National Express Group PLC Building for the future Annual Report and Accounts 2013 Annual Report and Accounts 2013 National Express Group is a Strategic Report 01 Financial Highlights leading public transport provider 02 National Express Group at a glance 04 Chairman’s statement delivering services in the UK, 06 Group Chief Executive’s Review North America, Spain, Germany 11 Market overview 13 Investment case and Morocco. 14 Our business model and strategy 16 Strategy in Action Our vision is to earn the lifetime 19 Managing our relationships and resources 24 Risk and Risk Management loyalty of our customers by 26 Principal Risks and Uncertainties 28 Group Finance Director’s Review consistently delivering frequent, high 32 Spain performing public transport services 36 North America 40 UK Bus which offer excellent value. 44 UK Coach 48 Rail Corporate Governance 53 Chairman’s Introduction 54 Board of Directors 56 Governance Report 64 Board Committees 68 Directors’ Remuneration Report 88 Other Statutory Information 92 Directors’ Responsibilities Statement Financial Statements 93 Auditor’s Report 97 Group Income Statement 98 Group Statement of Comprehensive Income 99 Group Balance Sheet 100 Group Statement of Changes in Equity 101 Group Statement of Cash Flows 102 Notes to the Consolidated Accounts 157 Company Balance Sheet 158 Notes to the Company Accounts MacBook Pro Additional Information 168 Shareholder Information 169 Dividends and Financial Calendar Stay up-to-date at 170 Glossary www.nationalexpressgroup.com 172 Five Year Summary IBC Corporate Information Unless otherwise stated, all operating margin and EPS data refer to normalised results, which can be found on the face of the Group Income Statement in the first column. The definition of normalised profit is as follows: IFRS result found in the third column, excluding intangible asset amortisation, loss on disposal of business, exceptional items and tax relief thereon. The Board believes that the normalised result gives a better indication of the underlying performance of the Group. Underlying revenue compares the current year with prior year on a consistent basis, after adjusting for the impact of currency, acquisitions, disposals and rail franchises no longer operated. Like-for-like revenue measures underlying revenue after adjusting for increases or decreases in miles operated, typically used as a metric in urban bus operations. ‘Core non-rail’ businesses are UK Bus, UK Coach, Spain (including Morocco) and North America (including Transit). It excludes the German Coach start-up. Operating margin is the ratio of normalised operating profit to revenue. ‘Return on capital employed’ (‘ROCE’) is normalised operating profit divided by tangible and intangible assets for the core non-rail businesses. ‘Return on assets’ (‘ROA’) is normalised operating profit divided by tangible assets. Operating cash flow is intended to be the cash flow equivalent of normalised operating profit. Free cash flow is intended to be the cash flow equivalent of normalised profit after tax. A reconciliation is set out in the table within the Finance Director’s review. Net debt is defined as cash and cash equivalents (cash overnight deposits and other short-term deposits), and other debt receivables, offset by borrowings (loan notes, bank loans and finance lease obligations) and other debt payable (excluding accrued interest). EPS generated by the Rail business is the normalised operating profit of the Rail division, taxed at the UK tax rate, divided by the basic number of shares in issue. The annual punctuality measure for c2c is the moving annual average (MAA) public performance measure (PPM) to 4 January 2014. Safety Incidents measure those for which the Group is responsible and is based on the Fatalities and Weighted Injuries Index used in the UK Rail industry. EPS generated by the Rail business is the normalised operating profit of the Rail division, taxed at the UK tax rate, divided by the basic number of shares in issue. EBITDA is ‘Earnings Before Interest, Tax, Depreciation and Amortisation’. It is calculated by taking normalised operating profit and adding back depreciation, fixed asset grant amortisation, normalised profit on disposal of non-current assets and share-based payments. It is defined in line with the Group’s banking documentation. Strategic Report pp01-51 Strategic Report: Financial Highlights A strong performance in 2013 • Group revenue increased 3% to £1.89 billion (2012: • Full year proposed dividend of 10.0 pence, £1.83 billion), with 7% growth in total non-rail revenue up 3% year-on-year • Normalised operating profit from core non-rail businesses • Free cash flow of £182.8 million, over £30 million reached a record £185.5 million ahead of target • Group operating margin of 10.2% reflects lower rail profits • Core non-rail ROCE increased to 11.1% through focus and headwinds in Spain and the UK on capital deployment and targeted investment Group revenue Core non-rail operating profit £1,891.3 m £185.5m 2013 £1,891.3m 2013 £185.5m 2012 £1,831.2m 2012 £185.2m 2011 £2,238.0m 2011 £181.8m Operating margin Dividend per share 10.2% 10.0p 2013 10.2% 2013 10.0p 2012 11.6% 2012 9.75p 2011 10.1% 2011 9.5p Free cash flow Core non-rail ROCE £182.8m 11.1% 2013 £182.8m 2013 11.1% 2012 £140.8m 2012 10.6% 2011 £98.4m 2011 10.6% Summary of results 2013 Normalised Basis IFRS Basis 2013 2012 2013 2012 £m £m £m £m Revenue 1,891.3 1,831.2 1,891.3 1,831.2 Operating profit 192.9 211.9 117.9 117.6 Profit before tax 143.7 164.1 64.4 69.8 Profit for the year 111.2 131.4 58.3 61.3 Basic earnings per share (pence) 21.5 25.5 11.1 11.8 Net debt 746.1 828.2 n/a n/a www.nationalexpressgroup.com 01 Strategic Report: National Express Group at a glance A leading public transport provider We deliver services in the UK, North America, Spain, Germany and Morocco. Every year more than 800 million journeys are made on our buses, trains, light rail services and coaches. Spain: Bus and Coach North America: Bus UK: Bus • ALSA • Durham School Services • National Express West Midlands ALSA is the leading company in the Spanish • Stock Transportation • National Express Coventry road passenger transport sector, and was • Petermann • National Express Dundee acquired by National Express in 2005. • National Express Transit • Midland Metro With over 100 years’ experience, it operates Our business in North America has two National Express is the market leader long distance, regional and urban bus areas of activity; student transportation in the UK’s largest urban bus market outside and coach services across Spain and and transit services. of London. Services are operated from nine in Morocco. We operate in 36 US states and four garages across the West Midlands. We also Apart from its bus and coach services, Canadian provinces. run bus services in the cities of Coventry the business also operates service areas and Dundee. and other transport-related businesses, The student transportation business In addition, we operate the Midland Metro such as fuel distribution. operates through medium-term contracts awarded by local school boards to provide light rail service between Birmingham and safe and reliable transport for students, Wolverhampton. An extension of the route and is the second largest private operator is due to be completed in 2015. in North America. Our transit business is growing the number of transit and para-transit contracts we operate in the US. Revenue Operating profit Revenue Operating profit Revenue Operating profit £564.6m £81.5 m £645.0m £62.6m £273.4m £31.2m 2012: £535.0m 2012: £83.8m 2012: £578.3m 2012: £59.1m 2012: £269.0m 2012: £34.1m Read more p32 Read more p36 Read more p40 02 National Express Group PLC Annual Report and Accounts 2013 Strategic Report pp01-51 National Express Group Group revenue by end market* Group operating profit by end market* The Group operates in the UK, North America, Spain, Germany and Morocco and at the end of the year we employed 42,000 people and operated over 25,000 vehicles. Passengers made more than 800 million journeys on our services in 2013. The National Express name first appeared on UK coaches in 1972, and the Company Spain £564.6m 29.9% Spain £81.5m 38.9% was listed on the London Stock Exchange North America £645.0m 34.1% North America £62.6m 29.9% in 1992. UK Bus £273.4m 14.5% UK Bus £31.2m 14.9% UK Coach £263.5m 13.9% UK Coach £24.5m 11.7% Rail £143.0m 7.6% Rail £9.8m 4.6% * Excludes German Coach. * Excludes corporate and German Coach. New markets UK: Coach Rail • National Express • c2c • Eurolines National Express operates the industry- • The Kings Ferry leading c2c franchise which serves London • city2city and South Essex. National Express is the largest operator of We operate scheduled coach services scheduled coach services in the UK. The It is an important commuter route serving between a number of major cities in business operates high frequency services 25 stations on the line out of Fenchurch Germany through our city2city business. linking around 1,000 destinations across Street Station, London. The Group will The business was launched in April the country. start to operate contracted rail services 2013 and operates services between in Germany from December 2015. major cities including Frankfurt, Cologne, We are the UK partner in the Eurolines Dusseldorf and Munich. network which serves over 500 destinations across Europe and North Africa. • German rail The Kings Ferry is also part of the UK Coach During 2013 we were awarded two business and is a long established provider contracts to serve cities including Cologne of commuter coach travel services in London and Frankfurt in Germany’s most populous and the south of England.