Annual Report 2006 STAGECOACH GROUP PLC Company No. SC100764 Business highlights Financial highlights • Strong operational and financial performance across the Group Results reported under International Financial Reporting Standards (“IFRS”) – Fourth year of successive earnings growth accounting policies – Dividend increased by 12.1% • 11.6% increase in earnings per share, excluding amortisation of intangible assets and exceptional items • Innovation driving growth at UK Bus – 2.1% like for like passenger volume growth excluding London and • 42.7% increase in basic earnings per share megabus.com Results excluding Reported results – Acquisition of bus operations in Merseyside, Yorkshire, Lincolnshire intangible asset amortisation and and Tayside exceptional items – Named UK Bus Operator of the Year 2006 2005 2006 2005 • Excellent performance in UK Rail Revenue from continuing operations, excluding – Revenue up 5.7% acquisitions (£m) 1,530.0 1,413.4 1,530.0 1,413.4 – South West Trains operational performance among best in London Total operating profit (£m) 156.6 153.1 136.1 132.9 and South East Profit before taxation (£m) 140.6 131.2 115.0 104.9 – £66.7m of revenue and profit share payable to DfT Earnings per share (pence) 10.6p 9.5p 10.7p 7.5p – Shortlisted for South Western rail franchise – innovative and value-for- Proposed final dividend (pence) 2.6p 2.3p 2.6p 2.3p money bid to build on record of operational and financial achievement Full year dividend (pence) 3.7p 3.3p 3.7p 3.3p Free cash flow (£m) 175.5 173.6 175.5 173.6 – Named Rail Passenger Operator of the Year Net debt (£m) 135.9 214.6 135.9 214.6 • Further growth in North America – Strong revenue growth – overall US$ revenue from continuing operations up 11.0% – Continued margin growth despite significant cost pressures – Launch of budget inter-city coach service in United States • Improved performance and revenue growth at Virgin Rail Group – Good progress on renegotiation of West Coast franchise • Conditional sale of London bus business agreed for £263.6m – Bus division strategy to focus on less regulated bus operations outside London • Disposal of New Zealand operations resulting in gain of £22.5m • Appointment of Sir George Mathewson as a non-executive director Adjusted earnings per share Dividend per ordinary share 10.6p 3.7p 9.5p 3.3p 2.9p 2.6p 2.6p 6.3p 6.4p 6.7p 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 Year ended 30 April Year ended 30 April Adjusted earnings per share is earnings per share before the amortisation The Group seeks to grow the dividend per ordinary share as earnings of intangible assets and exceptional items. 2002 to 2004 are UK GAAP grow. Since the restructuring of the Group commenced in 2002, the figures and 2005 and 2006 are IFRS figures. dividend per ordinary share has grown at an average cumulative annual growth rate of 9.2% and in addition, £241.3m was returned to shareholders The Group has faced a number of challenges following its acquisition of in September 2004. Coach USA in 1999. Management changes were made in 2002, including Brian Souter’s return to the role of Chief Executive. Since 2002, the Group’s businesses have been stabilised and management has delivered significant growth in earnings per share as illustrated above. Contents 2 Chairman’s statement 26 Audit Committee report 36 Consolidated financial statements 3 Chief Executive’s review 27 Nomination Committee report 95 Company independent auditors’ report 4 Operating and Financial Review 27 Health, Safety and Environmental 96 Company financial statements 18 Directors’ biographies Committee report 103 Shareholder information 19 Directors’ report 28 Remuneration Committee report 104 Five year financial summary 22 Corporate governance report 35 Group independent auditors’ report Stagecoach Group plc | page 1 1. Chairman’s statement Stagecoach has achieved another strong set of results as we continue to progressive dividend growth. The proposed final dividend is payable to deliver shareholder value through our successful organic growth strategy in shareholders on the register at 1 September 2006 and will be paid on 4 our bus and rail operations in the UK and North America. October 2006. We have produced further revenue growth in our continuing businesses and Stagecoach has made a promising start to the new financial year to 30 April enhanced our reputation for delivering high quality public transport services 2007 and the current trading of the Group remains in line with our through market-leading innovation, effective marketing of our products and expectations. We are confident of achieving our objectives for the year. planning for the future through targeted investment. At the heart of our strong performance this year have been our employees During the year ended 30 April 2006, we acquired additional bus operations across all our operations. Their personal commitment to first-class customer in the UK with the prospect of attracting even more passengers to our service is crucial as we pursue our organic growth strategy. I would once services. Our excellent rail performance, both operationally and financially, again like to thank all our employees for their continued hard work and has also put us in a strong position when competing for new franchises. support. During the year, we completed the disposal of our New Zealand operations I would like to welcome to the Group, Sir George Mathewson, who has and on 23 June 2006, we agreed the conditional sale of our London bus joined Stagecoach as a Non-Executive Director. He has a formidable business to Macquarie Bank Limited for £263.6m. The London bus business business background, including substantial experience with major UK-listed has been a key part of the Group’s success since 1994 and the sales price companies. represents an excellent return for our shareholders. The sale is subject to Graham Eccles retired as an Executive Director of the Group on 30 April regulatory approval and other closing conditions, and at the present time, 2006. I am very grateful to Graham for his significant contribution to the we expect the sale to be completed within three months. In UK Bus, we will Group and to the UK rail industry over many years. continue to pursue our successful growth strategy outside London, where we are leading our peer group in attracting new passengers to public Russell Walls retires by rotation at the next Annual General Meeting due to transport. be held in August 2006, and he has indicated that he does not intend to seek re-election. The Group has benefited significantly over the last six years Cost pressures, including fuel and insurance, remain a challenge for the from Russell’s skills and experience. Russell is the Senior Independent Non- Group, and we are continuing to manage these as part of our overall cost Executive Director and the Chairman of the Audit Committee. The Board base. We believe that we have achieved the correct balance of retaining and will determine his successor to each of these roles in due course. growing our customer base, while maintaining a financially robust business. Graham and Russell leave the Group with all our best wishes for the future. The results for the year ended 30 April 2006 are the first full-year results to Our Group strategy is driven by innovation and investment, and we will be reported in accordance with International Financial Reporting Standards continue to look for opportunities to increase shareholder value by growing (“IFRS”) and the comparative amounts for the year ended 30 April 2005 our bus and rail businesses in the UK and North America. have been restated accordingly. Group revenue for the year ended 30 April 2006 was £1,568.5m (2005: £1,420.5m). Operating profit before amortisation of intangible assets and exceptional items* was £156.6m (2005: £153.1m). Earnings per share before amortisation of intangible assets and exceptional items were up 11.6% at 10.6p (2005: 9.5p), the fourth year of successive earnings growth following the substantial restructuring of the Group in 2002. Given the Board of Directors’ confidence in the future prospects and financial strength of the Group, we are proposing a final dividend of 2.6p per share (2005: 2.3p), giving a total dividend for the year of 3.7p (2005: 3.3p). This is an increase of 12.1% and based on continued strong, stable Robert Speirs cash flows and profits within the business, we will look to continue Chairman *Exceptional items are defined in note 1 on page 42 page 2 | Stagecoach Group plc 2. Chief Executive’s review This has been another excellent year for the Group and we have again improving customer satisfaction. Building on these achievements, we will achieved our objective of driving growth in our business, both organically submit a powerful, value-for money bid that we believe will put us in a and through targeted acquisitions. Our strong performance and success has strong position to win the new franchise. resulted in independent recognition with Stagecoach companies named The two Virgin Rail Group (“VRG”) franchises, West Coast and CrossCountry, Britain’s best bus operator and best rail passenger operator. have delivered improved punctuality and customer satisfaction over the last Stagecoach has further enhanced its reputation for innovation in both the year. Virgin CrossCountry is carrying a record 20m passengers a year, bus and rail passenger transport markets through the development of new following the replacement of the entire train fleet and improved services products and new ideas to attract more customers to our services. and connections. On West Coast, passenger volumes have increased by nearly 40% in the last eight years and there are plans to run an The Group has been able to largely offset the significant cost pressures, unprecedented 20-minute frequency on the key London-Manchester particularly in relation to fuel, being experienced by all bus operators, corridor by 2008.