March 26, 2014
WE ARE WSP
TD 2014 E&C Conference
Pierre Shoiry, President & CEO
2
WE ARE WSP
ONE OF THE WORLD’S
LEADING PROFESSIONAL
SERVICES FIRMS.
MISSION
“Be a solution-driven advisor with
outstanding expertise.”
VISION
“Always be the first choice for
clients, partners and employees.”
3
FIELDS OF EXPERTISE
NET REVENUES
PERCENTAGE BY
MARKET SEGMENT*
4
3
1
2
1.
2.
3.
4.
BUILDINGS………………….…
INFRASTRUCTURE………..…
INDUSTRIAL/ENERGY…….…
ENVIRONMENT………….……
AN INTEGRATED
MULTIDISCIPLINARY
APPROACH
42%
31%
15%
12%
Planning
Environment
Engineering
and Design
CONSULTANCY SERVICES THROUGHOUT THE ASSET LIFE CYCLE
*As at December 31, 2013
Project
Execution
Services
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A GLOBAL NETWORK OF EXPERTS
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3,400
Northern
Europe
CONTINENTS
2,500
UK
4,400
Canada
1,100
USA
750
Asia
950
South
America
1,450
Africa, India &
Middle East
450
Australia
15,000
+
300
30
EMPLOYEES
OFFICES
COUNTRIES
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OUR GEOGRAPHICAL PRESENCE
NET REVENUES
WE HAVE ONE OF THE WIDEST
GEOGRAPHICAL SPREADS IN THE
INDUSTRY WITH AN EXCEPTIONAL
GLOBAL PRESENCE.
PERCENTAGE BY
GEOGRAPHY*
5
1
4
3
2
1.
2.
3.
4.
5.
CANADA………………….
NORTHERN EUROPE…...
UK………………………….
REST OF WORLD………..
USA………………………..
31.6%
27.4%
16.7%
14.2%
10.1%
*As at December 31, 2013
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KEY FINANCIAL DATA
$2.0 B
REVENUES
December 31, 2013
$1.7 B
NET REVENUES
December 31, 2013
$171.1 M
EBITDA
December 31, 2013
$1.5 B
BACKLOG
December 31, 2013
WE PROVIDE SERVICES TO
TRANSFORM THE BUILT
ENVIRONMENT AND ENHANCE
THE NATURAL ENVIRONMENT.
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HIGHLIGHTS OF FISCAL YEAR 2013

Fiscal 2013 outlook targets met


Strong free cash flow, which amounted to 130% of net earnings

Healthy backlog, up 5.4% year-over-year


Positive net revenues organic growth of 2.6%
Corporate reorganization and rebrand set foundation for growth
Strong balance sheet supports M&A strategy
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2013 FINANCIAL SCORECARD
ACTUAL RESULT
TARGET
Not
met
Met
$1,500 million to
$1,700 million
$1,677 million
Approx. 10.5% of net
revenues
10.8%
Approx. 24%
25.3%
Seasonality and
EBITDA fluctuations
Between 20% to 29%,
the first quarter being the
lowest and the third
quarter being the highest
Q1: 22%
Q2: 24%
Q3: 28%
Q4: 26%
Free cash-flow as a
percentage of net
earnings
˃100%
129.8%
90 to 95 days
91

Amortization of
intangible assets,
excluding software
Approx. 1.3% of net
revenues
1.3%

Capital expenditures
Approx. 2.5% of net
revenues
1.7%
Net revenues
EBITDA margin*
Tax rate
DSO
*Excluding restructuring charges
Excee
ded






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STATEMENT OF FINANCIAL POSITION*
(in millions of dollars)
Total assets
Financial liabilities
Less: Cash and cash equivalents
Net debt
Net debt / TTM EBITDA
*Prior to Focus acquisition and related financing
Q4 2013
$1,859.9
$242.1
($131.9)
110.2
0.6x
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THE WSP OF TOMORROW – 2015 PLAN
A STRONG WSP GLOBAL BRAND
GROWTH
EMPLOYEES
20,000 employees
by 2015
CLIENTS
10% of our
revenues from
global clients
OPERATIONAL
EXCELLENCE
11.0 to 11.5%
EBITDA margin
11% organic growth
$500 M in net
revenues through
acquisitions
OUR VISION
ALWAYS BE THE FIRST CHOICE FOR CLIENTS,
PARTNERS AND EMPLOYEES
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TARGET GEOGRAPHIES FOR ACQUISITIONS
CAPITALIZE (Canada, UK, Sweden)
DRIVE (US, Australia, France, Germany, Finland, Norway)
ASSESS (Peru, Brazil)
BE OPPORTUNISTIC (other regions where we have a presence)
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MARKET SECTOR FOCUS
MARKET
SEGMENT
CAPITALIZE
DRIVE
DEVELOP
Property & Buildings
Industrial
Energy
Municipal Infrastructure
Mining
Oil & Gas
High Rise
Aviation
Wind Power
Rail
Sustainable
Development
Transportation
Environment
PRIORITY
SUBSEGMENTS
SERVICES
Project Management
Program
Management
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OUR 2015 STRATEGIC PLAN IN NUMBERS
Net
Revenues
$2.3 billion
• Acquisitions: $500 million of
top line growth
EBITDA
margins
11.0 to 11.5%
• Economic recovery
• Operational excellence (employee
development, project management
improvement)
• Economies of scale and cost synergies
DSO
85 days
Debt level
1.5 to 2.0x pro-forma 2015 EBITDA
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THE FOCUS ACQUISITION
A WELL-ESTABLISHED ENGINEERING
AND GEOMATICS FIRM PRINCIPALLY
SERVING THE OIL AND GAS INDUSTRY
THROUGHOUT WESTERN CANADA
 A leading firm in Western Canada, with
approximately 1,700 employees
 Recognized platform
 Strong expertise in the oil and gas industry
EXPERTISE IN UPSTREAM, OIL SANDS,
MIDSTREAM AND LNG EXPORT
INFRASTRUCTURE DEVELOPMENT
PROJECTS
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A WELL-BALANCED ARRAY OF SERVICES
FACILITIES
GEOMATICS
PIPELINE
CIVIL
ENGINEERING
WELL-DEVELOPED REPUTATION AND LONG-TERM TRACK-RECORD
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A GOOD STRATEGIC FIT
 Expansion of WSP’s presence in
Western Canada
 Opportunity to leverage
multidisciplinary expertise and offer a
full range of professional services to oil
and gas clients
 Benefit from Focus’ long-standing
relationships with blue-chip clients
 Expertise in oil and gas to be leveraged
across international platform
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PRO FORMA CANADIAN FOOTPRINT
AND REVENUE BREAKDOWN*
West
50%
Quebec
30%
Ontario
15%
Atlantic
5%
WSP offices: 4,400 employees
Focus offices: 1,700 employees
*Based on December 2013 pro forma revenues
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A COMPLETE ALIGNMENT WITH
OUR 2015 STRATEGIC PLAN
STRATEGIC PLAN OBJECTIVE
FOCUS ACQUISITION

Capitalize on acquisition opportunities in countries
where WSP is well-established
Focus is a rare opportunity to consolidate and strengthen
WSP’s position in its home market

Develop energy and oil & gas market sectors
Focus serves energy-related customers across Western
Canada.

Adds recognized industry leaders to its team
Focus CEO, David Ackert and his management team add
depth to our group and experience

Employ 20,000 people
Focus will add 1,700 employees, increasing WSP’s headcount
by more than 10%.

Generate $500 million of top-line growth from
acquisitions
With ±$280 million of revenues*, Focus will contribute
approximately half this amount.

Increase EBITDA margins to between 11.0% and
11.5%
Focus’ margins are expected to increase WSP’s
overall margin profile

Achieve debt level of 1.5x to 2.0x EBITDA
Deal will move WSP towards this range with debt
capacity remaining for future acquisitions.
*For the trailing 12-month period ending February 2014
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TRANSACTION SUMMARY
Cash purchase price of approximately
$366M
Transaction
Financial
Impact
1
2
3
Purchase price multiple is equivalent to
approximately 8.3x1 TTM adjusted
EBITDA of Focus for the period ending
February 2014
Focus generated revenues of ±$280M
for the TTM period ended February
2014
Approximately 10% accretive to 2013
EPS2 prior to any revenues and cost
synergies nor any restructuring or
integration expenses
Annual dividend of $1.50 per share3
Payout ratio supported by Caisse and
CPPIB’s commitment to DRIP for all
dividends with a record date on or
before September 30, 2014
The Purchase Price multiple is equivalent to approximately 8.3x the trailing 12-month Adjusted EBITDA of Focus for the period
ended February 2014 and using the preliminary information for the month of February 2014, excluding any revenue and cost
synergies
Management expectations based on the financial information of Focus and WSP
for the 12 months ended December 31, 2013, excluding any restructuring and integration charges
If the closing of the offering occurs after 4:00 pm on March 31, 2014, holders of common shares will receive one dividend equivalent
receipt entitling them to receive an amount equal to the annual dividend on April 15, 2014.
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EXPECTED TIMELINE
 Acquisition to be completed through a
plan of arrangement
 Expected completion on or about
April 17, 2014, subject to customary
closing conditions
− Approval by holders of 662/3 of Focus
shares present at special meeting
(WSP obtained voting support
agreements representing approximately
80% of Focus shares prior to
announcement)
− Competition Act approval
− Approval by the B.C. Supreme Court
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THANK YOU!