0.3
11.1
30.7
0.1
2.9
11.5
2.7
(0.3)
(0.1)
(0.7)
9.4
1.7
18.7
7.4
18.5
7.3
1.03
0.71
1.30
0.79
0.55
0.10
0.01
Project expenses represent project related costs including sub-contractor costs but excluding direct labour costs.
Includes 50,000 audit fee for the holding company (2002: 50,000).

45

3 Exceptional items
2003
m
2002
m
Operating
Redundancy and other restructuring costs
Accelerated depreciation
14.8
3.2
2.9
Impairment of tangible fixed assets (Note 12)

Impairment of current assets (Note 12)
14.8
1.8
0.8
6.1
Total before impairment of goodwill

Impairment of goodwill (Note 12)
17.4
30.7
6.1
Total after impairment of goodwill
48.1
6.1
Non-operating
16.4
At the time of the Interim Statement the Group announced a major restructuring programme in order to significantly
reduce costs and protect future profitability. A charge of 14.8m (cash outflow 11.7m) has been made in the year ended
31 March 2003 which includes a provision for vacant property resulting from the restructuring programme.
The provision for impairment of goodwill and other assets is a result of an impairment review as detailed in Note 12.
Restructuring costs in 2002 of 6.1m (cash outflow 3.2m) consisted mainly of staff redundancy, accelerated depreciation
of redundant fixed assets and the establishment of the Shared Service Facility.
The carrying value of the shares held in Employee Benefit Trusts was reviewed in the light of the issues affecting the Company
and the consequent impact on the Companys share price. At 30 September 2002 a provision of 16.4m was made, which
remained in place as at 31 March 2003.
4 Joint Ventures
2003
m
2002
m
Income from interests in Joint Ventures

Turnover
76.9
74.6
Operating profit before impairment

Impairment of investment
14.6
(0.4)
14.5
14.2
2.5
(10.0)
14.5
0.6
(7.5)
6.7
(1.8)
7.6
(2.1)
4.9
5.5
0.5
126.5
49.1
176.1
0.6
104.0
41.7
146.3
(22.0)
(134.6)
(156.6)
(21.9)
(107.0)
(128.9)
19.5
17.4
Share of operating profit in Joint Ventures

Interest receivable by Joint Ventures
Interest payable by Joint Ventures
Share of profit on ordinary activities before taxation
Taxation on profit on ordinary activities
Share of profit on ordinary activities after taxation
Share of net assets of Joint Ventures
Intangible assets Goodwill
Tangible fixed assets
Current assets
Liabilities due within one year
Liabilities due after one year
46

4 Joint Ventures (continued)
2003
m
2002
m
Group turnover with Joint Ventures
7.5
10.4
Included in liabilities due within one year are:

Trading balances with WS Atkins
0.2
10.1
3.1
Joint Venture
Loan drawn as
at 31 March
Facility
2003
m
m
Repayment
period
years
Connect Roads Limited

South Manchester Healthcare (Holdings) Ltd
Mercia Healthcare (Holdings) Limited
New Schools (Penweddig) Holdings Limited
New Schools (Leyton) Holdings Limited
New Schools (Cornwall) Holdings Limited
New Schools (Swanscombe) Holdings Limited
New Schools (Merton) Holdings Limited
Total Solutions for Industry Limited
Total Solutions for Industry Limited
155.6
83.4
67.8
11.0
14.0
38.2
13.2
52.6
4.8
6.2
155.6
78.3
64.3
10.1
13.3
30.7
12.4
17.9
4.7
5.2
Total
446.8
392.5
Included in liabilities due after more than one year are:

Subordinated debt with WS Atkins
Loan balances
11
21
25
28
24
23
23
23
15
4
The Group has not guaranteed any of the above loans.

2003
m
2002
m
3.8
18.8
2003
m
2002
m
Interest receivable short-term

Income from fixed asset investment
Income from current asset liquid investments
Income from finance leases
Profit on sale of fixed asset investment
1.7
0.1
0.6
0.7
0.6
1.8
0.1
0.9
3.7
0.1
2.8
0.2
Joint Ventures
3.8
2.5
3.0
0.6
6.3
3.6
Group share of capital commitments

Capital commitments
5 Interest receivable and similar income

47

6 Interest payable and similar charges
Interest payable on loans and other borrowings wholly repayable within five years:
Bank loans and overdrafts (secured)
Hire purchase and finance leases
Other
Joint Ventures
7 Staff numbers and costs

Number of persons (including Executive Directors) employed by the Group as at 31 March 2003:
By class of business:
Transport
Commercial Services
Industry
International
Corporate
Those persons were based as follows:

UK
Non UK
Other European countries
Middle East
Asia Pacific
North America
Average number of persons (including Executive Directors) employed by the Group during the year:
By class of business:
Transport
Commercial Services
Industry
International
Corporate
Those persons were based as follows:

UK
Non UK
2003
m
2002
m
4.9
0.5
0.4
5.8
10.0
15.8
3.0
0.4
0.2
3.6
7.5
11.1
2003
No.
2002
No.
4,155
4,416
2,267
1,123
3,310
121
15,392
4,408
4,578
2,286
1,042
2,629
216
15,159
12,082
3,310
1,060
516
616
1,118
12,530
2,629
691
498
556
884
15,392
15,159
4,308
4,521
2,300
1,102
3,032
187
15,450
3,880
4,367
2,312
851
2,567
228
14,205
12,418
3,032
15,450
11,638
2,567
14,205
413.4
12.1
32.9
18.0
476.4
342.0
12.8
29.7
16.6
401.1
Aggregate payroll costs of those persons amounted to:

Salaries
Profit share and performance-related bonus
Social security costs
Other pension costs
Details of Directors remuneration (including pensions) and interests are detailed in the Remuneration report.
48

8 Taxation on profit/(loss) on ordinary activities
2003
m
2002
m
UK corporation tax at 30%

Relief for overseas taxation
Adjustment in respect of prior years
(1.1)
(0.4)
(1.5)
4.4
(0.4)
(0.5)
Overseas tax
(3.0)
1.9
3.5
1.3
Joint Ventures
(1.1)
1.8
4.8
2.1
Total current tax

Deferred tax current year losses
other
0.7
(7.3)
(0.7)
6.9
2.2
Total tax (credit)/charge
(7.3)
9.1
The tax charge as adjusted profit on ordinary activities is 3.5m (2002: 9.7m), an effective tax rate of 18.5% (2002: 25.5%).
Adjusted profit is profit before exceptional items, amortisation of pension surplus and goodwill, Metronet bid costs and
Employee Benefit Trusts. The variation between this rate and the UK corporation tax rate is explained as follows:
%
UK corporation tax rate

Effect of:
Pension credit
Accelerated capital allowances
Overseas timing differences
Other timing differences
Permanent differences
Other differences
Non UK activities
30.0
30.0
(3.6)
4.9
(1.0)
(3.7)
3.0
(0.3)
2.5
(1.5)
(4.2)
(2.3)
2.8
2.4
(1.5)
Sub total
31.8
(3.2)
25.7
(3.4)
28.6
(10.1)
22.3
3.2
18.5
25.5
30.0
(20.7)
(0.9)
(11.5)
2.4
0.8
30.0
13.5
(0.7)
8.9
(14.3)
(2.5)
(2.0)
0.1
32.9
Total current tax based on adjusted profit

Movement in deferred tax
Total tax based on adjusted profit
Explanation of current tax based on profit on ordinary activities:
UK corporation tax rate
Effect on current tax of goodwill amortisation and impairment
Effect on current tax of EBTs
Permanent differences
Timing differences
Other differences
Total current tax based on profit on ordinary activities
Excess 2003 tax losses are carried forwards as a deferred tax asset.
To the extent that dividends remitted from overseas subsidiaries and associated undertakings are expected to result in
additional taxes, appropriate amounts have been provided. No taxes have been provided for unremitted earnings of Group
companies overseas, as these are, in the main, considered permanently employed in the business of these companies.
Unremitted earnings may be liable to overseas taxes and/or UK taxation (after allowing for double taxation relief) if they
were to be distributed as dividends.

49

9 Dividends
2003
m
2002
m
Interim paid Nil per share (2002: 3.78p)

Final proposed 3p per share payable 1 October 2003 (2002: 7.56p)
2.8
3.3
6.9
Dividends
2.8
10.2
Dividends amounting to 0.2m (2002:0.6m) in respect of the Companys shares held by the EBTs have been deducted in
arriving at the aggregate of dividends paid and proposed.
10 Retained profit
2003
m
2002
m
Retained (loss)/profit for the year has been dealt with in the Financial Statements as follows:
Parent Company
Subsidiary undertakings
Joint Ventures (Note 4)
Employee Benefit Trusts (Note 25)
(3.0)
(45.1)
4.9
(13.9)
4.1
(8.6)
5.5
0.6
Retained (loss)/profit for the year
(57.1)
1.6
11 (Loss)/earnings per share

Basic earnings per share are calculated in accordance with FRS 14 Earnings per share, by dividing loss after tax of 54.3m
(2002: profit of 11.8m) by the weighted average number of shares in issue during the period of 92,486,187 (2002:
90,537,512), excluding 6,433,843 shares held by the Employee Benefit Trusts (EBTs) which have not unconditionally vested
in the employees.
Fully diluted earnings per share is the basic earnings per share after allowing for the dilutive effect of the conversion into
ordinary shares of the number of options outstanding during the period. The number of shares used for the Fully Diluted
calculation is 93,048,051 (2002: 92,398,113). The options relate to the SAYE schemes which mature between April 2003
and March 2006, to the Equity Participation Plans and Long Term Incentive Plans, and to incentive-to-sell option schemes
for employees of Atkins Americas Inc. In accordance with FRS14, there is deemed to be no diluting effect of potential ordinary
shares where there is a basic loss per ordinary share.
The Adjusted earnings per share information has been calculated based on an adjusted profit after tax of 15.2m
(2002: 28.4m). Adjusted profit is before Metronet bid costs, amortisation of pension surplus and goodwill, exceptional items
and Employee Benefit Trusts. The Board believes that this additional measure provides a better indicator of the underlying
trends in the business.
2003
(Loss)/profit after taxation

Average shares (000)
2002
(54.3)m
92,486
11.8m
90,537
(58.7)p
(58.7)p
12.8p
13.1p
Adjustments after accounting for tax

EBT contributions
EBT amounts written off investments
EBT amortisation/other
Metronet bid costs
Exceptional items
12.0p
2.7p
12.4p
(2.7)p
(2.8)p
6.4p
47.2p
10.4p
1.3p
nilp
(0.7)p
(4.9)p
5.5p
6.7p
Adjusted earnings per share

Fully diluted adjusted earnings per share
16.5p
16.3p
31.4p
30.7p
Fully diluted earnings per share

Basic earnings per share
50

12 Intangible fixed assets

Goodwill
Cost at 1 April
Acquisition of Hanscomb
Acquisition of ScanRail
Acquisition of Boward
Difference on exchange
Cost at 31 March
2003
m
2002
m
96.4
20.3
(2.2)
89.6
5.3
1.4
0.1
114.5
96.4
Amortisation at 1 April
Difference on exchange
Amortisation charge for the year
Impairment provision
23.7
(0.5)
11.1
30.7
14.3
9.4
Amortisation at 31 March
65.0
23.7
Net Book Value at 31 March
49.5
72.7
In accordance with FRS11 Impairment of fixed assets and goodwill, the carrying value of the Groups acquired subsidiaries
has been compared to their recoverable amounts, represented by their value in use to the Group. The value in use has been
derived from discounted cashflow projections using discount rates of 3% to 6%. The review has resulted in an impairment
charge of 30.7m (2002: nil) to goodwill, largely relating to the North American business. In addition a further 1.8m charge
was made to tangible fixed assets and 0.8m to net current assets.
13 Tangible fixed assets
Freehold
property
m
Short-term
leasehold
property
m
Plant,
machinery
& vehicles
m
Total
m
Cost at 1 April 2002

New subsidiary undertakings
Additions
Disposals
9.6
2.5
0.4
6.7
(0.4)
(0.2)
113.0
0.2
13.3
(9.6)
(1.6)
125.1
0.6
20.0
(10.0)
(1.8)
Cost at 31 March 2003
9.6
9.0
115.3
133.9
Depreciation at 1 April 2002

Disposals
Depreciation charge for the year
Impairment charge for the year (note 12)
5.3
0.7
1.7
(0.4)
0.5
0.3
(0.1)
43.6
(4.4)
21.0
1.5
(1.2)
50.6
(4.8)
22.2
1.8
(1.3)
Depreciation at 31 March 2003
6.0
2.0
60.5
68.5
Net Book Value at 31 March 2003
3.6
7.0
54.8
65.4
4.3
0.8
69.4
74.5
No depreciation has been provided on freehold land.

51

13 Tangible fixed assets (continued)
Included in the above are equipment and vehicles held under finance leases and hire purchase contracts as follows:
2003
m
2002
m
9.9
(3.2)
12.5
(6.4)
6.7
6.1
2003
m
2002
m
5.4
(1.5)
8.6
(0.9)
3.9
7.7
2003
m
2002
m
Cost
At 1 April
Additions
Disposals
35.8
2.6
(2.2)
24.7
18.4
(7.3)
At 31 March
36.2
35.8
Amortisation
At 1 April
Charge for year
Impairment provision
Disposals
6.8
0.1
16.4
(1.8)
8.6
2.3
(4.1)
At 31 March
21.5
6.8
Net Book Value at 31 March
14.7
29.0
Cost
Depreciation
Net Book Value
Additions to fixed assets funded by finance leases were 3.5m.
Included in the above are equipment and vehicles leased to customers under operating leases as follows:
Cost
Depreciation
Net Book Value
Rents receivable from operating leases of 0.5m (2002: 0.4m) are included in turnover.
14 Fixed assets Investment in own shares
At 31 March 2003, the Employee Benefit Trusts (EBTs) owned 6,628,437 (2002: 6,765,542) ordinary shares of the Company
being 6.6% (2002: 7.0%) of the Companys entire issued share capital. These ordinary shares have been acquired by the
EBTs for the subsequent transfer to employees and are substantially reserved to meet commitments under the employee
incentive schemes. The EBTs have waived their rights to dividends on these shares.
The carrying value of the shares was reviewed in the light of the issues affecting the Company and the consequent impact
on the Companys share price. At 30 September 2002 a provision for permanent diminution in value of 16.4m was made.
52

15 Fixed assets Unlisted investments

Associates
m
Other
participating
interests
m
Total
m
Group
Cost at 1 April 2002
Disposals
0.3
0.6
(0.6)
0.9
(0.6)
Cost at 31 March 2003
0.3
0.3
Provisions at 1 April 2002

Charge in year
(0.2)
(0.1)
(0.2)
(0.1)
Provisions at 31 March 2003
(0.3)
(0.3)
0.1
0.6
0.7
Joint
Ventures and
Subsidiaries
associates
m
m
Total
m

The disposal during the year relates to the Groups interest in Bridgend Custodial Services Ltd.
Company
Cost of shares at 1 April 2002
Additions
53.1
19.1
8.4
61.5
19.1
Cost of shares at 31 March 2003
72.2
8.4
80.6
Provisions at 1 April 2002

Charge in year
21.9
0.2
0.2
21.9
Provisions at 31 March 2003
21.9
0.2
22.1
50.3
8.2
58.5
Net Book Value at 1 April 2002
53.1
8.2
61.3
Details of principal subsidiary undertakings are set out in Note 33.

16 Stocks
Group
Stocks of raw materials and consumables

2003
m
2002
m
0.4
0.8
53

17 Debtors
Group
Amounts due within one year:

Trade debtors
Amounts recoverable on contracts
Deferred tax (Note 22)
Finance lease debtor
Other debtors
Other prepayments and accrued income
Dividends receivable
Amounts due after more than one year:
Deferred tax (Note 22)
Finance lease debtor
Total debtors
Company
2003
m
2002
m
2003
m
2002
m
185.5
13.4
12.1
0.3
10.5
14.1
235.9
131.6
63.1
9.2
8.9
15.9
0.1
228.8
24.8
24.8
14.8
14.8
5.2
3.1
244.2
228.8
24.8
14.8
18 Current asset investments
Group
Short term deposits and marketable securities

Certificates of tax deposit
Liquid investments
Land
2003
m
2002
m
6.5
0.4
6.9
0.6
7.5
8.1
0.4
8.5
0.8
9.3
Current asset liquid investments are shown at market value, which is 52,000 above historic cost (2002: 21,000 below
historic cost).
Certificates of tax deposit consisted of 0.4m in respect of Employee Benefit Trusts (2002: 0.4m).
19 Creditors: amounts falling due within one year
Loan notes
Bank loan (secured)
Bank overdrafts (secured)
Fees invoiced in advance
Trade creditors
Amounts due to sub-contractors (Note 31 c)
Amounts due to subsidiary undertakings
UK corporation tax
Social security and other taxation
Dividend payable
Hire purchase and finance leases
Deferred consideration on acquisitions (see below)
Deferred PFI bid cost recovery
Accruals and deferred income
Other creditors
Group
Company
2003
m
2002
m
2003
m
2002
m
0.9
47.9
2.2
70.7
35.0
23.0
2.0
36.0
2.8
2.1
0.9
0.2
66.7
12.1
302.5
1.7
14.9
14.6
70.7
46.4
16.5
4.4
20.9
6.9
2.2
1.3
0.1
63.1
12.6
276.3
0.9
9.5
2.8
13.2
1.7
7.7
6.9
16.3
Total deferred consideration amounted to 2.0m of which 0.9m falls due within one year and 1.1m falls due after more
than one year (Note 20). Of the total deferred consideration, 0.2m relates to the final instalment for the acquisition of
Atkins Americas Inc., formerly Benham, which was settled in April 2003. The remaining 1.8m relates to the acquisition of
Hanscomb (2.3m at acquisition (Note 32) less utilisation of 0.5m (Note 25)).
Of the trade creditors and accruals above, 0.2m relates to the purchase of fixed assets (2002: 2.9m).
54

20 Creditors: amounts falling due after more than one year
Group
2003
m
2002
m
39.6
34.4
1.6
2.5
0.7
1.1
5.6
1.4
2.2
0.2
0.2
5.0
51.1
43.4
Ex Directors
unfunded
pension
promise
m
Total
m
Bank loan repayable between two and five years (secured)

Hire purchase and finance leases:
Repayable between one and two years
Repayable between two and five years
Repayable after more than five years
Deferred consideration (Note 19)
Deferred bid cost recovery fees
The Company had no creditors falling due after more than one year.
21 Provisions for liabilities and charges
Vacant
property
m
Pensions
m
Balance at 1 April 2002

Charged/(credited) to profit and loss account
Pensions contributions/provisions utilised
4.8
23.5
10.5
(16.3)
0.4
(0.2)
23.9
15.1
(16.3)
Balance at 31 March 2003
4.8
17.7
0.2
22.7
The pension provision represents the excess of accumulated costs over the amount funded. The ex Directors unfunded
pension promise provision was reduced in the year as it was no longer salary related (Note 30).
No provision has been released or applied for any purpose other than that for which it was established.
22 Deferred taxation
Amounts due within one year:
Overseas
Pension accrual
UITF 34 adjustment
Tax losses
Other timing differences
Amounts due after more than one year:

Pension accrual
Total deferred taxation

2003
m
2002
m
0.8
1.8
1.8
7.3
0.4
0.7
(2.7)
1.9
7.2
1.0
1.1
12.1
9.2
1.6
3.6
5.2
17.3
9.2
55

23 Share capital
Group and Company

No. of shares
m
Authorised
Authorised at 1 April 2002 and 31 March 2003 ordinary shares of 0.5p
Issued and fully paid
Issued and fully paid at 1 April 2002
Issue of new shares in respect of:
acquisition of Hanscomb
QUEST
scrip dividend
150,000,000
0.8
96,510,192
0.5
3,039,617
79,238
94,975
Issued and fully paid at 31 March 2003
99,724,022
0.5
As at the 31 March 2003 there were 6,628,437 (2002: 6,765,542) ordinary shares held by the Employee Benefit Trusts of
which 3,423,876 (2002: 3,990,174) were being held for transfer to Directors and employees, some of which are contingent
on future earnings per share performance conditions, under the following share incentive schemes:
Date award
granted
Exercise price
per share
Normal exercisable/
transferable period
of the award
Number of
awards
outstanding
WS Atkins 1997 Senior Executive

Long Term Incentive Plan
15/06/98
18/07/01
21/09/01
30/11/01
0.0p
0.0p
0.0p
0.0p
15/06/01-15/06/06
18/07/04-18/07/08
21/09/01-21/09/08
30/11/04-30/11/11
20,056
83,001
53,932
75,144
WS Atkins 1997 Executive Long Term Incentive Plan
15/06/98
30/11/01
29/07/02
0.0p
0.0p
0.0p
15/06/01-15/06/06
30/11/04-30/11/11
29/07/05-29/07/12
73,911
18,722
50,924
Lambert Smith Hampton Executive Option Scheme
03/06/99
16/06/99
16/06/99
399.0p
399.0p
399.0p
03/06/04-03/06/06
01/02/04-16/06/06
16/06/04-16/06/06
3,736
13,326
3,736
WS Atkins Geared Option Scheme
28/09/01
31/12/01
31/01/02
724.9p
724.9p
724.9p
28/09/04-28/09/11
31/12/04-31/12/11
31/01/05-31/01/12
44,182
42,903
34,783
WS Atkins Pre Tax Equity Participation Plan
01/08/97
16/03/98
22/07/98
22/07/99
11/01/00
20/07/00
18/07/01
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
01/08/00-01/08/04
16/03/01-16/03/05
22/07/01-22/07/05
22/07/02-22/07/06
11/01/03-11/08/07
20/07/03-20/07/07
18/07/04-18/07/08
47,301
30,800
34,417
46,335
4,528
55,339
117,325
WS Atkins Post Tax Equity Participation Plan
01/08/97
22/07/98
18/07/01
0.0p
0.0p
0.0p
01/08/00-01/08/04
22/07/01-22/07/05
18/07/04-18/07/08
5,059
1,546
1,436
Name of Scheme
56

23 Share capital (continued)

Date award
granted
Exercise price
per share
Normal exercisable/
transferable period
of the award
Number of
awards
outstanding
WS Atkins Deferred Bonus Share Option Plan
23/12/99
18/02/00
12/06/00
04/12/00
08/06/01
30/11/01
26/07/02
29/07/02
26/08/02
02/09/02
13/12/02
13/12/02
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
0.0p
23/12/04-23/12/09
18/02/03-18/02/10
12/06/03-12/06/10
04/12/03-04/12/10
08/06/04-08/06/11
25/07/04-30/11/11
26/07/06-26/07/12
29/07/05-29/07/12
26/08/05-26/08/12
31/05/05-02/09/12
13/12/05-13/12/12
13/12/06-13/12/12
17,600
20,259
24,458
4,664
58,287
5,106
18,019
74,064
217,251
177,816
31,914
202,569
The Atkins Executive Share Option Scheme
01/02/95
137.5p
01/02/98-01/02/05
2,680
Executive Share Bonuses
01/04/00
0.0p
01/04/04-01/04/07
87,364
WS Atkins Employees Stock Option Plan
01/06/00
08/06/01
29/07/02
622.5p
832.5p
324p
01/06/03-01/06/10
08/06/04-08/06/11
29/07/05-29/07/12
81,464
102,722
128,900
WS Atkins Restricted Stock Unit Plan for Key Employees 02/07/02

13/12/02
0.0p
0.0p
02/07/05
13/12/05
288,769
30,000
WS Atkins Restricted Stock Unit Plan for Executives
02/07/02
02/07/02
02/07/02
02/07/02
02/07/02
0.0p
0.0p
0.0p
0.0p
0.0p
02/07/05
02/01/03
02/07/03
02/01/04
02/07/04
39,897
2,869
9,814
9,814
9,820
WS Atkins Sharesave Scheme
16/07/99
07/07/00
06/07/01
22/08/02
424.0p
502.0p
666.0p
259.2p
01/09/02-28/02/03
01/09/03-29/02/04
01/09/04-01/03/05
01/11/05-01/05/06
2,991
494,883
582,928
711,983
WS Atkins International Sharesave Scheme
20/10/00
22/10/01
672.0p
528.0p
20/01/04-01/07/04
01/01/05-01/07/05
59,881
66,843
WS Atkins International Sharesave Scheme Irish Section 20/10/00

22/10/01
672.0p
528.0p
01/01/04-01/07/04
01/01/05-01/07/05
5,169
6,872
WS Atkins Employees Stock Purchase Plan
472.0p
01/02/04-01/02/04
36,520
Name of Scheme
22/10/01
Sharesave options to be satisfied by new issue of shares
4,476,632
1,052,756
Shares held by the Employee Benefit Trusts to satisfy outstanding options
3,423,876
On 4 April 2003 the Company issued 2,357,600 A warrants, 1,178,800 B warrants and 1,178,800 C warrants which
are convertible into ordinary shares of 0.5p each in three tranches. The A warrants are convertible on or after 4 July 2003.
The B warrants are convertible on or after the 4 October 2003 and the C warrants are convertible on or after the
4 January 2004.

57

24 Reserves
Share
premium
account
m
Capital
redemption
reserve
m
Merger
reserve
m
Group
Retained loss for the year
Net differences on exchange
Issue of new shares
EBT contribution
Transfer to EBT reserve
42.1
13.3
55.4
0.2
0.2
8.7
8.7
Company
Retained loss for the year
Issue of new shares
42.1
13.3
55.4
0.2
0.2
8.7
8.7
Goodwill
written
off
m
(15.9)
(15.9)
EBT
reserves
m
Other
profit
and loss
account
m
Total
profit
and loss
account
m
Total
reserves
m
15.5
2.5
(16.9)
1.1
64.3
(57.1)
(1.9)
(2.5)
16.9
19.7
63.9
(57.1)
(1.9)
4.9
114.9
(57.1)
(1.9)
13.3
69.2
8.3
(3.0)
5.3
8.3
(3.0)
5.3
59.3
(3.0)
13.3
69.6
In accordance with FRS 10 Goodwill and intangible assets, purchased goodwill arising on acquisitions since 1 April 1997 has
been capitalised. Goodwill which arose prior to 1 April 1997 amounting to 15.9m, of which positive and negative goodwill
totalled 26.3m and 10.4m respectively, has been written off to profit and loss.
25 Employee Benefit Trusts
At 31 March 2003 there were four Employee Benefit Trusts (EBTs). The EBTs have acquired ordinary shares to facilitate
employee shareholdings through the WS Atkins incentive arrangements detailed in Note 23.
In compliance with UITF 13 the accounts of the EBTs have been incorporated into the results of the Group as, although they
are controlled by independent Trustees and their assets are held separately from those of the Group, in practice the Groups
advice as to how the assets are used for the benefit of employees is normally accepted. The Group bears the major risks and
rewards of the assets held by the EBTs until the shares vest unconditionally in the employees.
The contribution of the EBTs to the profit or loss reported by the Group and the net assets held by the EBTs included in the
Group figures are shown below. The information is based on the audited financial statements of the EBTs.
The financial accounts of the EBTs have been prepared under the historical cost convention. Income has been recognised
as it becomes receivable and costs written off against profit on an accruals basis.
The cost of shares is amortised on a straight line basis down to the exercise price of each incentive scheme over the period
to initial exercise date. Cumulative amortisation relating to options which have lapsed during the year is written back to profit
and loss. Provision is made for impairment where there is considered to be a permanent distribution in value.
The shares held for the Geared Option Scheme are carried at cost, except where the Group considers there has been
a permanent diminution in value. This review is undertaken annually for the Groups accounts.
58

25 Employee Benefit Trusts (continued)

The results included in the profit and loss account and balance sheet are as follows:
2003
m
2002
m
Operating profit/(loss)(1)
Loss on sale of fixed asset investments(2)
0.2
(0.3)
0.1
(1.5)
0.2
(16.4)
(1.3)
Loss on ordinary activities before taxation

Taxation on loss on ordinary activities
(16.4)
(1.3)
Loss on ordinary activities after taxation

Capital Grant
(16.4)
2.5
(1.3)
1.9
Retained (loss)/profit for the period
(13.9)
0.6
(1)
Operating profit/(loss) includes amortisation credit of 0.4m (2002 charge: 1.8m). The amortisation arises on shares held for options where the option
price is below book value and the difference is amortised over the period of service to which the option relates. Where options have lapsed the prior
years amortisation is reversed.
The results are stated after the utilisation of 0.5.m (2002: 0.8m) of deferred consideration creditor (Note 19) in respect of amortisation and loss on
sale of shares purchased for the future satisfaction of the Atkins Americas Inc., (formerly Benham) and Hanscomb deferred consideration arrangements.
(2)
This represents the loss on the sales of investments by the EBTs which were purchased in the open market. Any gain on sales of ordinary shares issued
by the Company to the EBTs has been taken directly to reserves.
Contributions by the Company and its subsidiaries to the EBTs were 2.5m (2002: 1.9m).
As explained in Note 3, a provision of 16.4m was made against the carrying value of the shares held by the EBTs.
Balance sheet
Fixed assets Investment in own shares at Net Book Value (Note 14)
Cash
Other debtors
Current asset investments
Taxation payable
Other creditors falling due within one year
Amounts due to WS Atkins (net) falling due after one year
Net assets
2003
m
2002
m
14.7
2.7
0.5
0.4
(0.4)
(0.4)
(16.4)
29.0
3.0
0.9
0.4
(0.4)
(1.0)
(16.4)
1.1
15.5
Based on a mid-market price of 128.5 pence the market value of the shares on 31 March 2003 was 8.5m (2002: 40.4m).
26 Related party transactions
Details of Directors shareholdings and share options are given in the Remuneration report.
The Company has taken advantage of the exemption provided by FRS 8 and not disclosed transactions with subsidiary
companies where over 90% of the shares in the subsidiary are owned by the Company. Any such transactions have been
eliminated on consolidation.
Transactions with Joint Ventures are disclosed in Note 4.

59

27 Financial and capital commitments
2003
m
2002
m
0.6
2.9
Capital expenditure contracted for but not provided
In addition to the above, the Group is committed to make payments for equity and debt into Special Purpose Companies
under Private Finance Initiative contracts of 4.3m (2002: 5.2m).
Plant, machinery
and vehicles
2003
2002
m
m
Land and buildings

2003
2002
m
m
Operating leases
Amounts payable in the next year in respect of commitments expiring:
Within one year
Between two and five years
After five years
1.0
5.1
1.0
5.5
0.1
5.0
6.3
9.7
4.1
8.2
14.4
Total
6.1
6.6
21.0
26.7
28 Financial instruments
A description of the policies relating to financial instruments is set out in the accounting policies on page 41.
(a) Maturity of financial liabilities
Group
Less than one year

Between one and two years
Between two and five years
More than five years
Company
2003
m
2002
m
2003
m
2002
m
53.1
1.6
42.1
0.7
33.4
1.4
36.6
0.2
0.9
1.7
97.5
71.6
0.9
1.7
Unutilised committed borrowing facilities expiring beyond 12 months fell wholly between two and five years and amounted
to 51.3m (2002: 16.2m). Unutilised committed borrowing facilities expiring within 12 months amounted to nil
(2002: 95.0m).
The Groups principal committed borrowing facilities of 140.0m are secured by a fixed and floating charge over the UK assets
of the Group.
Other financial liabilities included in the above table are overdrafts, loan notes and finance lease balances as shown in
Notes 19 and 20.
The Groups liability with respect to deferred consideration, which is free of interest, is excluded from the above table and
described in Note 19.
(b) Currency exposures
To mitigate the effect of currency exposures arising from its net investment in the US, the Group has financed part of its
investment by borrowing in US dollars.
The table below shows the extent to which Group companies have monetary assets and liabilities in currencies other than
their local currency. Foreign exchange differences on retranslation of these assets and liabilities are taken to the profit and
loss account of the Group companies and the Group.
Net foreign currency monetary assets/(liabilities)
Other
Sterling
US Dollar
Euro
currencies
m
m
m
m
As at 31 March 2003
Functional currency of Group operation

Sterling
US Dollar
Euro
Danish Krone
Other currencies
1.2
Total
1.2
60

(0.2)
0.2
Total
2003
m
0.1
(0.4)
(0.2)
1.1
0.1
(0.4)
0.9
28 Financial Instruments (continued)

Under the Groups accounting policy, foreign currency assets which are hedged using forward foreign exchange contracts
or borrowings are translated at the contracted rates. The unrecognised gain or loss at the balance sheet date on forward
currency contracts to be recognised in the profit and loss account of the following year is not material.
i Assets
The following analysis excludes short term debtors, cash held on behalf of sub-contractors and funds held by the Employee
Benefit Trusts.
Fixed rate cash and short-term deposits

Floating rate cash and short-term deposits
Total
Sterling
m
Euro
m
8.1
6.7
1.9
6.6
14.8
1.9
6.6
Total
2003
m
Total
2002
m
2.3
8.1
17.5
9.3
5.1
2.3
25.6
14.4
US Dollar Danish Krone

m
m
ii Liabilities
The interest rate profile of the Groups financial liabilities, excluding short-term creditors, at 31 March 2003 was as follows:
Floating
rate
liabilities
2003
m
Fixed rate
finance
leases
2003
m
Total
2003
m
Floating
rate
liabilities
2002
m
Fixed rate
finance
leases
2002
m
Total
2002
m
Sterling
US Dollar
Euro
Danish Krone
55.3
31.3
1.4
6.9
2.6
57.9
31.3
1.4
6.9
31.3
26.9
1.3
6.1
6.0
37.3
26.9
1.3
6.1
Total
94.9
2.6
97.5
65.6
6.0
71.6
The benchmark rate for determining the principal floating rate liabilities is calculated with reference to LIBOR. The weighted
average interest rate on the fixed rate finance leases is 10.5%, over a weighted average period of 43 months. The Groups
liability with respect to the deferred consideration, which is free of interest, is excluded from the above table and described
in Note 19.
Fair values
The fair value of the assets and liabilities of the Group, with the exception of the forward currency contracts, is considered to
be materially equivalent to their book value. The fair value of these assets and liabilities has been determined by discounting
future cashflows of the relevant financial instrument at the Groups incremental borrowing rate. The forward currency
contracts are used to manage the Groups forward currency risk.
The fair value of forward currency contracts at the year-end, based on their market value, is detailed below:
Forward currency hedges
2003
Book value
m
2003
Fair value
m
2002
Book value
m
2002
Fair value
m
1.2
1.2
8.5
8.5
The Group did not use any derivative instrument other than the forward currency contracts during the year or at the year-end.
29 Contingent liabilities
The Group has given indemnities in respect of overseas office overdraft, performance, advance payments, letters of credit
and import duty guarantees issued on its behalf. The amount outstanding at 31 March 2003 was 62.6m (2002: 64.7m).
The indemnities, which arose in the ordinary course of business, are not expected to result in any material financial loss.

61

30 Pension Schemes
The Group operates both defined benefit and defined contribution schemes. Membership of the Groups principal pension
schemes is as follows:
Defined Benefit Schemes
Atkins
Staff Scheme
Railways Scheme
2003
2002
2003
2002
No.
No.
No.
No.
Members
Deferred pensioners
Pensioners
Defined Contribution
Scheme
Atkins Staff Scheme
2003
2002
No.
No.
Total Membership
Total
2003
No.
Total
2002
No.
4,450
5,251
1,620
5,451
4,629
1,445
605
353
89
620
243
74
3,041
535
2,045
160
8,096
6,139
1,709
8,116
5,032
1,519
11,321
11,525
1,047
937
3,576
2,205
15,944
14,667
The assets of the defined benefit schemes are held in separate Trustee administered funds, and the pension cost and provision
are assessed in accordance with the advice of professionally qualified actuaries.
The defined benefit section of the Atkins Staff Scheme is closed to new entrants, who are now offered membership of
a defined contribution section.
The latest actuarial valuation of the defined benefit section of the Atkins Staff Scheme (for both SSAP24 and funding purposes)
was at 1 April 2001, using the projected unit method. The main assumptions used for the SSAP 24 valuation of the Atkins
Staff Scheme together with the assumptions used by the Trustees for funding purposes as at the last actuarial valuation are
listed in the table below.
SSAP 24
Trustees
Rate of inflation
Real pension increases
Fixed
Limited price indexation
3.00%
3.00%
2.00%
0%
2.00%
0%
Real salary increases

Real dividend growth
Real investment return (pre-retirement)
1.50%
1.25%
4.25%
1.50%
1.00%
4.00%
Under SSAP 24 assumptions the total market value of the assets at the date of the valuation was 374.5m and the actuarial
value of the assets was sufficient to cover approximately 105% of the benefits that had accrued to members allowing for
assumed future increases in earnings. The excess of assets over liabilities (surplus) of 18.5m is being amortised as a level
percentage of salary over the estimated service lives of current employees in the Scheme through to 2016. As the Scheme
is now closed to new members the current service costs, under the projected unit valuation basis, will increase as a percentage
of salary as members of the Scheme approach retirement, although the overall cost will decrease as the number of
members decreases.
The most recent triennial valuation of the Railways Pension Scheme (for both SSAP24 and funding purposes) took place at
31 December 2001 using the projected unit method. The assumptions which had the most significant effect on the results
of the valuation for SSAP 24 reporting are those relating to the rate of return on future investments and the rates of increases
in salaries, pensions and dividend income. It was assumed that the investment return would be 2.75% higher than the rate
of annual salary increases, 2.25% higher than the rate of future pension increases and 3.0% higher than the rate of dividend
income. The total market value of the assets at the date of valuation was 106.8m and the actuarial value of the assets was
sufficient to cover approximately 128% of the benefits that had accrued to members allowing assumed future increases
in earnings.
The excess of assets over accrued liabilities (surplus) of 23.0m is being amortised as a level percentage of salary over the
estimated service lives of current employees in the Scheme through to 2014. In addition to this surplus there is a pension
prepayment, representing the excess of the amount funded over the accumulated pension cost, of 2.6m as at 31 March 2003
(2002: 1.6m). This has been netted with the pension provisions of the other defined benefit schemes and included in
provisions for liabilities and charges.
Other pension schemes include the USA defined benefits scheme and the Eire Pension scheme (both closed to new entrants)
and the Local Government Pension Scheme. The latter is a defined benefit scheme but as the Groups contributions are
largely set in relation to the current service period only, costs are accounted for on a contribution basis.
62

30 Pension Schemes (continued)

The costs of the pension schemes under current accounting standard SSAP 24 are shown below:
2003
m
2002
m
Regular pension cost

Less employees contribution
20.9
(6.7)
21.5
(6.9)
Employers regular pension cost

Atkins Staff Scheme
Railways Scheme
Other
14.2
11.2
2.6
0.4
14.6
12.0
2.2
0.4
Amortisation of surplus
Atkins Staff Scheme
Railways Scheme
(3.7)
(1.4)
(2.3)
(3.4)
(1.4)
(2.0)
Net pension cost of defined benefit schemes
10.5
11.2
Cost of defined contribution schemes

Unfunded ex-Directors promise (Note 21)
7.7
(0.2)
5.4
0.025
Total pension cost
18.0
16.6
The net cost of the defined benefit schemes was 10.5m, a decrease of 0.7m over the previous year analysed as follows:
m
2002 triennial valuation Railways Scheme regular pension cost

Membership changes and salary increases (net)
0.2
(0.9)
Net reduction in cost
(0.7)
The pension cost of the defined contribution schemes was 7.7m, an increase of 2.3m. The majority of new staff are offered
membership of the defined contribution schemes following the closure of the defined benefits scheme to new entrants.
A provision of 17.9m (which incorporates the unfunded ex-Directors promise) is included in provisions for liabilities and
charges representing the excess of accumulated pension cost over the amount funded (2002: 23.9m).
Financial Reporting Standard 17 Retirement benefits (FRS 17)
As noted in the 2002 accounts, the Board has decided to defer full implementation of FRS17 following the UK Accounting
Standards Board proposal to extend the transitional regime for the new Standard.
The disclosures required under FRS 17 are shown below. These relate to the main UK schemes (Atkins Staff Scheme and the
Railways Scheme) but they would not be materially different if they included the defined benefit schemes which operate overseas.
The latest full actuarial valuation was conducted as at 1 April 2001 for the Atkins Staff Scheme and as at 31 December 2001
for the Railways Scheme. These have been updated to 31 March 2003 by a qualified independent actuary. The principal
assumptions used by the actuary were as follows:
Rate of increase in salaries(1)
Rate of increase of pensions in payment Limited price indexation
Fixed 5%
Rate of increase of deferred pensions
Discount rate
Inflation assumption
(1)
At 31
March 2003
At 31
March 2002
3.90%
2.40%
5.00%
2.40%
5.40%
2.40%
4.00%
2.50%
5.00%
2.50%
6.00%
2.50%
plus 0.75% p.a. promotional salary scale for the Railways Scheme.

63

The assets in the schemes and the expected rate of return as at 31 March were:
2003
Assets at market value

Equities
Corporate bonds
Property
Other/cash
2002
Long
term
rate of
return
Atkins
Staff
Scheme
m
Railways
Scheme
m
8.00%
4.80%
6.70%
3.75%
199.5
123.0
4.6
327.1
Total market value

of assets
Present value of
scheme liabilities
Total
m
Long
term
rate of
return
Atkins
Staff
Scheme
m
Railways
Scheme
m
Total
m
70.3
5.9
6.3
0.6
269.8
128.9
6.3
5.2
7.90%
5.30%
7.10%
4.00%
253.7
111.9
0.7
12.1
93.5
7.2
5.7
0.9
347.2
119.1
6.4
13.0
83.1
410.2
378.4
107.3
485.7
(530.7)
(99.7)
(630.4)
(396.1)
(96.5)
(492.6)
(Deficit)/surplus in scheme
Related deferred
tax asset/(liability)
(203.6)
(16.6)
(220.2)
(17.7)
10.8
(6.9)
61.1
5.0
66.1
5.3
(3.2)
2.1
Net pension (liability)/asset
(142.5)
(11.6)
(154.1)
(12.4)
7.6
(4.8)
The following amounts would have been recognised in the performance statements in the year to 31 March 2003 under the
requirements of FRS 17:
Atkins
Staff
Scheme
m
Operating profit
Current service cost
Other finance income
Expected return on pension scheme assets
Interest on pension scheme liabilities
Net return
Total profit and loss impact
Statement of total recognised gains and losses
Actual return less expected return on pension scheme assets
% of assets at end of period
Experience losses/(gains) arising on the scheme liabilities
% of liabilities at end of period
Changes in assumptions underlying the present value of the scheme liabilities
Actuarial loss/(gain) recognised
% of liabilities at end of period
Railways
Scheme
m
Total
2003
m
(15.9)
(2.6)
(18.5)
28.1
(23.6)
4.5
(11.4)
5.0
(3.6)
1.4
(1.2)
33.1
(27.2)
5.9
(12.6)
90.9
28%
28.9
5%
69.4
189.2
36%
20.2
24%
1.0
1%
6.3
27.5
27%
111.1
27%
29.9
5%
75.7
216.7
33%
If the above amounts had been recognised in the financial statements the Groups net assets and profit and loss account
reserve at 31 March would be as follows:
2003
m
Net assets
Net assets
Adjust for SSAP 24 provision (net of deferred tax)
FRS 17 pension liability (net of deferred tax)
Net (liabilities)/assets including FRS 17 pension liability
Reserves
Profit and loss reserve
Adjust for SSAP 24 provision (net of deferred tax)
FRS 17 pension liability (net of deferred tax)
Profit and loss reserve including FRS 17 pension liability
64

2002
m
69.7
12.4
(154.1)
(72.0)
115.4
16.7
(4.8)
127.3
4.9
12.4
(154.1)
(136.8)
63.9
16.7
(4.8)
75.8

Movement in the pension scheme surplus/(deficit) during the year:
Atkins
Staff
Scheme
m
Railways
Scheme
m
Total
m
At 1 April 2002
Current service cost
Contributions
Net finance income
Actuarial loss
(17.7)
(15.9)
14.7
4.5
(189.2)
10.8
(2.6)
1.3
1.4
(27.5)
(6.9)
(18.5)
16.0
5.9
(216.7)
At 31 March 2003
(203.6)
(16.6)
(220.2)
Since the date of the last formal valuations stock markets have declined and accrued liabilities of the schemes have increased
as a result of changes in financial conditions. This has resulted in a deficit in the fund at 31 March 2003, calculated in
accordance with the requirements of FRS 17 (see above). It is the Boards intention to request an updated actuarial valuation
of the Groups defined benefit pension schemes during the first half of the new financial year and the Groups accounting
estimates with respect to pensions will be reviewed following this exercise. Preliminary discussions with the actuaries indicate
that in order to maintain existing benefits, additional contributions in the order of 6m per annum may be required for the
Atkins Staff Scheme.
31 a) Reconciliation of net cash flow to movement in funds
2003
m
2002
m
30.3
2.7
(1.7)
(33.0)
0.8
(4.6)
(55.1)
2.9
(7.8)
(12.3)
0.4
(3.4)
Increase in net debt resulting from cash flows
(5.5)
(75.3)
Increase in net debt from new finance leases

Increase/(decrease) in current asset investment market value (Note 18)
Profit on sale of current asset investments
Translation differences
(3.6)
0.1
0.5
(2.9)
(0.2)
0.1
0.1
Increase in net debt in year

(Net debt)/net funds at 1 April
(8.5)
(37.3)
(78.2)
40.9
Net debt at 31 March
(45.8)
(37.3)
Cash increase/(decrease)
Cash outflow due to lease repayments
Cash inflow from decrease in liquid resources
Cash inflow from increase in short-term loans (non-EBT)
Cash outflow from redemption of loan stock
Cash inflow from increase in long-term loans

65

31 b) Reconciliation of operating profit/(loss) to net cash inflow from operating activities
2003
m
2002
m
(49.9)
(49.8)
(0.1)
22.2
1.8
11.1
30.7
(0.4)
0.4
0.3
(0.1)
0.4
9.0
(4.2)
0.6
4.6
(0.6)
13.9
15.4
(1.5)
17.1
9.4
1.8
(0.3)
(0.1)
(0.7)
(0.6)
(42.2)
35.0
1.2
(Decrease) in pension fund provision
25.9
(5.8)
34.5
(5.2)
Operations
20.1
19.5
0.6
29.3
29.6
(0.3)
6.5
(9.0)
26.6
20.3
Operations including amortisation of goodwill
Depreciation charges
Impairment of fixed assets
Amortisation of own shares
Loss/(profit) on disposal of tangible fixed assets
Loss on disposal of fixed asset investments own shares
(Profit) on disposal of current asset investments
(Profit) on disposal of current asset non-liquid investments
Decrease/(increase) in stocks
Decrease/(increase) in debtors
(Decrease)/Increase in other creditors due within one year
Increase in other creditors due after one year
Increase in other provisions for liabilities and charges
Exchange rate effect on current assets
Increase/(decrease) in amounts due to sub-contractors

66

31 c) Analysis of net funds

At
31.3.02
m

Bank overdrafts
Current asset liquid investments
Debt due within one year
Loan notes
Bank loans
Finance leases
Debt due after one year
Bank loans
Finance leases
Total
Cash held on behalf of sub-contractors
EBT cash
EBT certificate of tax deposit
Cash
Flow
m
Other
non-cash
changes
m
Exchange
movement
m
At
31.3.03
m
6.3
(14.6)
8.1
11.7
12.4
(1.7)
0.1
1.1
19.1
(2.2)
6.5
(1.7)
(14.9)
(2.2)
0.8
(33.0)
2.7
(2.6)
(0.9)
(47.9)
(2.1)
(34.4)
(3.8)
(4.6)
(1.0)
(0.6)
(39.6)
(4.8)
(57.2)
16.5
3.0
0.4
(11.7)
6.5
(0.3)
(3.5)
0.5
(71.9)
23.0
2.7
0.4
(37.3)
(5.5)
(3.5)
0.5
(45.8)
Bank balances and cashflows as shown on the balance sheet and cashflow:
Cash held on behalf of sub-contractors
6.3
16.5
3.0
11.7
6.5
(0.3)
1.1
19.1
23.0
2.7
Cash as shown on balance sheet

Overdrafts
25.8
(14.6)
17.9
12.4
1.1
44.8
(2.2)
Net cash and cashflow
11.2
30.3
1.1
42.6
The net debt at 31 March 2003 includes amounts relating to the Groups insurance subsidiary of 8.7m (2002: 10.2m).
As referred to in the accounting policy for turnover, under certain service contracts the Group manages customer expenditure
and is obliged to purchase goods and services from third party sub-contractors and recharge them on to the customer at cost.
As at 31 March 2003 23.0m (2002: 16.5m) has been included within both cash and creditors (Note 19) as amounts due
to sub-contractors.
31 d) Analysis of tax paid during the year
UK corporation tax paid
Overseas tax paid

2003
m
2002
m
0.8
1.0
10.1
0.9
1.8
11.0
67

32 Acquisitions
On 24 June 2002 the Group acquired 100% of the share capital of Hanscomb International Corp., an Atlanta based project
and programme management consultancy for a consideration of 21.7m including deferred consideration of 2.3m payable
in shares. Shares to the value of 2.3m have been acquired by the Employee Benefit Trusts, satisfied by a capital grant from
the Company. As part of the acquisition agreement 70% will be utilised within three years of acquisition.
The net assets have been included in the accounts at fair value at the date of acquisition (1.4m). Included in net assets
acquired was cash of 1.6m. The method used to account for the transaction is acquisition accounting.
Book value
m
Accounting
adjustments
m
Fair value
adjustments
m
Fair value
m
Tangible fixed assets

Current assets
Current liabilities
1.0
12.8
(9.4)
(0.2)
(1.3)
(0.2)
(0.4)
(0.9)
0.6
11.1
(10.3)
Net assets acquired
4.4
(1.5)
(1.5)
1.4
Consideration
Cash paid
Issue of shares
Deferred consideration
Legal expenses
21.7
6.0
12.8
2.3
0.6
Goodwill capitalised
20.3
The Accounting adjustments relate to the harmonisation of work in progress valuation policies and alignment of
depreciation policies.
The Fair value adjustments arise from a review of the recoverability of work in progress and additional cut-off adjustments.
Goodwill arising on the acquisition is being amortised over ten years which is the period over which the Directors estimate
that the value of the underlying business acquired is expected to exceed the value of the underlying assets. A charge of
1.5m has been made to the profit and loss account for amortisation for the 9 months to 31 March 2003.
The consideration paid in respect of prior years acquisitions relates largely to deferred consideration in respect of the
acquisition of Atkins Americas Inc., formerly the Benham Group Inc., in January 2000.
68

33 Subsidiary undertakings
The following companies were the principal subsidiary undertakings as at 31 March 2003:
Country of registration/
incorporation
Class and percentage

of shares held
ATMOS Limited
Faithful & Gould Limited(1)
England & Wales

England & Wales
100% ordinary
100% ordinary
Lambert Smith Hampton Group Limited(1)

WS Atkins (Services) Limited
WS Atkins (UK Holdings) Limited
England & Wales

England & Wales
England & Wales
100% ordinary
100% ordinary
100% ordinary
WS Atkins Consultants Limited(1)

WS Atkins Facilities Management Limited
WS Atkins International Limited
WS Atkins Investments Limited(1)
WS Atkins Planning and Management Consultants Limited
WS Atkins Rail Limited
England & Wales

England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
100% ordinary
Atkins Americas Inc.(1) (formerly Atkins Benham Inc.)

Hanscomb International Corp
USA
USA
100% ordinary
100% ordinary
Atkins China Limited

WS Atkins & Partners Overseas(1)
WS Atkins Insurance (Guernsey) Limited
Atkins Danmark A/S(1)
China
Gibraltar
Guernsey
Denmark
100% ordinary
100% ordinary
100% ordinary
100% ordinary
(1)
Nature of business
Construction services
Quantity surveyors and
cost estimators
Property consultants
Group service company
Management activities
holding company
Consulting engineers
Property services
Investment company
Design engineers for the
railways industry
Architects and engineers
Project and programme
management consultants
Insurance
Transport and
engineering consultants
The equity of these subsidiary undertakings is held by another subsidiary undertaking.
The percentage of the issued share capital held by the Group is equivalent to the percentage of voting rights held. The Group
holds the whole of all classes of issued share capital.
All the above operate in the country of registration, except for WS Atkins & Partners Overseas which operates in the United
Arab Emirates.
All of the above are included in the consolidated result of the Group.
A full list of subsidiary companies will be filed at Companies House.

69

34 Joint Ventures
The following represents the principal Joint Ventures in which the Group participated during the year:
Date of last
Proportion of audited financial
shares held(1) statements
Name
Nature of business
Connect Roads
Limited
Holding company for companies involved in the

design and build, financing, operation
and maintenance of roads in the UK.
32.14% 31 March 2002
DG 21 LLC
Delaware limited liability company involved in provision

of all non-core services for the US Navy Facility at
Diego Garcia. The principal place of business is 4801
Spring Valley Road, Suite 125B, Dallas, Texas 75244.
24.5%
Mercia Healthcare
(Holdings) Limited
Holding company for companies involved in the

25%
design and construction of hospital accommodation
and the provision of full services to the accommodation
within which the NHS may provide core clinical services.
31 December 2002 PricewaterhouseCoopers LLP
NewSchools Limited
Management Services Company for companies

involved in the design and construction of school
accommodation and the provision of full services
to the accommodation within which the LEA may
provide teaching.
50%
31 December 2002 Deloitte & Touche LLP
NewSchools (Cornwall) Holding company for company involved in the

40%
Holdings Limited
design and construction of school accommodation
within which the LEA may provide teaching.
NewSchools (Leyton)
Holdings Limited
Provision of design and build, financing and

operating services to a new secondary school
in London Borough of Waltham Forest.
42.5%
NewSchools (Merton)
Holdings Limited

operating services to six secondary schools in
the London Borough of Merton.
42.5%
Not yet published
NewSchools
(Penweddig)
Holdings Limited

operating services to a new secondary school
in Aberystwyth, Wales.
42.5%
NewSchools
(Swanscombe)
Holdings Limited
Holding company for company involved in the

65%
design and construction of school accommodation
within which the LEA may provide teaching.
South Manchester
Healthcare (Holdings)
Limited
Holding company for companies involved in

the design and construction of hospital
accommodation and the provision of full services
to the accommodation within which the NHS
may provide core clinical services.
25%
31 December 2002 PricewaterhouseCoopers LLP
TFMC (Proprietary)
Limited
Company incorporated in South Africa involved in

providing asset management services in
South Africa.
38.25% 30 June 2002

effective
holding
Total Solutions for

Industry Limited
Joint Venture to provide

Industrial PFI-type solutions.
50%
(1)
Proportion of shares held are in respect of ordinary share capital.
All of the above are incorporated in England and Wales unless otherwise stated.
70

External auditors
Deloitte & Touche LLP
Deloitte & Touche LLP
Fisher Hoffman PKF
35 Post balance sheet event

On 4 April 2003 Financial Close was reached on the 17 billion Metronet London Underground Public Private Partnership
in which the Group is a 20% equal partner. The 30-year partnership, which covers over two thirds of the London
Underground network, covers inter alia the repairs, refurbishment and modernisation of the stations. Metronet has contracted
with Trans4m Ltd, a Joint Venture company in which Atkins has a 25% shareholding, to undertake the civil engineering work
and the refurbishment programme. Trans4m Ltd has signed a 71/2 year contract with Atkins for premises and civil design,
inspection and assessment work and the design and build of new communication systems.
Atkins will invest 70m in Metronet by way of equity and shareholder subordinated debt over the first six years of the
concession, 2m of which was invested at Financial Close. Atkins has obtained standby Letters of Credit from its banks to
support the deferred element of its equity commitment. The fees for the standby Letters of Credit included an agreement to
issue warrants in respect of 4,715,200 Atkins shares (representing approximately 4.73% of Atkins current issued share
capital) on Financial Close of Metronet. 50% of these warrants are exercisable at any time from 4 July 2003. A further 25%
of them are exercisable at any time from 4 October 2003, and the remaining warrants are exercisable at any time from
4 January 2004. An amount of 0.5p (the nominal value of Atkins shares) is payable in respect of each Atkins share issued
on the exercise of the warrants.

71
Five year summary

Consolidated profit and loss account for years ended 31 March
2003
m
Turnover: Group and Share of Joint Ventures

Less: Share of Joint Ventures turnover
2002
m
2001
m
Restated(1)
2000
m
Restated(1)
1999
m
Restated(1)
1,012.2
(76.9)
880.9
(74.6)
711.7
(38.3)
525.3
(9.0)
428.6
(4.7)
Turnover
Cost of sales
935.3
(576.1)
806.3
(546.1)
673.4
(420.7)
516.3
(331.9)
423.9
(284.8)
Gross profit
Administrative expenses
359.2
(409.1)
260.2
(246.3)
252.7
(225.8)
184.4
(156.6)
139.1
(114.2)
(49.9)
(8.0)
(41.8)
(0.1)
13.9
24.8
(9.4)
(1.5)
26.9
39.1
(8.9)
(3.3)
27.8
34.7
(4.6)
(2.3)
24.9
27.0
(0.5)
(1.6)
14.2
14.5
8.7
3.2
0.9
6.3
3.8
2.5
3.6
3.0
0.6
3.7
3.5
0.2
3.6
3.5
0.1
6.4
6.3
0.1
Operating (loss)/profit:
Group excluding Share of Joint Venture
Operations
Amortisation and impairment of goodwill
Operating profit: Share of Joint Ventures
Operations
Joint Ventures
(16.4)
Interest payable and similar charges

Operations
Joint Ventures
(15.8)
(5.8)
(10.0)
(11.1)
(3.6)
(7.5)
(8.1)
(3.5)
(4.6)
(3.6)
(1.2)
(2.4)
(1.4)
(0.4)
(1.0)
(Loss)/profit on ordinary activities before taxation

Operations
Joint Ventures
(61.6)
(10.1)
6.7
(41.8)
(16.4)
20.9
24.0
7.6
(9.4)
(1.3)
31.2
39.0
4.3
(8.9)
(3.2)
31.0
37.1
0.9
(4.6)
(2.4)
30.8
32.9
(0.5)
(1.6)
7.3
9.1
(1.8)
(9.1)
(7.0)
(2.1)
(11.5)
(10.3)
(1.2)
(11.1)
(10.9)
(0.2)
(10.1)
(10.0)
(0.1)
(54.3)
(17.4)
4.9
(41.8)
11.8
15.7
5.5
(9.4)
19.7
26.9
3.1
(8.9)
(1.4)
19.9
24.5
0.7
(4.6)
(0.7)
20.7
22.6
(0.1)
(0.5)
(1.3)
(2.8)
(10.2)
(9.9)
(8.8)
(7.7)
(57.1)
1.6
9.8
11.1
13.0
(58.7)p
(58.7)p
16.5p
3.00p
13.1p
12.8p
31.4p
11.34p
21.9p
21.2p
30.2p
10.80p
23.0p
22.1p
26.5p
10.00p
24.6p
23.2p
21.3p
9.25p
Taxation on loss/profit on ordinary activities

Operations
Joint Ventures
(Loss)/profit on ordinary activities after taxation
Operations
Joint Ventures
Dividends
Retained (loss)/profit for the year transferred to reserves
Basic (loss)/earnings per share
Fully Diluted earnings per share
Adjusted earnings per share(2)
Dividends per share
(1)
(2)
All comparatives restated following adoption of FRS 19 and UITF Abstract 34.
Adjusted earnings per share is before Metronet bid costs, amortisation of goodwill and pension surplus, exceptional items and Employee Benefit Trusts.
72

Five year summary
Five year summary continued

Consolidated balance sheet as at 31 March
2003
m
2002
m
2001
m
Restated(1)
2000
m
Restated(1)
1999
m
Restated(1)
49.5
65.4
19.5
14.7
72.7
74.5
17.4
29.0
0.7
75.3
34.9
11.2
16.1
0.1
81.0
29.3
5.9
13.5
0.1
5.5
19.1
4.2
14.8
149.1
194.3
137.6
129.8
43.6
0.4
244.2
7.5
44.8
0.8
228.8
9.3
25.8
0.2
188.0
17.3
71.0
0.3
161.9
15.6
52.6
0.2
96.2
64.6
48.5
296.9
264.7
276.5
230.4
209.5
(302.5)
(276.3)
(231.3)
(197.0)
(158.5)
(5.6)
(11.6)
45.2
33.4
51.0
Fixed assets
Intangible assets
Tangible assets
Investments in Joint Ventures
Investments own shares
Investments other
Current assets
Stocks
Debtors
Investments
Current liabilities
Net current (liabilities)/assets
143.5
182.7
182.8
163.2
94.6
Creditors: amounts falling due after more than one year

(51.1)
(22.7)
(43.4)
(23.9)
(40.5)
(29.1)
(40.4)
(24.0)
(2.4)
(18.6)
Net assets
69.7
115.4
113.2
98.8
73.6

Merger reserve
0.5
55.4
0.2
8.7
4.9
0.5
42.1
0.2
8.7
63.9
0.5
41.0
0.2
8.7
62.8
0.5
37.3
0.2
8.7
52.1
0.5
31.8
0.2
41.1
69.7
115.4
113.2
98.8
73.6
(1)

Five year summary
73

Consolidated cash flow for years ended 31 March
2003
m
2002
m
(49.9)
(8.0)
(41.8)
(0.1)
Depreciation charges
Impairment of fixed assets
Amortisation of own shares
Loss/(profit) on disposal of tangible fixed assets
(Profit)/loss on disposal of current asset investments
Loss/(profit) on disposal of fixed asset investments own shares
(Profit) on disposal of current asset non-liquid investments
Decrease/(increase) in stocks
Decrease/(increase) in debtors
(Decrease)/Increase in other creditors due within one year
Increase in other creditors due after one year
Increase/(decrease) in other provisions for liabilities and charges
(Decrease)/(increase) in pension fund provision
Exchange rate effect on current assets
Operations
Operating loss/(profit)
Operations
Increase/(decrease) in amounts due to sub-contractors

Dividends received from Joint Ventures and Associates
Returns on investments and servicing of finance
Taxation
Capital expenditure and financial investment
Acquisitions and disposals
Equity dividends paid
Management of liquid resources
Financing
(1)
2001
m
Restated(1)
2000
m
Restated(1)
1999
m
Restated(1)
13.9
24.8
(9.4)
(1.5)
26.9
39.1
(8.9)
(3.3)
27.8
34.7
(4.6)
(2.3)
24.9
27.0
(0.5)
(1.6)
22.2
1.8
11.1
30.7
(0.4)
0.4
0.3
(0.1)
0.4
9.0
(4.2)
0.6
4.6
(5.8)
(0.6)
17.1
9.4
1.8
(0.3)
(0.1)
(0.7)
(0.6)
(42.2)
35.0
1.2
(5.2)
11.5
8.9
3.6
(0.7)
(0.3)
(0.1)
0.1
(22.1)
15.6
0.5
5.1
0.1
9.3
4.7
3.1
(0.4)
0.5
(0.1)
(45.4)
13.6
0.8
0.2
5.2
7.1
0.5
2.4
(0.6)
(13.1)
(2.5)
2.4
(0.1)
5.8
20.1
19.5
0.6
29.3
29.6
(0.3)
49.1
47.2
1.9
19.3
19.0
0.3
26.8
25.7
1.1
6.5
(9.0)
12.1
1.5
0.5
26.6
6.5
(2.2)
(1.8)
(18.8)
(9.4)
(6.6)
1.7
34.3
20.3
0.8
(0.4)
(11.0)
(66.6)
(9.6)
(8.9)
7.8
12.5
61.2
0.6
0.5
(12.2)
(19.1)
(1.3)
(8.1)
(1.4)
(1.8)
20.8
3.0
(14.4)
(5.8)
(61.6)
(8.0)
49.1
17.8
27.3
5.8
(9.0)
(15.2)
(1.4)
(7.1)
(12.7)
30.3
(55.1)
18.4
0.9
(12.3)
74

Five year summary

Reconciliation of net cash flow to movement in net debt
2003
m
2002
m
2001
m
Restated(1)
2000
m
Restated(1)
1999
m
Restated(1)
30.3
2.7
(1.7)
(33.0)
0.8
(4.6)
(55.1)
2.9
(7.8)
(12.3)
0.4
(3.4)
18.4
3.1
1.4
(1.9)
0.7
(0.1)
0.9
1.5
(49.1)
(0.6)
3.0
(28.3)
(12.3)
12.7
(Increase)/decrease in net debt resulting from cash flows
(5.5)
(75.3)
21.6
(72.6)
0.4
Increase in net debt from new finance leases

Increase in net debt from loan note issue
Increase/(decrease) in current asset investment market value
Profit/(loss) on sale of current asset investments
Translation differences
(3.6)
0.1
0.5
(2.9)
(0.2)
0.1
0.1
(2.6)
0.4
(0.1)
(2.1)
(8.1)
(2.8)
(0.3)
(0.5)
(0.8)
0.1
(0.1)
Movement in year
Net (debt)/funds at 1 April
(8.5)
(37.3)
(78.2)
40.9
17.2
23.7
(85.1)
108.8
0.4
108.4
Net (debt)/funds at 31 March
(45.8)
(37.3)
40.9
23.7
108.8
Cash outflow due to lease repayment
Cash inflow/(outflow) due to change in liquid resources
Cash inflow from short-term loans (non-EBT)
Cash outflow from redemption of loan stock
Cash outflow from short-term EBT loans
Cash inflow from long-term loans
(1)

Five year summary
75
Annual General Meeting
The Annual General Meeting will be at 4.30pm on 16 September 2003 at the Chalk Lane Hotel, Chalk Lane, Epsom, Surrey. The full
Notice of the Meeting and proxy card is enclosed with this report.
Company Secretary and registered office
Amanda Massie, WS Atkins plc, Woodcote Grove, Ashley Road, Epsom, Surrey, KT18 5BW.
Shareholder services
Registrar
Administrative enquiries about the holding of WS Atkins plc shares should be directed in the first instance to the Registrar whose address
is The Registrar, Registration Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4BR. Website: www.capita-irg.com
Share dealing service
Details of a postal dealing service can be obtained from: WS Atkins plc Share Dealing Service, Cazenove & Co. Ltd, 20 Moorgate,
London, EC2R 6DA. Telephone: 020 7155 5155 Website: www.cazenove.com
Dividend reinvestment plan
A dividend reinvestment plan is available by which ordinary shareholders may invest the whole of their cash dividends in
WS Atkins plc ordinary shares. Current shareholders will receive further details with the notice of the Annual General Meeting.
Ordinary shareholders on the register on 8 August 2003 may participate in the plan provided their application forms are
received by 9 September 2003.
Copies of the explanatory brochure and application form are available from the Registrar.
Amalgamation of accounts
Shareholders who receive duplicate sets of Company mailings owing to multiple accounts in their name should write to the Registrar
to have their accounts amalgamated.
Unsolicited mail
The Company is obliged by law to make its share register available to other organisations who may then use it for a mailing list.
If you wish to limit the receipt of unsolicited mail you may do so by writing to: The Mailing Preference Service (MPS), Freepost 22,
London W1E 7EZ. MPS will then notify the bodies which support its service that you do not wish to receive unsolicited mail.
Registered office and advisors
Registered office:
WS Atkins plc
Woodcote Grove
Ashley Road
Epsom
Surrey KT18 5BW
Registered number: 1885586
Auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6NN
Bankers
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
Solicitors
Freshfields Bruckhaus Deringer
65 Fleet Street
London EC4Y 1HS
Barclays Bank plc

PO Box 544
54 Lombard Street
London EC3V 9EX
Stockbrokers
Cazenove & Co. Ltd
20 Moorgate
London EC2R 6DA
HSBC Bank plc

70 Pall Mall
London SW1Y 5EZ
Investment bankers
N M Rothschild & Sons Limited
New Court
St Swithins Lane
London EC4P 4DU
76

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WS Atkins plc
Woodcote Grove
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WS Atkins plc
Annual Report 2003

Annual 03

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Annual 03

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WS Atkins plc

Annual Report 2003

Consolidated profit and loss account

Atkins is a leading provider of consultancy and

Exceptional items before tax

(Loss)/profit before tax

PFI/PPP bid costs

Dividend per share

More information on all the

WS Atkins plc Annual Report 2003

Highways & Transportation

Design, Environment and Engineering (DE2)

Percentage of Group turnover

Percentage of Group turnover

Atkins is one of the foremost providers of

Design and Government Services provides

Atkins is the UK market leader in highway

Although predominantly public-sector

WS Atkins plc Annual Report 2003

Aviation & Defence Systems

Cost management (Faithful & Gould)

Percentage of Group turnover

Percentage of Group turnover

Percentage of Group turnover

Industry provides consultancy and design

Commercial Services provides cost and

The services we provide include technical,

Faithful & Gould (F&G) is one of the UKs

Our North American operations comprise

Our clients include blue chip private sector

Lambert Smith Hampton (LSH) provides

Outside the US, the primary overseas

WS Atkins plc Annual Report 2003

WS Atkins plc Annual Report 2003

Atkins strength is in the skill and

3 Atkins has participated in the

Robin Southwell, the former Chief

WS Atkins plc Annual Report 2003

1 Atkins is designing and

WS Atkins plc Annual Report 2003

contracts with the Highways Agency and

Working for a better Tube

Metronets 30 year partnership with

WS Atkins plc Annual Report 2003

Atkins brings a diverse range of skills

1 Atkins is working with the

Design & Government Services

WS Atkins plc Annual Report 2003

In Asset Management, the focus was

3 Atkins has embarked on detailed

WS Atkins plc Annual Report 2003

These latest commissions reflect

During the year our Highways &

The 190m Highways Agency

WS Atkins plc Annual Report 2003

We are also creating strategic alliances

1 Atkins is helping to build a

Rest of the world

Our USA operations experienced mixed

International Joint Ventures

International Joint Ventures continue to

Workload remained unpredictable

WS Atkins plc Annual Report 2003

Since my appointment as Group Finance Director