FirstGroup plc Annual Report and Accounts 2015 Contents Strategic report Summary of the year and financial highlights 02 Chairman’s statement 04 Group overview 06 Chief Executive’s strategic review 08 The world we live in 10 Business model 12 Strategic objectives 14 Key performance indicators 16 Business review 20 Corporate responsibility 40 Principal risks and uncertainties 44 Operating and financial review 50 Governance Board of Directors 56 Corporate governance report 58 Directors’ remuneration report 76 Other statutory information 101 Financial statements Consolidated income statement 106 Consolidated statement of comprehensive income 107 Consolidated balance sheet 108 Consolidated statement of changes in equity 109 Consolidated cash flow statement 110 Notes to the consolidated financial statements 111 Independent auditor’s report 160 Group financial summary 164 Company balance sheet 165 Notes to the Company financial statements 166 Shareholder information 174 Financial calendar 175 Glossary 176 FirstGroup plc is the leading transport operator in the UK and North America. With approximately £6 billion in revenues and around 110,000 employees, we transported around 2.4 billion passengers last year. In this Annual Report for the year to 31 March 2015 we review our performance and plans in line with our strategic objectives, focusing on the progress we have made with our multi-year transformation programme, which will deliver sustainable improvements in shareholder value. FirstGroup Annual Report and Accounts 2015 01 Summary of the year and financial highlights Q Overall trading for the Group in line Q Further strong progress in non-rail with management’s expectations businesses expected in the year ahead Q First Student and UK Bus transformations led by momentum in transformations of delivered margin improvements, and First First Student and UK Bus, largely offsetting Transit and UK Rail outperformance substantially lower UK Rail earnings offset reduced Greyhound demand Q Improved financial performance in the year Q Secured First Great Western until at demonstrates our multi-year transformation least March 2019 and an additional programme is making progress year operating First TransPennine Express Q Wolfhart Hauser appointed to succeed Q Underlying revenue increased by 4.1%1 John McFarlane as Chairman. Group Finance Director Chris Surch to retire in January 2016 Revenue Adjusted EBITDA2,3 Revenue £6,050.7m (9.9)% £624.4m +7.7% 2015 2014: £6,717.4m 2014: £579.8m Adjusted operating profit2 Statutory operating profit £303.6m +13.3% £245.8m +5.9% 2014: £268.0m 2014: £232.2m Adjusted profit before tax2 Statutory profit before tax £163.9m +46.5% £105.8m +80.9% 2014: £111.9m 2014: £58.5m Adjusted attributable profit2 Statutory attributable profit First Student 24% First Transit 14% £117.5m +48.2% £75.2m +38.7% Greyhound 10% 2014: £79.3m 2014: £54.2m UK Bus 15% UK Rail 37% Adjusted EPS2 Statutory EPS 9.8p +30.7% 6.2p +21.6% Adjusted operating profit 2014: 7.5p 2014: 5.1p 2015 Net debt4 £1,407.3m +7.9% 2014: £1,303.8m 1 Underlying revenue increased by 4.1% (excluding impact of UK Rail franchise changes, non-recurring revenues in prior year from UK Bus operations now sold/closed and foreign exchange translation). 2 Before amortisation charges and certain other items as set out in note 4 to the financial statements. All references to ‘adjusted’ figures throughout this document are defined in this way. 3 EBITDA is adjusted operating profit less capital grant amortisation plus depreciation. 4 Net debt is stated excluding accrued bond interest. First Student 34% First Transit 17% Greyhound 12% UK Bus 15% UK Rail 22% 02 FirstGroup Annual Report and Accounts 2015 Strategic report We explain who we are, our business model and strategic objectives, the markets in which we operate, major events in the year and how we performed against our key performance indicators. We also set out the key risks that may affect our business and strategy. Chairman’s statement 04 Group overview 06 Chief Executive’s strategic review 08 The world we live in 10 Business model 12 Strategic objectives 14 Key performance indicators 16 Business review 20 Corporate responsibility 40 Principal risks and uncertainties 44 Operating and financial review 50 FirstGroup Annual Report and Accounts 2015 03 Chairman’s statement FirstGroup is a very important company With a continued focus on to the customers and communities we execution and a commitment serve. Operating in five major divisions, to change, I remain confident each a leader in its market, we provide that the Group will succeed vital transport links for millions of passengers across our core markets in the UK and in turning its attractive portfolio North America. We are a significant of market-leading transport corporate employer with around 110,000 businesses into acceptable staff, and our services make a vital returns for shareholders contribution to linking people together, as planned. supporting the economic activity and social well-being of the communities John McFarlane in which we operate. Chairman Innovative, efficient and customer-focused transport services play an increasingly important role in responding to the economic and environmental challenges of continued urbanisation, congestion and demographic change. FirstGroup’s portfolio of leading transport businesses is well positioned to provide the transport solutions needed, and as such has opportunities for sustainable growth and good financial returns in all of its markets. All of this was clear to me when I took on the role of Chairman in January 2014, but it was also obvious that the Group had not been delivering fully on this potential for some time. Two divisions in particular, First Student and UK Bus, were delivering margins well short of their competitors, parts of the business had suffered from a lack of appropriate investment, and the Group as a whole was not achieving acceptable returns for shareholders. Turning this situation round has therefore been the key priority. The multi-year turnaround programme we are executing is designed to sustainably improve the financial returns of the Group as a whole, mainly through more robust decision-making around pricing, productivity and capital allocation. These areas are of particular importance in First Student and UK Bus, which together account for around two thirds of our annual capital investment budget and have underperformed. With the support of shareholders through the 2013 rights issue, the Group has been able to reinvest in its future growth and commit to ambitious business plans that will deliver sustainable improvements in performance over the medium term, by addressing the Group’s core challenges. With improved balance sheet stability, and a strong and experienced Board of Directors providing challenge and support, the executive team have the platform to make the disciplined, long term decisions necessary to improve the Group’s sustainable returns on capital and cash generation. Over time this will reduce Group leverage and the associated interest burden towards its optimum long term level, and increase shareholder returns. As a matter of course, we continue to review alternative and additional actions to create shareholder value, but nothing compelling has become evident to date. 04 FirstGroup Annual Report and Accounts 2015 Strategic report During the year the Group has made important progress in several In some respects, the significant improvements in financial results key areas. In this respect, I would highlight in particular the success this year are a reflection of past underperformance, and there remain of First Student’s contract portfolio pricing strategy, as well as the a number of headwinds to navigate, but I am confident that we are ongoing execution of the UK Bus turnaround plan, which has executing the most appropriate actions to return the Group to a successfully stimulated renewed passenger volume growth and is sustainably stronger long term position. We have made encouraging beginning to capture yield. Both of these key divisions have taken progress in the year, and some of the most important actions have important strategic steps to reposition themselves in their markets yet to manifest themselves fully in the financial results. The improving for the medium term, while also executing significant cost reduction financial results from First Student and UK Bus, our most capital programmes. Continued disciplined execution over the coming years intensive businesses, reinforce our confidence in the future. With a will be required to deliver the full benefits of these important changes, continued focus on execution and a commitment to change, I remain but we are encouraged by the margin improvements these divisions confident that the Group will succeed in turning its attractive portfolio have delivered in the year. Although Greyhound’s performance this of market-leading transport businesses into acceptable returns for year has been significantly affected by the sharp fall in fuel prices in shareholders as planned. the second half, we remain on track with its transformation into a Of course all of this progress is only made possible by the continued yield-managed, customer-oriented business, which will enhance commitment of our employees to delivering quality services for our returns from this division in the future, whatever the oil price. customers and communities. On behalf of the Board I would like to In the year the Department for Transport (DfT) awarded us a contract extend my sincere gratitude to all our employees for their hard work to continue operating our largest rail franchise, First Great Western, to and dedication. at least March 2019, and a contract to run First TransPennine Express Chris Surch will be retiring from the role of Group Finance Director on for an additional year. We were disappointed not to secure the renewal 8 January 2016, following his decision to step down from a full-time of the First ScotRail franchise, and were unsuccessful in four other bids executive role for personal reasons.