mott macdonald limited report and financial …...2018/03/28 · maintain iso 14001 certification...

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Head officeMott MacDonald

Mott MacDonald House8-10 Sydenham RoadCroydon CRO 2EEUnited kingdom

t +44 (0)20 8774 2000f +44 (0)20 8681 5706

www.mottmac.com

Mott MacDonald LimitedReport and financial statements31 December 2011

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Mott MacDonald Limited

DirectorsKeith Howells ChairmanRichard Williams Managing DirectorMike Barker Marian BrooksChris DavisKevin DixonGuy LeonardKevin Stovell Chris Trinder

Chief Financial OfficerEd Roud

Company SecretaryPhilip Gregory

AuditorsGrant Thornton UK LLPGrant Thornton HouseMelton StreetEuston SquareLondon NW1 2EP

Registered officeMott MacDonald House8-10 Sydenham RoadCroydon CR0 2EE

Registered No. 1243967

t +44 (0)20 8774 2000f +44 (0)20 8681 5706w www.mottmac.com

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Corporate responsibility

We report annually on our corporate responsibility performance. Our 2010/2011 report showed we achieved most of the goals we set ourselves and we are acting to realise the few not on target. The goals and our assessment are shown here – the full report is at www.mottmac.com/corporateresponsibility.

CustomersImprove customer satisfaction by 1% or more. Maintain ISO 9001 certification for quality management. Extend practice manager and leader networks to enhance knowledge management. Encourage and recognise innovation and excellence through internal and external awards. Retain and grow global talent to maintain unrivalled expertise.

Customer satisfaction up 1% to 84%. Practice leader network expanded. 210 external awards won in 2010/2011. New skills, services and locations added.

SustainabilityWiden use of INDUS design methodology and tools to measure projects’ whole-life carbon and report on benefits. Cut carbon emissions per person by 5%. Maintain ISO 14001 certification for environmental management. Strengthen office environment action plans to cut energy and resource use.

Work ongoing to develop and embed our tools by demonstrating benefits. Large scale carbon cuts in 2008 and 2009 put us ahead of our long-term targets for reducing emissions but 2010 measured emissions were 4% higher per person than in 2009, partly due to greater international travel as we seek to expand in the higher growth economies.

StaffImprove training availability and quality. Improve quality of data from diversity monitoring. Conduct staff surveys and act on results. Further improve Mott MacDonald’s attractiveness as employer of choice. Be aware of our cultural and linguistic diversity and act to assure inclusion and integration.

Continued investment in learning and development. Young professionals programme has helped cut staff turnover by 66%. All mandatory courses online in 12 languages. Two external awards indicate we are still

the leading employer in our field in key markets. Mandatory diversity training introduced for UK staff.

CommunitiesComplete our first Community Support Programme (CSP) project and identify replacement. Continue to support staff charitable activities. Match/exceed level of prior year donations. Continue promoting our professions to young people through school and college programmes. Work with customer and partner organisations to develop local skills and opportunities and maximise projects’ local benefits.

In November 2011 our first CSP project opened – a school/cyclone shelter in Titkata, Bangladesh. Maintained support for charities and schools through direct giving, support for staff and contributions in kind. The apprenticeship programme we initiated in 2010 is growing rapidly.

Risk, safety and ethicsFurther reinforce our risk management approach, known as CLASS. Make decisions based on knowledge of the risks. Continue to strengthen guidance on ethical behaviour. Further reduce lost time accidents while improving near miss reporting. Extend certification to OHSAS 18001 for health and safety management as appropriate.

All new staff are inducted into CLASS and 85% of staff now trained. CLASS incorporated into professional development reviews for all staff. New mandatory ethics training introduced in 2010 now completed by 94% of staff. Ethics is a major theme in communications to staff and those with whom we do business. Head of compliance appointed in 2010 to audit our offices and projects. Lost time accidents reduced by 10%. Our business is compliant with OHSAS 18001. We have now fully certified our oil and gas business and many offices specialising in building and transportation engineering.

Keith HowellsChairman2 March 2012

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Business review

Financial performanceGross revenue at £531m was 7% down on last year with the business continuing to be challenged in many markets by economic recession and uncertainty. Regulated markets in the UK associated with power, water and rail have, however, seen better opportunities for profitable growth.

Markets in the Middle East have been depressed with limited growth opportunities, unlike the Asian markets where growth has been encouraging.

Underlying operating profit in the management accounts was 5% up on last year with an improvement in the margin of 0.5%. Much of this improvement has followed restructuring to scale back the cost base and resources to better match the available work in the company’s core markets.

In the statutory accounts, operating profit is down on 2010. However, most of this is driven by unrealised exchange on working capital, and provisions for intercompany debts from embryonic group undertakings experiencing challenging markets.

Other finance income of £2.9m relates to FRS17 pension accounting. This is the difference between income from the scheme’s assets and interest on its liabilities.

Contracted workload for 2012 is at a similar level to that of a year ago for 2011 and little growth is expected in the prevailing market conditions. Nonetheless profit is expected to improve again, as steps continue to be taken to improve efficiency and staff utilisation, and to more tightly manage overheads.

Financial positionNet assets have fallen from £291m to £275m. This is due to the year’s profit of £9.9m being more than offset by a net FRS17 pension cost of £25.8m, leaving a loss of £15.9m. This loss is largely driven by FRS17 pension accounting and it masks the increase in profits and improved margins evident from tighter management of the business.

Gearing and cash flowAt 31 December 2011 net cash was £30.6m, up slightly on the position at the start of the year (£28.8m). Liquidity ratios are strong and the working capital slippage experienced in 2010 in the UK and Middle East has been addressed. Net gearing remained at nil throughout the year, with the company continuing to generate good cash flow from its operations.

The parent company, Mott MacDonald Group Limited, has £60m committed facilities in place until December 2014. It also has bond facilities to provide tender bonds, performance bonds and advance payment bonds in the normal course of business.

Looking forwardWe are expecting to see only marginal improvement in the UK in 2012. The Middle East and Asia Pacific are expected to offer most scope for profitable growth above inflation.

Internally the company will continue to seek more process efficiency, better operational management and more cost savings in order to remain competitive as it pursues profitable growth.

Our order book is holding up well and our focus on financial and budgetary control ensures we remain cash positive with a strong balance sheet, able to fund our ongoing business and to invest for growth.

Whilst the economic outlook continues to be challenging, demand for our core services remains. Growing infrastructure requirements and social development across the globe will continue to demand the key skills Mott MacDonald can bring to the market place. We can expect a positive future.

Richard WilliamsManaging Director2 March 2012

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Directors’ report

The directors present their report, together with the audited financial statements of the company for the year ended 31 December 2011.

RegistrationMott MacDonald Limited is a company registered in England and Wales with registered number 1243967.

Results and dividendsThe profit for the year after taxation amounts to £9.9m. The directors do not propose a final dividend.

Principal activities and business reviewMott MacDonald is one of the world’s leading engineering, management and development consultancies. Its core business sectors are buildings, communications, education, environment, health, industry, international development, oil and gas, power, transport, urban development and water.

The corporate responsibility statement and business review outline Mott MacDonald’s performance in the past year and future prospects, covering a number of key performance indicators which are monitored by the Board.

Future developmentsThe directors intend to continue with a strategy and management policies designed to maintain the company’s position as a leading international consultancy business.

Directors The following were directors of the company during the year ended 31 December 2011: Mike Barker Martin HornsbyMarian Brooks Keith HowellsChris Davis Guy LeonardRichard Williams Kevin StovellKevin Dixon Chris Trinder

Martin Hornsby resigned as director on 14 September 2011.

Employment policiesThe company actively encourages employees to play a part in developing the company’s business and in enhancing its performance. Increasing share ownership among senior staff worldwide in the ultimate parent undertaking, Mott MacDonald Group Limited, is a key element of this policy. In addition to operating various performance pay schemes, the Group recognises individual contributions through merit bonuses and annual awards. These include our long-standing Milne Award for Innovation, the Project Manager of the Year Award, Best Paper Award, the Chairman’s Award for customer care and our Community Awards for charitable work.

The company proactively informs staff on general, financial and economic factors influencing the company, as well as on all matters affecting them directly. This is achieved through our intranet, staff councils and briefings, chairman’s emails, letters, local and regional staff newsletters and copies of all the company’s corporate magazines and reports plus our strategic plan summary.

The company’s policy and practice is to employ staff from a very wide diversity of backgrounds and to ensure that training, career development, remuneration and promotional opportunities, both for new and existing employees, are based solely on aptitude, ability and work ethic. The company wishes to ensure that no discrimination occurs, either directly or indirectly, against individuals with disability on the grounds of that disability in relation to recruitment, promotion, training, benefits, terms and conditions of employment and dismissal. Wherever possible, reasonable adjustments will be made to either the workplace, workstation or working environment to help disabled employees cope with their disabilities.

Charitable and political contributionsDuring the year the company made donations to recognised charities of £89,974. The company made no contributions to UK political parties.

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Directors’ report

International Financial Reporting StandardsThe company has the option to prepare financial statements under International Financial Reporting Standards for the year ended 31 December 2011. Following consideration of this matter, the directors have decided to continue applying UK Accounting Standards and achieve alignment with International Financial Reporting Standards, in accordance with the Accounting Standards Board’s revised proposals for the future of Financial Reporting Standards in the UK.

Going concernAfter considering the company’s future prospects, its cash flow forecasts and bank facilities available, the directors have full expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.

The budgets and business plans set for 2012 show modest growth in gross revenue and profit with margin improvement and positive cash flow.

Business riskA comprehensive risk management process is operated which encompasses risks for the company, for each business unit and the divisions within each business unit, as well as for major or technically challenging projects. This process includes the generation of risk logs, identification and implementation of mitigation measures and periodic review of these.

The key corporate risks highlighted in the risk register are the potential for uninsured claims, health and safety incidents, a severe economic downturn in our UK businesses, loss of reputation and pension scheme funding. Our risk management process is designed to highlight the drivers of these risks and the actions required to mitigate their impact on the business, so that effective action can be taken on a timely basis. During 2011, we strengthened the implementation of our anti

corruption policy to help safeguard our reputation. We have comprehensive professional indemnity, public liability and employer's liability insurance policies in place to help mitigate risk.

Our geographic and sectoral business diversity helps to protect us against economic downturn. We have in place a long term recovery plan, agreed with the Scheme Trustees and Pension Regulator to address the deficit in the UK pension scheme.

We have directives in place which define our policies and processes and aim to ensure that risks are managed effectively. Our quality, environment and safety (QES) system, applied to all projects, is also designed to promote risk management through various planning, checking and review processes.

Training in our CLASS approach to risk management has been rolled out to staff to improve awareness of project risks and mitigation.

Financial riskThe company has a variety of controls and processes to ensure that liquidity risk, credit risk and exchange risk are effectively managed to minimise risk of financial loss. The more important aspects are:

• For investments, all counterparties must meet the company’s minimum credit rating of A-1 long term and P-1 short term.

• There is no speculative use of derivatives, currency or other instruments.

• In evaluating transaction exchange rate risk, the company matches currency earnings with currency costs, with the net exposure hedged with forward currency contracts where possible.

• Credit control procedures which operate at bidding stage and for the duration of contracts.

• Working capital and cash flow management with regular reporting to the executive team.

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In so far as each of the directors is aware:

• there is no relevant audit information of which the company’s auditors are unaware; and

• the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. United Kingdom legislation governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

AuditorsGrant Thornton UK LLP offer themselves for reappointment as auditors in accordance with section 485 of the Companies Act 2006.

Approved by the board of directors and signed on its behalf:

Philip GregoryCompany Secretary2 March 2012

Directors’ report

Statement of directors’ responsibilitiesThe directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.Company law requires the directors to prepare financial statements for each financial year.

Under that law the directors have elected to prepare financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws).

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently

• make judgments and estimates that are reasonable and prudent

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements

• prepare the financial statements on the going concern basis unless inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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Independent auditor’s report

We have audited the financial statements of Mott MacDonald Limited for the year ended 31 December 2011 which comprise the profit and loss account, the statement of total recognised gains and losses, the reconciliation of shareholders’ funds, the balance sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditorsAs explained more fully in the statement of directors’ responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.

Scope of the audit of the financial statementsA description of the scope of an audit of financial statements is provided on the APB’s website atwww.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statementsIn our opinion the financial statements:

• give a true and fair view of the state of the company’s affairs as at 31 December 2011 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006In our opinion the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Stephen MaslinSenior Statutory Auditorfor and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered AccountantsLondon2 March 2012

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2011 2010

Notes £000 £000

Gross revenue 2 531,425 572,826

Cost of sales (344,185) (372,579)

Gross profit 187,240 200,247

Administrative expenses (177,844) (174,341)

Operating profit 3 9,396 25,906

Income from other fixed asset investments 61 –

Profit on ordinary activities before interest 9,457 25,906

Net interest receivable 6 387 583

Other finance income/(cost) 19 2,900 (1,500)

Profit on ordinary activities before taxation 12,744 24,989

Tax on profit on ordinary activities 7(a) (2,888) (4,357)

Profit on ordinary activities after taxation 17 9,856 20,632

The company’s gross revenue and operating profit relate to continuing operations.

Profit and loss accountfor the year ended 31 December 2011

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2011 2010

Notes £000 £000

Profit attributable to members of the parent undertaking 17 9,856 20,632

Actuarial (loss)/gain on pension scheme 17, 19 (28,600) 44,800

Deferred tax on actuarial loss/(gain) 7(c), 17 7,150 (12,208)

Deferred tax on additional pension contribution 7(c), 17 (3,060) (2,770)

Deferred tax rate change on opening pension scheme deficit 7(c), 17 (1,290) (842)

Total recognised gains and losses for the year (15,944) 49,612

Reconciliation of shareholders’ fundsfor the year ended 31 December 2011

2011 2010

Notes £000 £000

Total recognised gains and losses for the year (15,944) 49,612

Dividends 8 – (5,111)

Undistributed total recognised gains and losses (15,944) 44,501

Shareholders’ funds at 1 January 291,158 246,657

Shareholders’ funds at 31 December 275,214 291,158

Statement of total recognised gains and lossesfor the year ended 31 December 2011

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2011 2010

Notes £000 £000

Fixed assetsTangible assets 10 5,261 5,932

Investments 11 13,863 13,457

19,124 19,389

Current assetsDebtors 12 467,496 475,904

Cash at bank and in hand 30,551 28,758

498,047 504,662

Creditors: amounts falling due within one year 13 (210,375) (203,149)

Net current assets 287,672 301,513

Total assets less current liabilities 306,796 320,902

Provisions for liabilities 15 (530) (979)

Net assets excluding pension liability 306,266 319,923

Pension liability 19 (31,052) (28,765)

Net assets including pension liability 275,214 291,158

Capital and reservesCalled up share capital 16 10,000 10,000

Profit and loss account 17 265,214 281,158

Shareholders’ funds 275,214 291,158

These financial statements were approved by the Board of Directors on 2 March 2012.

K J HowellsChairman

Balance sheetat 31 December 2011

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Mott MacDonald LimitedNotes to the financial statementsat 31 December 2011

1. Accounting policies

Basis of preparationThe financial statements are prepared in accordance with applicable accounting standards under UK GAAP

(‘Generally Accepted Accounting Practice’).

In accordance with Financial Reporting Standard 18 ‘Accounting Policies’, the directors have reviewed the

circumstances of the company and considered the appropriateness of its accounting policies, which have

remained unchanged from the previous year.

The company is exempt from preparing consolidated financial statements on the grounds that it qualifies as an

intermediate parent company under Section 400 of the Companies Act 2006. These financial statements

therefore present information about the company as an individual undertaking and not about its group.

After considering the company’s future prospects, its cash flow forecasts and bank facilities available, the

directors have full expectation that the company has adequate resources to continue in operational existence for

the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial

statements.

The principal accounting policies of the company are set out below.

GoodwillGoodwill represents the excess of the fair value of the consideration given over the fair values of the identifiable

net assets acquired.

Purchased goodwill, whether positive or negative, arising on acquisitions on or after 1 January 1998 is

capitalised and amortised through the profit and loss account over the directors’ estimate of its useful life,

subject to a maximum of twenty years. Impairment reviews are carried out if events or circumstances indicate

that the carrying value of goodwill will not be recovered in full. Any diminution in value is charged through the

profit and loss account.

If a business is subsequently sold or closed, any goodwill arising on acquisition (whether positive or negative)

that has not been amortised is taken into account in determining the profit or loss on sale or closure and

charged or credited to the profit and loss account as appropriate.

Tangible fixed assetsTangible fixed assets are stated at cost, net of depreciation and any provision for impairment.

Depreciation is provided to write off the cost less estimated residual value of all tangible fixed assets over

their estimated economic lives. The depreciation rates used are as follows:

Freehold buildings 2% on a straight line basis

Fixtures, fittings and equipment 10% – 33% on a straight line basis

Motor vehicles 25% on a straight line basis

Leased assets straight line basis over the period of the lease term

Gross revenueThe term ‘gross revenue’ used in these financial statements is the same as the statutory definition of turnover

contained in the Companies Act 2006, Section 474.

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1. Accounting policies (continued)

Gross revenue (continued)

Gross revenue represents the fair value of the consideration receivable in respect of services provided during

the year, inclusive of direct expenses incurred but excluding Value Added Tax.

Gross revenue is recognised in the profit and loss account by reference to the stage of completion of the

contract at the balance sheet date, provided that a right to consideration has been obtained through

performance.

Consideration accrues as contract activity progresses by reference to the value of work performed, which

coincides with costs incurred, and this is estimated by reference to costs incurred to date compared to expected

lifetime costs. Hence gross revenue represents the cost appropriate to the stage of completion of each contract

plus attributable profits, less amounts recognised in previous years where relevant.

Full provision is made for losses on all contracts in the year in which they are first foreseen.

Amounts recoverable on contracts represents the excess work done to date including attributable profit over

cumulative progress payments received and receivable. Where the progress payments received and receivable

exceed the value of the work done to date, the excess is shown within creditors as payments on account.

Research and developmentResearch and development costs are charged to the profit and loss account in the year that they are incurred.

Fixed asset investmentsFixed asset investments are carried in the balance sheet at cost less any provision for impairment.

TaxationCurrent tax including UK corporation tax is provided on amounts expected to be paid (or recovered) using the

tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Deferred taxationDeferred tax is recognised in respect of all timing differences that have originated but not reversed at the

balance sheet date where transactions or events have occurred at that date that will result in an obligation

to pay more, or a right to pay less or to receive more tax, with the following exceptions:

● provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fixed

assets and gains on disposal of fixed assets that have been rolled over into replacement assets, only to

the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned.

However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is

more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only

where the replacement assets are sold;

● deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not

that there will be suitable taxable profits from which the future reversal of the underlying timing differences

can be deducted.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in

which timing differences reverse, based on tax rates and laws enacted or substantially enacted at the balance

sheet date.

Notes to the financial statementsat 31 December 2011

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DividendsDividends are only reflected in the financial statements to the extent that at the balance sheet date, they are

declared and paid or declared as a final dividend in a general meeting.

Foreign currenciesTransactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction or at

the contracted rate if the transaction is covered by a forward exchange contract. Monetary assets and liabilities

denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date or if

appropriate at the forward contract rate. All differences are taken to the profit and loss account.

Foreign operations which are conducted through foreign branches are accounted for in accordance with the

nature of the business operations concerned. Where such a branch operates as a separate business with local

finance, it is accounted for using the closing rate method. Where the foreign branch operates as an extension

of the company’s trade and its cash flows have a direct impact upon those of the company, the temporal method

is used.

Leasing and hire purchase commitmentsLeases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and

rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance lease and hire purchase contracts are capitalised as if they had been purchased

outright. The amount capitalised is the present value of the minimum lease payments payable during the term

of the lease. The interest element of the rental obligation is charged to the profit and loss account over the

period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Rentals paid under operating leases are charged to income on a straight line basis over the lease term.

PensionsThe company operates two pension schemes in the UK. These are described more fully in note 19.

Pension costs charged against operating profit for the defined contribution schemes are the contributions

payable in respect of the accounting period.

All defined benefit schemes are now closed to future accrual of benefits and the surpluses or deficits are

determined by the actuary.

Scheme assets are measured at fair values. Scheme liabilities are measured on an actuarial basis using the

‘Attained Age’ method and are discounted at appropriate high quality corporate bond rates. The net surplus or

deficit, adjusted for deferred tax, is presented separately from other net assets on the balance sheet.

A net surplus is recognised only to the extent that it is recoverable by the company.

The current service costs and costs or gains from settlements and curtailments are charged against operating

profit. Past service costs are spread over the period until the benefit increases vest. Interest on scheme liabilities

and the expected return on scheme assets are included in other finance costs or income. Actuarial gains and

losses are reported in the statement of total recognised gains and losses.

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Derivative financial instrumentsDerivative financial instruments are used by the company mainly for the management of its foreign currency

and interest rate exposures. Gains or losses in respect of these arrangements are recognised in the profit and

loss account on maturity.

2. Gross revenue and segmental analysis

Gross revenue is wholly attributable to one continuing activity, the provision of consulting services.

Gross revenue by destination:2011 2010

£000 £000

Europe and Africa 409,907 420,306

Middle East and South Asia 97,070 131,371

Asia Pacific and Australasia 17,365 13,936

Americas 7,083 7,213

531,425 572,826

3. Operating profit

This is stated after charging/(crediting):2011 2010

£000 £000

Auditor’s remuneration – audit services 240 239

– non-audit services

– taxation 2 –

– other 55 38

57 38

In addition to the above, the auditors received £Nil (2010 − £57,000)

in relation to due diligence work which is capitalised in the balance

sheet as part of cost of investments.

Net curtailment gain in pension scheme (note 19) (6,700) –

Foreign exchange losses/(gains) 3,030 (3,802)

Depreciation 3,194 3,519

Operating lease rentals – vehicles and equipment 22 31

– land and buildings 11,318 11,250

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4. Directors’ remuneration2011 2010

£000 £000

Emoluments (excluding pension contributions) 3,781 3,443

The emoluments (excluding pension contributions) of the highest paid director were £642,403 (2010 − £651,431).

During the year £305,909 (2010 − £208,779) of contributions were paid to either the defined contribution section

of the Mott MacDonald Pension Scheme (‘the Scheme’), the Stakeholder Scheme or the GPP scheme in

respect of 9 (2010 − 8) directors of which £65,832 related to the highest paid director. Of these amounts,

£230,909 was a contracted payment by the company (£40,832 in relation to the highest paid director), with the

balance being payments made by the company through a flexible salary waiver arrangement with the directors.

These directors also have benefits under the closed defined benefit section of the Scheme. The accrued

pension at 31 December 2011 for the highest paid director was £35,289 (2010 − £30,868).

The Scheme provides an option to commute part of this pension for a lump sum. The lump sum is calculated

in accordance with HM Revenue & Customs rules using a Scheme specific formula, which amounted to

£174,872 at 31 December 2011 for the highest paid director.

5. Staff costs2011 2010

£000 £000

Salaries 236,166 241,534

Social security costs 23,724 23,559

Other pension costs 39,400 38,265

299,290 303,358

The average number of persons employed by the company(including directors) during the year was made up as follows:

No. No.

Management 399 387

Technical staff 4,332 4,683

Administrative staff 897 925

5,628 5,995

The actual number of permanent staff at 31 December was: 5,510 5,707


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6. Net interest receivable2011 2010

£000 £000

Interest receivable 595 727

Interest payable:

Other interest (208) (144)

Net interest receivable 387 583

7. Tax

(a) Tax on profit on ordinary activities2011 2010

£000 £000

The taxation charge is made up as follows:

Current tax:

UK corporation tax 4 4,981

Non-UK tax 769 558

773 5,539

Double taxation relief – (136)

773 5,403

Adjustments in respect of previous years:

UK corporation tax (216) (282)

Non-UK tax 50 147

Total current tax (note 7(b)) 607 5,268

Deferred tax:

Origination and reversal of timing differences 2,363 (335)

Effect of decreased tax rate on opening asset 290 77

Adjustments in respect of previous years (372) (653)

Total deferred tax charge/(credit) (note 7(c)) 2,281 (911)

Tax on profit on ordinary activities 2,888 4,357

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7. Tax (continued)

(b) Factors affecting current tax charge for year

The tax provided for the year is lower than the amount computed at the average rate of corporation tax in the

UK of 26.5% (2010 − 28%). The differences are explained below. The average rate for 2011 reflects the

reduction from 28% to 26% substantively enacted on 29 March 2011 with effect from 1 April 2011.

2011 2010

£000 £000

Profit on ordinary activities before taxation 12,744 24,989

Profit on ordinary activities multiplied by average rate of corporation tax in the

UK of 26.5% (2010 – 28%) 3,377 6,997

Effects of:

Timing differences including provisions, depreciation and capital allowances (2,659) 258

Net higher tax on non-UK earnings 737 310

Adjustments in respect of previous years (166) (135)

Contribution to the Employee Trust – 921

Expenses not deductible for tax purposes 3,497 1,875

Research and development relief (954) (1,110)

Pension contribution and other items (3,244) (2,846)

Rate change on closing timing differences 148 88

Tax losses (129) (1,090)

Total current tax (note 7(a)) 607 5,268

Adjustments in respect of previous years include the effects of changes in tax legislation or interpretations

and revisions of estimates used in establishing prior year tax provisions.

The items listed above which explain why the tax charge for the current year is lower than the average

corporation tax in the UK are likely to impact on tax charges of future years as well, although their exact

quantum will vary with time and circumstances.

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7. Tax (continued)

(c) Deferred tax2011 2010

£000 £000

The deferred tax included in the balance sheet is as follows:

Included in debtors (note 12) 4,132 4,092

Included in arriving at net pension liability (note 19) 15,149 14,670

19,281 18,762

The elements of deferred taxation are as follows:

Excess of book depreciation over tax allowances on fixed assets 2,366 2,496

Other timing differences 1,766 1,596

Pension cost 16,749 15,624

Effect of other finance income (1,600) (954)

19,281 18,762

The movement in the year was:

At 1 January 18,762 33,676

Deferred tax (charge)/credit in the profit and loss account (note 7(a)) (2,281) 911

Deferred tax credit/(charge) in the statement of total recognised gains and losses

– on actuarial loss/(gain) in pension scheme (note 17) 7,150 (12,208)

– on additional pension contribution made during the year (note 17) (3,060) (2,770)

– due to effect of rate change on opening balance of pension scheme (note 17) (1,290) (842)

Other – (5)

At 31 December 19,281 18,762

8. Dividends2011 2010

£000 £000

The following dividends were paid during the year:

Interim dividend paid – 5,111

19


9. Intangible fixed assets

Goodwill 2011£000

Cost:

At 1 January and 31 December 1,715

Amortisation:

At 1 January and 31 December 1,715

Net book value:

At 1 January and 31 December –

10. Tangible fixed assets

2011 Fixtures,Motor fittings &

vehicles equipment Total£000 £000 £000

Cost:

At 1 January 1,384 37,573 38,957Exchange adjustments 12 28 40Additions 85 2,412 2,497Transferred from subsidiary undertaking – 45 45Disposals (162) (2,603) (2,765)

At 31 December 1,319 37,455 38,774

Depreciation:

At 1 January 1,257 31,768 33,025Exchange adjustments 5 17 22Provided during the year 98 3,096 3,194Transferred from subsidiary undertaking – 28 28Disposals (153) (2,603) (2,756)

At 31 December 1,207 32,306 33,513

Net book value:

At 31 December 112 5,149 5,261

At 1 January 127 5,805 5,932

20


11. Fixed asset investments

Subsidiary undertakings2011£000

Cost:

At 1 January 13,617Additions 406

At 31 December 14,023

Amounts provided:

At 1 January and at 31 December 160

Net book value:

At 31 December 13,863

At 1 January 13,457

Additions during the year relate to the acquisition on 21 October 2011 of engineering design consultants in the

gas and wider energy sector Mouchel Energy Limited (name now changed to Mott MacDonald Gas Experts

Limited) which is incorporated in England and Wales.

Principal subsidiariesAll the company’s subsidiaries apart from the current year’s acquisition are now dormant as a result of hiving

the businesses into Mott MacDonald Limited.

A full list of subsidiary undertakings is filed with the annual return at Companies House.

21


12. Debtors2011 2010

£000 £000

Trade debtors 77,315 100,671

Amounts recoverable on contracts 38,377 36,753

Amounts owed by parent undertaking 250,000 250,000

Amounts owed by fellow subsidiary undertakings 75,044 66,828

Amounts owed by group other fixed asset investments 408 205

Deferred taxation (note 7(c)) 4,132 4,092

Taxation recoverable 3,172 420

Other debtors 6,920 4,049

Prepayments and accrued income 12,128 12,886

467,496 475,904

Deferred taxation is recoverable after more than one year. Amounts owed by parent undertaking and amounts

owed by fellow subsidiary undertakings will not be called up at short notice.

13. Creditors: amounts falling due within one year

2011 2010

£000 £000

Payments on account 55,176 53,209

Amounts due to parent undertaking 56,233 56,354

Amounts due to fellow subsidiary undertakings 20,268 17,246

Trade creditors 9,967 9,518

Current UK corporation tax – 569

Non-UK taxation 1,272 766

Other taxes 4,869 4,551

Social security 5,502 5,688

Other creditors 5,246 4,518

Accruals and deferred income 51,842 50,730

210,375 203,149

Amounts due to parent undertaking and fellow subsidiary undertakings will not be called up at short notice.

22


14. Obligations under leases

Annual commitments under non-cancellable operating leases are:

Land and buildings Other2011 2010 2011 2010

£000 £000 £000 £000

Operating leases which expire:

Within one year 1,030 1,370 5 5

In two to five years 5,066 4,119 2 11

Over five years 3,940 4,043 – –

10,036 9,532 7 16

15. Provisions for liabilities

Provision for losses on contracts: 2011£000

At 1 January 979Arising 395Utilised (844)

At 31 December 530

16. Share capital2011 2010 2011 2010

No. No. £000 £000

AuthorisedOrdinary shares of £1 each 260,000,000 260,000,000 260,000 260,000

Allotted, called up and fully paidOrdinary shares of £1 each 10,000,000 10,000,000 10,000 10,000

23


17. Reserves

Profit and loss account

2011 Excluding Includingpension Pension pension

deficit deficit deficit£000 £000 £000

At 1 January 319,545 (38,387) 281,158Profit on ordinary activities after taxation 9,856 – 9,856Transfer in respect of additional pension

contribution (net of deferred tax) (9,180) 9,180 –Deferred tax on additional pension contribution (note 7(c)) (3,060) – (3,060)Deferred tax rate change on opening pension

scheme deficit (note 7(c)) – (1,290) (1,290)Curtailment gain net of past service cost (net of deferred tax) (5,025) 5,025 –Other finance income (net of deferred tax) (2,254) 2,254 –Actuarial loss on pension scheme – (28,600) (28,600)Deferred tax on actuarial loss (note 7(c)) – 7,150 7,150

At 31 December 309,882 (44,668) 265,214

Included in this profit and loss account is an undistributable profit of £57,190,000 relating to the profit on

transfer of the company’s investment in Mott MacDonald International Limited to Mott MacDonald Group

Limited at market value.

The pension deficit of £44,668,000 above differs from the pension liability in the balance sheet of £31,052,000

by £13,616,000. This difference relates to the escrow account of the pension scheme of £14,394,000 less the

pre-divisionalisation element of the pension deficit in Multi Design Holdings Limited of £778,000.

18. Contingent liabilities2011 2010

£000 £000

Guarantee of bank loans and overdrafts in respect of other Group companies 4,826 9,580

In addition, in the normal course of business, down payment, performance and tender bonds have been given

by the company. In the opinion of the directors, these are not expected to give rise to any significant liability.

There are also bank guarantees in respect of the pension scheme as disclosed in note 19.

24


19. Pensions and other retirement benefits

The company has two pension schemes. The Mott MacDonald Pension Scheme (‘the Scheme’) is trust based

and has defined benefit and defined contribution sections. On 1 May 2000, the defined benefit section was

closed to new entrants. From 1 January 2001, all members were transferred to the defined contribution section.

This section is contracted into the State Second Pension, formerly known as the State Earnings Related

Pension Scheme (‘SERPS’) and was closed to new members on 31 December 2004. From 1 January 2012,

all defined contribution members were transferred to the Group Personal Pension Plan (‘GPP’). Contribution

structures in the Scheme will continue in the GPP. From 1 January 2012, the company is taking steps to make

active defined benefit members deferred by removing the salary link and offering sliding scale enhancements to

their pensions.

From 1 January 2005, new employees were entitled to join the Mott MacDonald Stakeholder Pension Scheme

(‘the Stakeholder Scheme’), a contract based scheme. From 1 April 2011, all Stakeholder members were

transferred to the GPP and new employees are now automatically enrolled into the GPP. The minimum GPP

employee contribution level of 3% will be increased to 3.8% from 1 January 2012 and 4.5% from 1 January 2013.

The company contributed to the individual employee accounts in the defined contribution section of the

Mott MacDonald Pension Scheme, the Stakeholder Scheme and the Group Personal Pension Plan, at the

rates specified in the rules of these schemes.

The total pension costs for the Scheme for the year were £12.9m (2010 – £13.2m) for the defined contribution

section and £13.7m (2010 – £12.0m) for the defined benefit section. The defined benefit cost includes both

administrative expenses and life assurance costs relating to the Scheme and an instalment of £12.2m to

reduce the deficit. Members’ pensions were increased during the year according to the rules of the Scheme.

Total pension costs for the Stakeholder Scheme/GPP were £10.4m (2010 – Stakeholder Scheme £10.2m).

The Scheme is funded by means of assets which are held in trustee-administered funds, separated from the

company’s own resources. The contributions to the defined benefit section of the Scheme are determined with

the advice of an independent actuary on the basis of triennial valuations using the ‘Attained Age’ method and

a funding agreement between the trustees and the company.

The following key assumptions were used to assess the funding level at the last actuarial valuation:

Date of valuation 1 January 2009

Future investment return per annum – pre-retirement 5.8%

– post-retirement 4.8%

Pensionable salary increases per annum 3.7%

Market value of assets at the valuation date £328m

Level of funding based on market value of assets 63%

The level of funding is the value of the assets expressed as a percentage of Scheme liabilities after allowing for

revaluation of benefits to normal pension date.

The valuation position of the Scheme was updated to 31 December 2011 by a qualified independent actuary

for the purpose of Financial Reporting Standard 17 ‘Retirement Benefits’ (‘FRS 17’).

25


19. Pensions and other retirement benefits (continued)

The Scheme consulted with its active members about the removal of the salary link in 2011. The disclosures

have been prepared by allowing for 90% of active members consenting to the removal of the salary link.

It should be noted that the calculations and methods under FRS 17 are different from those used by the

actuary to determine the funding level of the Scheme. The company and the trustees regularly review the

funding level of the Scheme with the advice of the actuary. Minimum contributions to the defined benefit section

of the Scheme were agreed at £10.2m per annum. This will be revised following the next triennial valuation of

the Scheme on 1 January 2012.

In agreeing the latest recovery plan with the trustees of the UK defined benefit pension scheme, a company

security has been provided as follows:

● a minimum security of £19m will be in place throughout the period of the recovery plan and takes the form

of bank guarantees which are renewable on an annual basis;

● the maximum security that can be in place during the period of the recovery plan is £35m and an escrow

mechanism of up to £16m overlays the bank guarantees of £19m to achieve this. The level of security

required is agreed annually with the pension scheme trustees. The escrow account had a balance of

£14.4m at 31 December 2011.

The security can be called on by the trustees in the event of the company defaulting on its contributions to the

Scheme or in the event of the company being sold or being placed in administration. In the view of the

directors, such possible events are remote.

The assets and liabilities of the Scheme as at 31 December are analysed below:

2011 2010

£m £m

Change in benefit obligationBenefit obligation at 1 January (489.4) (504.3)

Interest cost (26.3) (28.1)

Actuarial (losses)/gains (15.2) 21.5

Benefits paid 24.2 21.5

Past service cost (4.3) –

Curtailment gain 11.0 –

Benefit obligation at 31 December (500.0) (489.4)

Analysis of defined benefit obligationPlans that are wholly or partly funded (500.0) (489.4)

26



2011 2010

£m £m

Change in plan assetsFair value of plan assets at 1 January 435.6 397.0

Expected return on plan assets 29.2 26.6

Actuarial (losses)/gains (13.4) 23.3

Employer contributions 12.2 10.2

Benefits paid (24.2) (21.5)

Fair value of plan assets at 31 December 439.4 435.6

Funded status of the Scheme (60.6) (53.8)

Net amount recognised in respect of the Scheme (60.6) (53.8)

Deficit in the Scheme (60.6) (53.8)

Related deferred tax asset (note 7(c)) 15.1 14.7

FRS 17 Pension liability (45.5) (39.1)

Less: Escrow account 14.4 10.4

Net pension liability (31.1) (28.7)

Components of pension income/(cost)

Year to 31 December 2011 2010

£m £m

Curtailment gain 11.0 –

Past service cost (4.3) –

Total pension income recognised in administrative expenses

in arriving at operating profit 6.7 –

Interest cost (26.3) (28.1)

Expected return on plan assets 29.2 26.6

Total pension income/(cost) recognised within other finance income/(cost)

in the profit and loss account 2.9 (1.5)

Actuarial (losses)/gains immediately recognised (28.6) 44.8

Total pension (cost)/income recognised in the statement of total

recognised gains and losses (28.6) 44.8

Cumulative amount of actuarial gains immediately recognised 131.8 160.4

27



Plan assetsThe weighted average asset allocation at the year end was as follows:

2011 2010

% %

Asset categoryEquities 42 51

Non-government fixed interest bonds 34 19

Diversified growth funds 19 25

Cash 1 –

Other 4 5

100 100

To develop the expected long-term rate of return on assets assumption, the company considered the current

level of expected returns on risk free investments (primarily government bonds), the historical level of the risk

premium associated with the other asset classes in which the portfolio was invested and the expectations for

future returns of each asset class. The expected return for each asset class was then weighted based on the

target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio.

This resulted in the selection of the 6.2% assumption.

Year to 31 December 2011 2010

£m £m

Actual return on plan assets 15.8 49.9

The key financial assumptions used to determine the pension liability at 31 December are: 2011 2010

% %

Discount rate 4.9 5.5

RPI inflation 3.1 3.5

CPI inflation 2.1 2.6

Pension increases (inflationary increases with a maximum of 5% p.a.) 2.2 2.6

Pension increases (inflationary increases with a maximum of 3% p.a.) 1.8 2.1

Salary increases 3.1 4.5

28



Weighted average life expectancy for mortality tables used to determine benefit obligations at 31 December 2011

Male FemaleYears Years

Member age 60 (current life expectancy) 28.1 28.8Member age 40 (life expectancy at age 60) 30.6 31.3

Five year history

Financial years to 31 December 2011 2010 2009 2008 2007

£m £m £m £m £m

Benefit obligation at end of year (500) (489) (504) (425) (492)

Fair value of plan assets at end of year 439 435 397 328 457

Deficit (61) (54) (107) (97) (35)

Financial years to 31 December 2011 2010 2009 2008 2007

Experience gains and losses on scheme assets:

amount (£m) (13) 23 58 (156) 5

percentage of scheme assets (3%) 5% 15% (48%) 1%

Experience gains and losses on scheme liabilities:

amount (£m) 4 8 8 3 (16)

percentage of scheme liabilities 1% 2% 2% 1% (3%)

20. Related party transactions

Mott MacDonald Employee Trust (‘the Employee Trust’) is a trust which at 31 December 2011 owned

9,334,272 (2010 − 9,006,927) ordinary shares of the ultimate parent undertaking, Mott MacDonald

Group Limited.

Loans totalling £3,490,000 were made from the company to the Employee Trust during the year.

The company has taken advantage of provisions in Financial Reporting Standard 8 ‘Related Party Disclosures’

which exempt subsidiary undertakings from disclosing transactions with other wholly owned entities within

the Group.

During the year, the company made sales of £9,038,000 to non-wholly owned fellow subsidiary undertakings

and purchases of £1,419,000 from non-wholly owned fellow subsidiary undertakings. The net balance due from

non-wholly owned fellow subsidiary undertakings at 31 December 2011 was £992,000.


29


21. Ultimate parent undertaking

The company’s ultimate parent undertaking is Mott MacDonald Group Limited, a company registered in

England and Wales. Copies of the Group financial statements can be obtained at a nominal cost from

the registered office, Mott MacDonald House, 8-10 Sydenham Road, Croydon CR0 2EE.

The largest and smallest group of undertakings for which Group financial statements have been drawn up

is that headed by Mott MacDonald Group Limited.

22. Cash flow statement

As permitted by Financial Reporting Standard 1 (Revised 1996) ‘Cash Flow Statements’, a cash flow statement

is not presented in these financial statements. A cash flow statement for the Group is presented in the financial

statements of the ultimate parent undertaking.

23. Financial instruments

A statement of the company’s objectives, policies and strategies with regard to financial instruments is

contained in the directors’ report.

(a) Interest rate and currency profile of financial assets and liabilities

The currency and interest rate exposures of Mott MacDonald Limited’s financial assets and liabilities are:

2011Sterling US dollar Euro Other Total

£m £m £m £m £m

Cash and short term investments:

Floating rate 9.0 6.8 3.2 11.6 30.6

Net funds at 31 December 9.0 6.8 3.2 11.6 30.6

2010

£m £m £m £m £m

Cash and short term investments:

Floating rate 5.6 6.5 3.6 13.1 28.8

Net funds at 31 December 5.6 6.5 3.6 13.1 28.8

All short term investments are money market deposits with maturities of less than one month

(2010 – one month).


30


23. Financial instruments (continued)

(b) Fair values of financial assets and financial liabilities

Book value Fair value Book value Fair value

2011 2011 2010 2010

£m £m £m £m

Cash and investments:

Cash at bank and in hand 30.6 30.6 28.8 28.8

Fair values are derived from market values.

(c) Borrowing facilities

The company had adequate funding facilities in place at 31 December 2011 to finance the business going

forward. The available funding is in the form of undrawn committed and undrawn uncommitted facilities.

24. Capital commitments

There were no capital commitments contracted and not provided for in the financial statements.


Years ended 31 December 2011 2010 2009 2008 2007

£000 £000 £000 £000 £000

Gross revenue 531,425 572,826 610,304 579,570 508,491

Operating profit 9,396 25,906 25,365 13,388 2,413

Income from other fixed asset investments 61 – – – –

Profit on ordinary activities before interest 9,457 25,906 25,365 13,388 2,413

Net interest receivable 387 583 527 2,075 3,009

Other finance income/(cost) 2,900 (1,500) (5,000) 3,000 4,000

Profit on ordinary activities before taxation 12,744 24,989 20,892 18,463 9,422

Tax on profit on ordinary activities (2,888) (4,357) (4,229) (1,439) (1,824)

Profit on ordinary activities after taxation 9,856 20,632 16,663 17,024 7,598

Dividends – (5,111) (7,828) – –

Retained profit 9,856 15,521 8,835 17,024 7,598

Employment of capitalFixed assets 19,124 19,389 19,122 18,457 16,327

Net current assets less provisions 287,142 300,534 297,958 69,803 54,621

Excluding net pension liability 306,266 319,923 317,080 88,260 70,948

Net pension liability (31,052) (28,765) (69,923) (60,136) (8,599)

Including net pension liability 275,214 291,158 247,157 28,124 62,349

Capital employedCreditors falling due after more than one year – – 500 26,782 13,877

Capital and reserves excluding net pension

liability 306,266 319,923 316,580 61,478 57,071

Excluding net pension liability 306,266 319,923 317,080 88,260 70,948

Net pension liability (31,052) (28,765) (69,923) (60,136) (8,599)

Including net pension liability 275,214 291,158 247,157 28,124 62,349

Net fundsCash at bank and in hand 30,551 28,758 48,793 27,637 42,741

Five year summary

31

[email protected] and editorial by Mott MacDonald. Printed using vegetable oil inks and environmentally sustainable laminate on paper made from 80% recycled and 20% sustainably sourced fibre. This publication can be composted or recycled.

Head officeMott MacDonald

Mott MacDonald House8-10 Sydenham RoadCroydon CRO 2EEUnited kingdom

t +44 (0)20 8774 2000f +44 (0)20 8681 5706

www.mottmac.com

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