the next stage Annual Report 2002 STAGECOACH GROUP PLC Company No. SC100764 Contents 1 Highlights 27 Corporate governance 2 Stagecoach Group Key Data 31 Remuneration report 4 Chairman's and Chief Executive's 33 Auditors' report statement 34 Accounts 6Operating review 74 Shareholder information 18 Finance Director's review 75 Registered office and advisers 22 Directors 75 Financial calendar 24 Directors' report 76Five year financial summary Our national and local managers We took action to cut costs have focused over the year on immediately in the wake of the recruiting and training staff to September 11 attacks and are now ensure a consistent high quality of rebuilding the revenue by focusing service to our passengers. We have on new business opportunities. also improved our marketing to These include new ``twin city'' line highlight the attractiveness and runs, new transit contracts and accessibility of our services. The extending our sightseeing services. Ferrytoll Park and Ride partnership We are undertaking a full business with Fife Council and the Fuel review of Coach USA. Saver marketing campaign won awards at the UK Bus industry's ``Oscars''. We have been focusing on improvements to our services in line with commitments made to Using our trolley bus experience in the Strategic Rail Authority as part Wellington, New Zealand, we have of the new franchise which we continued performance trials to expect to sign shortly. Our new develop such a service for Hong Desiro trains order is on schedule Kong. We have also continued to with first delivery later this year. invest in new infrastructure in Hong Kong. STAGECOACH GROUP ONLINE for daily updates visit With the delivery of the first of www.stagecoachgroup.com the new Pendolino and Voyager trains Virgin Rail Group is stepping Further information at: www.stagecoachbus.com up the quality of the travelling www.southwesttrains.co.uk experience for passengers. The www.island-line.co.uk recent agreement with the www.supertram.com Strategic Rail Authority underpins www.coachusa.com the viability and long-term value www.citybus.com.hk www.stagecoach.co.nz of Virgin Rail Group. www.virgintrains.co.uk www.thetrainline.com www.roadking.com.hk 2002 highlights Business Highlights Financial Highlights Agreement with Strategic Rail Authority on Virgin Rail Turnover »2,111m C2001 ^ »2,084m) Group underpins viability of CrossCountry franchise and long-term shareholder value on West Coast franchise Profit before tax1 »107m C2001 ^ »123m2) South West Trains deed of amendment signed ^ Discussions continuing on long-term franchise Free cash flow »184m C2001 ^ »228m) ^ New franchise agreement to be signed later this year Earnings per share1 6.3p C2001 ^ 7.5p2) New rolling stock deliveries progressing on our three major rail franchises Dividend per share rebased to 2.6p UK Bus sees strong growth in London and regional C2001 ^ 3.8p) partnership centres Rail development strategy on course; first international partnership with Wellington Regional Council Continued strong performance from Overseas Bus 1Profit figures are stated before goodwill amortisation and exceptional items Coach USA costs under control; May/June revenues 2Prior year comparative figures have been re-stated for FRS 19, ``Deferred Tax'' 8% below the prior year; full year operating profits expected to be no better than 2002 Full business review of Coach USA to be undertaken by December 2002 2002 / 1 Stagecoach Group Key Data Stagecoach Group is one of the world's largest transport groups, operating over 20,000 vehicles Operating profits The Group now has approximately 39,000 employees worldwide. by division C»m) It services more than a billion passengers with its operations in Cpre goodwill and the UK, the USA, Canada, Hong Kong, mainland China and New exceptionals) Zealand. The Group's businesses include bus, train, tram, express coach, taxi and ferry operations. The Group is organised into four principal operating divisions: UK Bus, Coach USA, Overseas Bus and Rail. The Group will continue to focus on its core bus and rail operations and develop opportunities which continue to add value for shareholders. UK Bus One of the largest UK Bus operators principally focused on providing scheduled passenger services. Currently has around 16% of the UK Bus market. Comprises 12 principal operating units with over 90 depots spread throughout the UK. Revenue breakdown by division C»m) Turnover: »567.9m Operating profit: »71.1m* Approximate fleet size: 7,000 buses and coaches. Coach USA Largest provider of motorcoach charter, tour and sightseeing services in the United States. Also provides commuter and transit motorcoach services, taxi cab and other passenger ground transportation services. Operates in 35 states of the USA and also in Canada, with more than 120 operating locations. Turnover: »682.3m Operating profit: »41.2m* Approximate fleet size: 14,300 vehicles Cincluding driver-owned Key cabs). UK Bus Coach USA Overseas Bus UK Rail Virgin Rail* *Operating profit/Closs) figures are stated before goodwill amortisation and *this represents the Stagecoach Group share in Virgin Rail 149%) exceptional items. 2/ 2002 Stagecoach Group Key Data Turnover from continuing group Dividend Adjusted earnings operations 1»m) per share 1p) per share 1p) 1restated following adoption of FRS 19) Overseas Bus Other Investments and Joint Ventures Largest provider of scheduled bus services in both Hong Kong thetrainline.com and New Zealand. Also, small bus operations in mainland China Largest UK rail Internet and call centre booking service. A joint and ferry operations in Auckland, New Zealand. venture between Stagecoach and Virgin, with the Group holding Turnover: »194.7m a 49% equity interest. Operating profit: »34.1m* Turnover: »11.7m share Approximate fleet size: 2,150 buses and coaches. Operating loss: »C4.4m)* share. Road King Operates 1,100km of toll roads throughout China on over Rail 30 highway projects in partnership with the Chinese Provincial Comprises three subsidiary operating companies: South West Authorities. The Group owns 25.2% of the ordinary shares of Trains, Island Line and Sheffield Supertram. Also comprises the Road King. Group's joint venture, Virgin Rail Group, in which it holds a 49% equity stake. Prepayment Cards South West Trains, Island Line and Virgin Rail Group operate Smart card payment and ticketing systems. The Group has a fixed-term franchises awarded by the UK's Strategic Rail 23.5% equity interest in Prepayment Cards. Authority. RTI Stagecoach South West Trains operates train services in South West England. Developer of guided bus rapid transit systems. Stagecoach owns Virgin Rail Group operates the West Coast Main Line Cfrom a 50% equity interest in RTI Stagecoach Limited and other Scotland to London) and the CrossCountry franchise CSouth West related development companies. England, North of England and Scotland). Chongqing Island Line operates the train service on the Isle of Wight. The Group owns 45% of Hong Kong Kwoon Chung Bus Investments Limited which, in turn, holds investments in bus and As the name suggests, Sheffield Supertram operates trams in the ferry ventures in Chongqing, South West China. city of Sheffield. Turnover: »402.8m subsidiaries *Operating profit/Closs) figures are stated before goodwill »261.2m share of Virgin Rail Group amortisation and exceptional items. Operating profit: »31.3m* subsidiaries »10.8m* share of Virgin Rail Group. 2002 / 3 Chairman's and Chief Executive's statement Stagecoach is focusing on innovative solutions to passenger transport needs in all its global operations In common with the transport sector as a whole, Stagecoach of the revenues of the UK rail network and these two Group has faced unprecedented challenges over the past year. developments will help to secure our long-term presence The economic aftermath of the tragic events of September 11 in that market. in the USA and the well-documented problems of the UK rail During the year, passenger services at South West Trains were infrastructure network resulted in a difficult trading environment. disrupted by industrial action. We felt the disputes were Turnover for the year was »2,111.4m C2001 ^ »2,083.5m). unjustified and unnecessary. We had a clear strategy to protect Operating profit before goodwill amortisation and exceptional our passengers' interests and this proved to be successful. items was »166.6m C2001 ^ »198.9m). Earnings per share on We believe the strong management action adopted will make the an equivalent basis were 6.3 pence C2001 ^ 7.5 pence). process easier to manage in the future and we will continue to seek to create an improved industrial relations climate. The Board of Directors are recommending that a final dividend of We also believe that the train operating companies must be 1.3 pence per share C2001 ^ 2.5 pence) is proposed, giving a total involved with the Strategic Rail Authority in the development of dividend of 2.6pence C2001 ^ 3.8 pence). This rebasing of the its strategy for the UK rail network. Earlier in the year, we issued dividend reflects the reduction in current year profitability and a document entitled ``A Platform for Change''. This document the current outlook. was intended as a discussion paper that advocated vertical integration for the railways, which would be achieved by bringing The new financial year has begun with a major step forward in the trains and the track under a single management structure. each of our two main rail businesses. At South West Trains, we We continue to believe that a more integrated rail industry signed a deed of amendment in June 2002 to the existing would not only further support the delivery of a safe and reliable franchise which is due to expire in February 2003. This provides rail network but would also align with the interests of passengers for additional funding to be made available by the Strategic Rail and shareholders alike.