transforming travel in 2003/04

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1 transforming travel in 2003/04 annual report 2004

2 01 Financial and operational highlights Business overview 06 Chairman s statement 07 Chief Executive s review 15 Financial review 19 Board of Directors 20 Corporate governance 25 Directors remuneration report 31 Directors report 34 Directors responsibilities As the UK s largest surface transport company, with 62,000 employees across the UK and North America, our vision is to transform travel providing public transport services that are safe, reliable, high quality, personal and accessible. This report details how we are delivering our promises to our customers, employees, communities and shareholders. 35 Independent auditors report 36 Consolidated profit and loss account 37 Balance sheets 38 Consolidated cash flow statement 38 Reconciliation of net cash flows to movements in net debt 39 Consolidated statement of total recognised gains and losses 39 Reconciliation of movements in shareholders funds 40 Notes to the financial statements 62 Group financial summary 63 Shareholder information UK Bus We are the UK s largest bus operator, running more than one in five of all local bus services and carrying over 2.8 million passengers every day. 80% of our operations are in urban areas where the bus is the most effective means of tackling traffic congestion. We are working in partnership with local authorities and other stakeholders to provide cost effective, urban transport solutions that bring improvements to the travelling public. UK Rail We operate passenger and freight services in the UK. Our passenger operations include intercity (First Great Western, TransPennine Express and Hull Trains), London commuter (First Great Western Link) and regional (First North Western). We commenced operation of the new TransPennine Express franchise on 1 February 2004 and First Great Western Link, the suburban services into London Paddington, on 1 April We operate freight services through GB Railfreight. North America Headquartered in Cincinnati, Ohio, our operations are spread across the US and Canada. First Student We are the second largest provider of student transportation in North America with a fleet of some 17,400 yellow school buses, carrying over 1 million students every day across the US and Canada. First Transit Our transit contracting and management operation is the largest private sector provider in the US. We manage public transport systems on behalf of cities such as Houston, Los Angeles and Denver. We also manage call centres, paratransit operations and other related light transit activities. First Services Our services operation is the largest private sector provider of vehicle maintenance and ancillary services in the US. As well as maintaining vehicle fleets and equipment for public sector customers such as cities, counties, fire and police departments, we also operate a specialist business which provides a full turnkey operation, fitting communications equipment to emergency service vehicles.

3 01 Financial and operational highlights Turnover up 8% to 2,479m Adjusted earnings per share 1 up 2% to 27.3p Dividend per share up 6% to 11.65p Group return on capital employed 12% North America US Dollar operating profit 1 up 15% strong growth continues UK Bus revenue up 5.4% further growth in London and urban areas UK Rail First Great Western passenger income up 8% Group turnover ( m) 2, ,291.0 Group operating profit 1 ( m) Profit before tax 1 ( m) Profit on ordinary activities after tax ( m) Adjusted basic earnings per share 1 (pence) Basic earnings per share (pence) Dividend per share (pence) EBITDA 2 ( m) Interest cover 3 7.2x 5.6x 1 Before goodwill amortisation, exceptional items and profit on disposal of fixed assets, as shown in the consolidated profit and loss account on page 36 2 Group operating profit before goodwill amortisation and exceptional items, plus depreciation 3 Calculated as EBITDA 2 divided by net interest payable and similar charges before exceptional items Operating profit ( m) Turnover ( m) UK Bus 111.2m UK Rail 49.8m North America 63.5m UK Bus 906.2m UK Rail 945.0m North America 620.7m Operating profit in UK Rail is stated after charging the finance cost of assets, which is implicit in the operating lease rentals, whereas UK and US Bus operating profits are stated before finance charges. Interest costs, as disclosed in note 6 to the accounts, were 42.8m.

4 transforming travel in 2003/4 People have a choice in how they travel and we want them to choose First. Our vision is to Transform Travel providing public transport services that are safe, reliable, high quality, personal and accessible. Here we outline some of the initiatives, including new technology, that we have introduced to transform travel for our customers and continuously improve the services we operate. open up to read more >> Getting the green light for buses New bus priority lanes and guided busways enable buses to get through congestion meaning shorter, more reliable journeys for our passengers. In major cities such as Aberdeen, Bradford, Bristol, Glasgow, Leeds, Manchester and York we have worked in partnership with local authorities to introduce traffic priority measures, giving our buses the green light to cut through the traffic, speeding our passengers on their way.

5 Get the message No more waiting around at bus stops. Customers regularly tell us that reliability is one of the most important factors in their journey. So we are working hard to remove the uncertainty from public transport. For example, passengers in the Leicester area can now use their mobile phones to find out when the bus is coming. By keying in a code, which is displayed at the bus stop, passengers receive a text message within 30 seconds indicating when the next bus is due. This is just one of the ways we are using new technology to make bus travel easier and more predictable. First PD Blue Today s police patrol car is a mobile state of the art crimefighting machine. First Services, through its acquisition of L&E Mobile, adds value in more ways than one. By installing high tech equipment such as on-board computers, radar, cameras and Access all areas All our new trains and buses offer easy access and facilities for disabled travellers, passengers with buggies, children and heavy shopping. Our new buses are low floor and some even kneel to give curb level access. On our new trains we have spacious toilet facilities providing easy access for wheelchair bound passengers, as well as secure baby changing facilities for parents. Our investment to improve accessibility to our services means that we really are opening up public transport for everyone. strobe lighting we provide a one stop shop for Police Departments in places such as Washington and Massachusetts. We keep their vehicles on the road, so they can keep crime off the streets. Supermarket on rails Keeping prices low is part of ASDA s culture and we are delighted to be able to help Britain s best value retailer with a contract to move over 2,000 containers a year. The deal to move freight from Felixstowe to the Midlands is the first ASDA has struck directly with a rail freight company and was won by GB Railfreight because of its innovative approach to moving traffic off the road and onto the rails. So, it s right for ASDA and right for the environment.

6 Fresh air bus Our hydrogen-powered buses, currently being trialled in London, produce just fresh air and water, so we can all breathe more easily. We are operating three zero emission fuel cell buses in London as part of a trial funded by the EU, the largest project of its type anywhere in the world. This is an important step in the ongoing development of clean urban transport combining energy efficiency with cost effectiveness. We ve parked 3 million cars... Our park and ride sites are a huge success. Over 3 million cars use our park and ride facilities in cities such as Leeds, York, Aberdeen, Bristol, Norwich, Stoke and Bath. The four sites we serve in York are used by over one million cars per year and in the city, we have seen passenger growth of up to 40% on individual routes. Initiatives such as these are tackling the problem of traffic congestion and of course help provide a better environment and safeguard our historic city centres. Ultimate safety weapon The stop sign on our yellow school bus means just that. Car drivers know they must respect it in the name of safety; and safety is our business across all of our operations in the UK and North America. It is the first item on the agenda at our Board meetings and we have a continuous programme to inbed a culture of safe working practices across our Company. It is an on-going task and we are always working to improve our record. So stop isn t a word we use when we talk about improving safety.

7 Keeping our cool Seeing the whole picture Our new integrated control centre at Swindon not only lets our managers view the status of all the trains in the Great Western Zone, but also improves the liaison with Network Rail and other rail contractors. By working together, we are able to ensure a seamless operation that The new cooler units we fitted on our First Great Western fleet of High Speed Trains (HSTs) ensured that both our engines and our passengers remained cool, despite soaring temperatures last summer. This, together with improvements in our maintenance systems, ensured that we achieved record levels of service reliability, giving a new lease of life to the HST units, which continue to be the most successful diesel trains ever produced, and form the backbone of our First Great Western fleet. helps to keep trains running on time. Improved co-ordination means problems can be solved more quickly and passengers are kept informed with up-to-the minute information. This model can be rolled out to deliver improved integration across other parts of the railway network. The future is yellow Yellow school buses are part of the fabric of society in North America. A tried and tested product which parents know they can rely on to get their children safely to and from school. We are the second largest operator of school buses in North America and now we are bringing them to the UK a proven concept which can help reduce traffic congestion from the school run and increase the safety and security of our children.

8 06 Chairman s statement The safety and security of passengers and staff is of paramount importance to the Group. Buses and trains remain among the safest methods of surface transport, and we will strive to ensure that we use every opportunity to improve our performance wherever possible. I am pleased to report another year of excellent progress across all divisions. All of our new businesses have performed ahead of our expectations confirming our ability to make earnings enhancing acquisitions and integrate and manage new businesses effectively. Group turnover and profit before tax, exceptional items and goodwill amortisation, have again increased with strong underlying cash generation that has enabled us to invest a net 197m in the business through capital expenditure and acquisitions whilst continuing with our progressive dividend policy and share buy back programme. Turnover has increased to 2,479m (2003: 2,291m) and profit before tax, goodwill amortisation and exceptional items increased to 161.3m (2003: 159.8m). This result is impressive, as we have absorbed some 32m of additional costs and subsidy reductions in our UK operations. Adjusted basic earnings per share has increased to 27.3p (2003: 26.8p) and the Board has proposed a final dividend, subject to approval by shareholders, of 7.9p making a full year payment of 11.65p, an increase of 6%. The dividend is covered 1.9 times and will be paid on 27 August 2004 to shareholders on the register on 23 July The Group s strong financial position is underpinned by an investment grade BBB stable credit rating from Standard & Poor s. In December we successfully issued a 250m 15-year bond, which was substantially oversubscribed, to improve our debt maturity profile and reduce bank debt. The Group now has, on average, 250m of unutilised bank borrowing headroom. A number of strategic acquisitions and franchise wins took place during the year which strengthened the Group s core businesses. In July we acquired a North American transit business which complements and extends our existing operations in this sector. In August we acquired GB Railways Group Plc, which gives us an entry into the growing rail freight market through GB Railfreight, and into passenger operations on the East Coast Main Line through Hull Trains. On 1 February 2004, we commenced operation of the TransPennine Express passenger rail franchise for eight years with an option to extend for a further five years. On 1 April 2004, we took over the franchise to run suburban services from London Paddington, as First Great Western Link. In March, we announced a number of changes to simplify reporting lines and strengthen the Board by the appointment of Dean Finch as Commercial Director and David Leeder as Director, UK Bus. Dr Mike Mitchell, previously Chief Operating Officer UK, becomes Business Change Director and will step down from the Board later in the year prior to his retirement in Iain Lanaghan, currently Finance Director, will step down from the Board at the end of May and will leave the Group later in the year. He will be succeeded by Dean Finch. I would like to thank Mike and Iain for their contribution to the Group and wish them every success for the future. We have a strong and dedicated workforce and once again I would like to thank them for their hard work and commitment delivering another set of good results for the Group. We will continue to increase shareholder value by expanding our businesses in North America and the UK through a combination of organic growth and acquisitions. We are extremely pleased with the performance of our North American operations and confident about the prospects for growth in this very large and fragmented market. Our UK bus business continues to generate significant cash flow and we anticipate further growth in London and other cities where we are able to work with local authorities to manage traffic congestion. In UK Rail, we will continue to bid for new franchises in order to create a strong portfolio of railway operations and we are encouraged by the opportunities for further expansion in the rail freight market. Martin Gilbert Chairman Operating profit referred to in this statement and in the Chief Executive s review and Financial review refers to operating profit before goodwill amortisation and exceptional items.

9 07 Chief Executive s review Overview Safety Safety is our number one priority and every employee has a responsibility for safety. The right attitude towards safety and putting in place the right policies, procedures, equipment, training and support will help us embed a safety culture. I am pleased to report that across the Group lost time incidents have been reduced and we have seen positive trends in other key safety indicators. The separate Corporate Responsibility Report details the progress we have made to further improve our safety record, as well as to advance environmental management and stakeholder consultation in the communities in which we operate. Results I am extremely pleased to report another successful year with expansion in our core markets in the US and UK. Group turnover increased by 8% to 2,479m (2003: 2,291m). Operating profit was 204.1m (2003: 216.1m). Underlying growth in earnings, together with management actions to control costs, was offset by 17m reduction in rail subsidy and increased franchise payments, as well as increased National Insurance and Pension contributions of 15m. Strong EBITDA (operating profit plus depreciation) of 307.1m (2003: 315.3m) has enabled the Group to continue to invest in the business, with net capital expenditure and business acquisitions totalling 197m, as well as increasing the dividend by 6% and returning 29m to shareholders through the further repurchase of equity during the year. Over the last five years the Group s revenue profile has changed substantially. Approximately 80% of the revenue in our North American operations is secured under medium-term contracts. Currently the Group has contracts with government agencies and other large organisations for periods averaging 3-5 years in both North America and the UK, representing a secure revenue stream worth 2.8 billion. As we expand in North America and grow our UK rail operations we expect that more than half of the Group s annual revenues will be covered by such contracts. North America In North America the Group is the second largest operator of student transportation with some 17,400 school buses across the US and Canada. We operate the largest transit contracting and management business in North America and we have an expanding management and maintenance services division. Results I am delighted with our performance in North America where we have delivered a fifth year of strong growth. Turnover from our three North American operations increased to 620.7m or $1,051.6m (2003: 582.4m or $901.0m), an increase in US dollars of 16.7%. Operating profit increased to 63.5m or $109.2m (2003: 61.3m or $95.1m), an increase in US dollars of 14.8%. Margins in each of the divisions have been maintained or increased. The business is generating excellent returns with EBITDA of 107.1m or $183.7m (2003: 103.3m or $159.5m) making the business self financing for maintenance capital expenditure, contract growth and in-fill acquisitions. Since acquisition in 1999, turnover has grown by 73% and profit has grown by 65%, generating a cash return on invested capital of 12% which comfortably exceeds our cost of capital. First Student The division has had a very successful year. US Dollar turnover and operating profit increased by 10% with margins maintained at 13.8%. We now operate approximately 17,400 buses, an increase of approximately 1,900 buses during the year. We retained 90% of our existing school bus

10 08 Chief Executive s review continued contracts that came up for renewal and we won contracts to operate some 1,300 additional buses. We were particularly pleased to be awarded the management contract to run all of the 683 school buses on behalf of the City of Boston. The start up of this large contract and other new business in the autumn of 2003 went extremely well. We have also obtained significant additional business in Pennsylvania, Washington and California as well as continuing to gain new business in Illinois, Minnesota, Massachusetts, Missouri and Louisiana. We have continued to make strategic in-fill acquisitions of smaller privately owned school bus companies at attractive multiples and during the year acquired approximately 560 new buses. We purchased two New York state based companies operating 285 buses that fit well with our current business mix in that region. In addition, we made our first acquisition of 35 buses in the large and growing Miami market. At the end of March 2004, we purchased a 244 bus company operating in New Hampshire and Vermont, which will contribute to the trading result for 2004/05. Bidding is under way for new contracts to commence in autumn 2004 and we are confident that we will be able to continue to win and acquire new business at our target margins. First Transit US Dollar turnover increased by 25% and operating profit by 32%. These results include nine months contribution from the transit business we acquired in July 2003 for $22.5m. This business, which has proved to be an excellent fit with our existing operations, is performing ahead of our acquisition model and has an annualised turnover of $95m, with contracts to operate some 1,200 buses on behalf of transit authorities in states such as California, Florida and New York. The strategy of First Transit is to gradually increase margins on urban transit contracting business and to develop the fast expanding and higher value call centre, paratransit and transit management markets. In line with this strategy we entered the corporate shuttle market with the strategic purchase of a small company operating university and corporate shuttles in the three states of Michigan, Ohio and Kentucky. During the year, bidding remained competitive for new and rebid contracts and we withdrew from, or did not renew, some of our lower margin contracts. However, we renewed important contracts with the cities of Miami and Los Angeles and most recently we were delighted to be re-awarded the contract to run the largest paratransit call centre in New York. We also gained new outsourced management contracts from the public sector in Arkansas, North Carolina, Illinois and Virginia. First Services The division, which provides a range of management and maintenance services, has had a very successful year with US dollar turnover increasing by 35% and operating profit by 38%, reflecting significant growth in First Vehicle and a full year contribution from L&E Mobile which has proved to be an excellent acquisition. This specialist business, which fits communications equipment into police cars and emergency vehicles, was acquired in February During the year, 100% of all rebids were retained without margin dilution. First Services has also seen significant contract growth with the addition of 11 new contracts including Atlantic City, Arlington, Roswell and Exxon Mobil Inc. In addition, L&E Mobile has won contracts with the Massachusetts State Police and American Water Inc., servicing 500 and 800 vehicles respectively. Over the next Yellow School Buses in North America North American Divisional Turnover ($m) Student 616.7m Transit 330.4m Services 104.5m Total $1,051.6m

11 09 12 months the business plans to increase its range of services and look for additional opportunities in the Federal sector. The outlook for further growth remains strong. Investment and margins The North American operations are now able to fund their own maintenance capital expenditure, contract growth and in-fill acquisitions from internally generated resources. We have achieved excellent returns from acquisitions demonstrating our rigorous investment criteria. All new investment, including contract bids, must meet our internal return targets to ensure that margins in each of the divisions are maintained. Outlook North America Our North American operations are delivering excellent returns for shareholders, and we are confident that we can continue to expand the business and maintain margins through our proven combination of organic growth and well researched acquisitions. UK Bus The Group is the largest bus operator in the UK with a fleet of 9,300 buses, and a market share of approximately 23%. We carry some 2.8 million passengers every day. Results Turnover increased to 906.2m (2003: 859.4m) and operating profit before lease financing costs was 111.2m (2003: 111.7m). This is a particularly pleasing performance as the division has absorbed 12m of additional costs comprising 4m in National Insurance charges and 8m of additional pension contributions. The absorption of these additional costs, combined with a small increase in volume (1%) and maintaining bus fares at around the level of inflation, has resulted in a fall in operating margin to 12.3% (2003: 13.0%). London The introduction by Transport for London (TfL) of the congestion charge in February 2003 has created worldwide interest because of the dramatic and sustained reduction in traffic delays. We have invested heavily to increase the size and quality of our London bus fleet and properties to support this policy. Contract mileage operated on behalf of TfL has increased by 13% and average bus speeds in the capital have improved by around 15%. We now operate approximately 1,370 buses in London (2003: 1,235). We have opened two new depots at Willesden and Rainham and are developing a new site in Dagenham. We are now well placed to benefit from further growth in the London bus market because of our strong position in the Thames Gateway corridor, which is expected to be the focus of substantial growth in population and employment over the next few years. Urban areas In urban operations outside London, which represent approximately 55% of our business, passenger growth continues to be driven by a mixture of our own marketing initiatives and partnership working with local authorities to develop bus lanes, park & ride sites and other projects to improve the competitive position of public transport. Our policy is to concentrate our capital and operating investment in those areas where local councils are committed to supporting the use of public transport. In York, where passenger volumes have grown by up to 40% on individual routes, we will introduce a fifth park & ride site in partnership with the City Council in In other areas, we have seen increases on individual Quality Partnership routes of up to 28% in Essex, 20% in Manchester and 13% in Glasgow. We continue to work closely with South and West Yorkshire Passenger Transport Park and Ride Service in York

12 10 Chief Executive s review continued Executives and the district councils to develop the Yorkshire Bus Initiative. We have already provided 86 new buses to upgrade services in Sheffield and Leeds, and we hope to introduce the first pilot projects for our new concept vehicle during 2004/05. In Sheffield we have signed a draft Statutory Quality Partnership agreement for bus services in the north of the city, under which the local authority will improve the public transport infrastructure and we will introduce new vehicles and improved levels of service and reliability. It is through programmes like these that we will be able to develop cost effective urban transport solutions that bring real improvements to the travelling public. During the year, we have focused on building loyalty with various customer groups such as students and commuters through targeted campaigns. Improved point of sale marketing material also helped to increase sales of daily, weekly and monthly season tickets which encourage customer loyalty and speed up boarding time on the bus. Rural operations Rural operations represent less than 20% of our business. We welcome the Government s new Kickstart initiative which will enable us to develop more marginal services where car ownership and congestion is increasing and passenger volumes continue to fall. In Devon and Cornwall we have carried out a complete review of our route structure with the objective of improving frequencies on the higher-demand corridors. In many rural areas we operate local authority contracts to provide socially necessary services. In Wales, where the Welsh Assembly Government has introduced free travel for senior citizens, we have provided new buses as a response to the increase in patronage. In April 2003 we established a new base in North Staffordshire, with 20 new buses, to provide a bespoke bus replacement service to support the West Coast Main Line rail upgrade works. We plan to develop further contracted bus services in 2004/05. Yellow School Bus We continue to develop our school bus pilot projects and now have seven programmes across the UK. We were encouraged by the Transport Select Committee s Report on school transport which proposed a large-scale yellow bus trial to assess its potential impact on modal shift. We have ordered a further 26 new buses for further projects in Investment Capital expenditure has been focused on areas of high passenger growth in major urban centres such as Sheffield and Leeds. During the year 65m was spent on new, low-floor, easy access vehicles and 25m has been spent on new depots, principally in London, Glasgow and Bolton. In December 2003 we completed the acquisition of a 90% stakeholding in Aircoach, the leading operator of express coaches between Dublin city centre and the airport and contracted services for airport car parks. We believe this puts us in a good position to benefit from the forthcoming liberalisation of the Irish transport market. Operational performance As part of our continued drive to control costs and reduce overheads we have reorganised our divisional management structure and are undertaking a thorough review of business processes. We have already made good progress in improving our recruitment methods which resulted in a reduction in driver shortages at the year end. Aircoach Express Coaches in Dublin Bendy bus in London

13 11 We continue to achieve useful cost savings across a range of goods and services through centralised purchasing procedures. Accounting functions have also been rationalised and overhead costs reduced through the opening, earlier in the year, of the Shared Service Accounting Centre in Aberdeen. Throughout the year we have worked closely and productively with staff, trade unions and local management to reform pension provision within our UK bus companies. The varied plans inherited from previous owners are being combined to reduce administration and funding costs, introduce risk sharing and produce substantial savings, as well as improving investment performance. A wider range of savings plans is also now offered to employees. Outlook UK Bus The results of congestion charging in terms of modal shift, reduced congestion and improved environment have been unprecedented. We believe that the London experience demonstrates what can be achieved to improve traffic flow in our major towns and cities, and the role that buses can play in providing an alternative to private motoring. We look forward to developing further bus priority and route enhancement projects with environmentally minded local authorities. We will continue to focus on growing passenger volumes, as well as further developing our contracted bus business, whilst targeting continued cost control and process improvements. UK Rail The rail division operates passenger and freight services in the UK. Passenger rail franchises operated during the year consisted of First Great Western, First Great Eastern, First North Western, Anglia and TransPennine Express. Hull Trains is a non-franchised, open access intercity passenger train operator and we provide rail freight services through GB Railfreight. Results Turnover in the Group s rail division was 945.0m (2003: 842.3m) and operating profit was 49.8m (2003: 61.3m). This is a strong result as it reflects the combined impact of the reduction in subsidy on First Great Western and the increase in franchise payments on First Great Eastern totalling 17m, as well as increased National Insurance and pension costs of 3m. Franchise changes During the year we were successful in winning two out of the three franchises for which we submitted bids. The Group is now shortlisted for all four franchises in the current round Northern, ScotRail, Integrated Kent and InterCity East Coast, demonstrating that we have a long-term role to play in the UK rail industry. The division continues to work closely with the Strategic Rail Authority (SRA) and Network Rail. In addition we were pleased that the provisional findings of the Competition Commission would allow us to proceed with our bid for ScotRail, subject to mutual agreement of behavioural undertakings principally concerning a small number of individual bus routes in Scotland. On 1 February 2004 we commenced operation of the new TransPennine Express franchise with our partner Keolis. The franchise, which consists of intercity services between the North West and North East of England, runs for a period of eight years with an option to extend for a further five years. Operations have started well and we are very encouraged by passenger volumes, which are running ahead of expectations in the first two months. We have already ordered a 260m fleet of new trains and contracted for two First Great Western Adelante train at Paddington GB Railfreight Class 56 locomotive

14 12 Chief Executive s review continued new maintenance depots that will greatly improve the service offered to passengers in the region. On 1 April 2004 we commenced operation of suburban services from London Paddington in a new franchise branded as First Great Western Link. This new franchise will run for two years and allow us to offer significant benefits to passengers through the integration of services into Paddington ahead of the creation of the Greater Western franchise in From December 2004, a new integrated timetable will offer an 18% increase in capacity on suburban trains. In addition, services to Oxford and the Cotswolds will benefit from new InterCity quality 125 mph trains and there will be improved journey times to Devon and Cornwall. During the year we continued to operate First North Western on behalf of the SRA. This franchise will become part of the new Northern franchise later in Operational performance Passenger income on First Great Western continues to show encouraging growth of 8%. Operational performance has been at its highest level since 2000 with delay minutes attributable to us reduced by 24% in the period. Passenger complaints during the year are also significantly down. Improvements in our maintenance systems on High Speed Trains have resulted in the best availability for these units that we have ever experienced. The reliability of the new Adelante units has also improved. A new platform has been opened at Swindon on the Great Western main line, funded jointly by the SRA, Network Rail and First Great Western, which has simplified train operations through the station and improved operating reliability. Network Rail is making further improvements to the infrastructure in the Thames Valley area and Cornwall, which will improve train running. We have opened a joint control room with Network Rail at Swindon which has enabled us to co-ordinate and simplify train operations in the Great Western zone. This model can be rolled out to deliver improved integration across other parts of the railway network. Acquisitions Through our acquisition of GB Railways we acquired GB Railfreight (GBRf) and Hull Trains. Hull Trains Hull Trains is a non-franchised, open access InterCity train company operating between London Kings Cross and Hull. It now carries 330,000 passengers per year with four direct services from London to Hull each weekday. The company has upgraded its fleet of class 170 multiple units and has placed an order for four new four-car class 222/1 Bombardier 125 mph trains, which will reduce the journey time by approximately 15 minutes, when they enter service in 2005 and is expected to further increase patronage on this corridor. GB Railfreight The UK rail freight market is estimated to be worth some 725m per annum and we have been encouraged by the continued expansion of GBRf. The company was created in 2000 and has grown rapidly by offering a high level of service developed through a flexible business model. GBRf now provides freight services for customers such as Network Rail, British Gypsum and Medite Shipping Company Limited. During the year the company has won new contracts from Network Rail for haulage, as well as a contract for the operation and management of the infrastructure owner s Whitemoor depot in Cambridgeshire. In addition it has started new intermodal services from Felixstowe, which are used by, amongst others, ASDA for the transport of their goods to the Midlands. GBRf has ordered 93 container flat wagons with New Class 185 trains ordered for TransPennine Express Franchise

15 13 a capital value of over 4m to support these new contracts. We believe that the rail freight market offers further growth opportunities for the Group. Outlook UK Rail We have an active programme of new franchise bids under way which offer excellent prospects for the future growth of the division and, in addition, we are expanding our rail freight activities. We welcome the opportunity to be involved in the Government s Rail Review and remain very optimistic about the role we can play in the future of the UK s railways. Staff I would like to thank all our staff for their continued commitment to the Group. We place high importance on the views and concerns of our workforce. Our fourth employee satisfaction survey showed improvements in performance in all ten areas covered by the survey and an overall increase in satisfaction since the last survey. We are actively addressing areas of concern which were highlighted by the survey and continue to feed back actions and progress to staff. Retention and recruitment of high quality staff is a key issue within our industry. The Group has become a Recruitment Partner of Choice nationally with JobCentre Plus which will provide wider geographic coverage of job opportunities in the Group. The Group has also become an Age Positive Champion in particular reflecting our newly launched Flexible Decade of Retirement programme which provides our people with the opportunity to work beyond normal retirement age, but with flexible pension and working hour arrangements. We continue to encourage our staff to further their development and progress their careers within the Group. Our National Vocational Qualification programme continues to grow with 13% of the workforce now qualified and a further 3,000 drivers currently in training. The number of Workplace Learning Schemes has increased to 29 which means that over 10% of staff have access to workplace learning. This will increase to 15% with the opening of new centres in 2004/05. Environment and Community Our environmental management framework is now well established and all our companies and depots are audited against the requirements of the Group environmental management system. We have extended our supplier audit programme to include more companies, as well as social audits. An increasing number of our companies and divisions are now developing management systems in line with ISO We are very encouraged by the continued reduction in energy usage in our depots. For example, water usage fell by 8% and energy consumption by 10.5% within the bus division alone, as a result of local depot initiatives and incentives for staff. In terms of waste, the bus operating companies reduced the overall general waste arising by 7% and increased recycling by 16%. In the UK, we were pleased to support Future Forests a carbon neutral tree planting initiative to offset CO2 emissions. Our US operations are reducing emissions through investment in new engines and emission control technology. In recognition of our commitment to the environment we were delighted to receive the following awards during the year: the Green Apple Award, for the third year running, the Bus Industry Award for Environmental Achievement and the Network Rail Environmental Award, for Zero-emission hydrogen-powered bus in London Future Forests tree-planting initiative

16 14 Chief Executive s review continued the second time in three years. In addition we were very pleased to be included in the top 100 Business in the Community Corporate Responsibility Index. During the year the Group and its staff in the UK and North America have continued to support a number of local and national charities. Further details of all these activities can be found in our Corporate Responsibility Report which is published separately and is available on our website Group outlook I look forward to continued growth in North America where we have delivered five years of consistent profit growth. The business has highly dependable revenue streams of which approximately 80% are covered by medium-term contracts. In UK Rail we are well positioned to benefit from rail re-franchising, having been shortlisted for all four franchises in the current round. In UK Bus we are seeing further growth in our London business and other urban areas and continue to focus on cost control and process improvements. The Group s strong free cash flows will continue to be used to invest in the business, increase dividends and buy back shares while maintaining a strong balance sheet. With on average 250m of borrowing headroom, the Group is in a strong financial position to maximise opportunities for growth. I am extremely confident about our future prospects. Trading in the new financial year has started well and is in line with our expectations. First Great Western Driver Simulator Training Facility First-sponsored ARCHIE Bus in Aberdeen. Aberdeen Royal Children s Hospital is one of the charitable causes which the Company supported during the year Moir Lockhead Chief Executive

17 15 Financial review Year to 31 March 2004 Year to 31 March 2003 Operating Operating Operating Operating Divisional results Turnover profit 1 margin 1 Turnover profit 1 margin 1 m m % m m % UK Bus UK Rail North America Financing element of leases 2 (8.3) (6.7) Other (12.1) 6.9 (11.5) Total Group 2, , Before goodwill amortisation, exceptional items and profit on disposal of fixed assets. 2 Financing element of UK PCV operating lease costs. 3 Tram operations, central management, Group information technology and other items. Throughout the financial review, operating profit and operating margin are defined as being before goodwill amortisation and exceptional items. Overview The Group has a portfolio of businesses in the UK and North America which generate strong and predictable revenue streams with 40% of turnover arising from contracts with government and statutory bodies in the UK and US. The Group s cash flows are used to increase shareholder value by investing for growth, increasing dividends and, where appropriate, for share repurchases. The Group s pre-tax return on capital employed now stands at 12% and dividends have been increased by 6%, significantly ahead of inflation, giving an excellent yield. This year our cash tax rate is 17% and we expect this rate to remain low over the medium term. We have generated 312.3m of operational cash flow and invested a net 197.0m in the business through 147.3m of capital expenditure and 49.7m on business acquisitions. It is our policy to maintain a strong balance sheet and we have strengthened our financial position through the issue of an additional 250m 15-year bond. The weighted average duration of our debt is now equivalent to 9.7 years. Interest, before exceptional items, was covered 7.2 times by earnings before interest, tax, depreciation and amortisation (EBITDA). Results Turnover was 2,479.0m (2003: 2,291.0m), an increase of 8.2%. Operating profit was 204.1m (2003: 216.1m). This result was achieved despite increases in National Insurance and pension contributions of 15m and reduction in subsidies and increase in franchise payments in UK Rail of approximately 17m. North American turnover was 620.7m (2003: 582.4m). At constant exchange rates, this represents an increase of 16.7%. Operating profit for the division was 63.5m (2003: 61.3m), an increase of 14.8% at constant exchange rates. We continued our strong growth in First Student adding approximately 1,900 new buses. At constant exchange rates, turnover and EBIT increased by 10.4%, giving a margin of 13.8%. First Transit acquired a transit business during the year for $22.5m which was less than three times EBITDA. At constant exchange rates, turnover increased by 24.5% and operating profit by 32.3% giving a margin of 5.0%. First Services results incorporate a full year contribution from L&E Mobile, which was acquired in February At constant exchange rates, turnover increased by 35.4% and operating profit by 38.2% giving a margin of 7.3%. The margins in First Transit and First Services reflect the low capital investment requirements in these businesses. UK Bus turnover was 906.2m (2003: 859.4m), an increase of 5.4%, reflecting increased tender wins in London and growth in urban areas where we are able to work in partnership with local authorities. UK Bus operating profit was 111.2m (2003: 111.7m). This was a strong performance reflecting management actions to contain costs and improve operational efficiency which substantially offset the significant cost pressures from pensions and National Insurance contributions ( 12m). Operating margins were 12.3%.

18 16 Financial review continued UK Rail turnover was 945.0m (2003: 842.3m), an increase of 12.2%. Passenger income increased by 7.7% at First Great Western and increased by 4.5% at First Great Eastern. The acquisition of GB Railways Group Plc added 64.3m to turnover. UK Rail operating profit was 49.8m (2003: 61.3m) with the reduction principally due to subsidy reduction in First Great Western of 10.1m and an increase in the franchise payment in First Great Eastern of 6.5m. Since First Great Eastern was acquired in 1997, whilst consistently delivering profitability, a pre-privatisation subsidy of 40m has been converted into a 11.4m premium payable to the SRA. GB Railways contributed 2.8m of operating profit in the period since acquisition. The TransPennine Express franchise, which commenced in February 2004, is performing ahead of our expectations and contributed 2.6m to operating profit in the two months of ownership. Property The Group has a substantial portfolio of properties many of which are in prime sites in urban areas. We have a programme aimed at realising value from these sites which enables us to re-invest in more modern and efficient facilities and to generate cash which can be used for further investment within the Group. Property disposal gains in the year were 19.6m (2003: 10.0m). We expect to continue with this programme for a number of years. Goodwill The goodwill amortisation charge was 25.9m (2003: 25.8m) representing additional goodwill on acquisitions partly mitigated by favourable foreign exchange movements. Exceptional items The charge for the year includes 18.7m arising on the cancellation of certain US Dollar and Sterling interest rate swaps in April Subsequently, new US Dollar swaps were implemented with a significantly lower average interest rate of 2.85% and a longer term. Other exceptional items principally comprise 6.7m of bid costs, predominantly on UK Rail and 6.8m of restructuring costs mainly in UK Bus. This is the last year in which we expect to incur exceptional restructuring costs of this nature as we move towards completion of the restructuring of the UK Bus business. Interest charge before exceptional item The net interest charge was 42.8m (2003: 56.3m) with the reduction principally due to lower Sterling and US Dollar interest rates resulting from the cancellation of interest rate swaps. The interest charge was covered 7.2 times (2003: 5.6 times) by EBITDA. Taxation The taxation charge on profit before goodwill amortisation and exceptional items was 48.4m (2003: 47.9m) representing an effective rate of 30% (2003: 30%). Tax relief on US goodwill amortisation and exceptional items reduces the tax charge to 30.6m (2003: 35.8m). No tax has been provided on property gains as it is not envisaged that tax will become payable on these gains. The actual cash cost of taxation to the Group is 21.3m (2003: 27.2m) which is 17% of profit before tax (2003: 20%). The Group pays a minimal amount of tax on its profits in the US due to the ability to offset goodwill of some $650m spread over fifteen years from the acquisition of Ryder Public Transportation Services in 1999, and the level of tax allowances on the purchase of new buses. At 31 March 2004, in excess of $200m of accumulated tax losses were carried forward to be used against future profits in the US. We therefore believe that the level of cash tax charge in the US will remain at minimal rates for the medium term. A full reconciliation of the cash tax rate to the UK standard rate of corporation tax is set out in note 8 to the financial statements. Dividends The final proposed dividend per share of 7.9 pence (2003: 7.45 pence) takes the full year dividend per share to pence (2003: 11.0 pence), an increase of 5.9%, significantly ahead of the rate of inflation and in line with the Group s progressive dividend policy. The final dividend will be paid on 27 August 2004 to shareholders on the register at 23 July Earnings per share (EPS) The adjusted basic EPS, before goodwill amortisation, exceptional items and profit on disposal of fixed assets, was 27.3 pence (2003: 26.8 pence), an increase of 1.9%. Basic EPS was 22.3 pence (2003: 23.4 pence) with the reduction principally due to the level of exceptional charges, including interest, mitigated by higher property gains year on year.

19 17 Operating Year to 31 March 2004 Year to 31 March 2003 Operating EBITDA by division profit Depreciation EBITDA EBITDA profit Depreciation EBITDA EBITDA m m m % m m m % UK Bus UK Rail North America Financing element of leases (8.3) (8.3) (6.7) (6.7) Other (12.1) 1.8 (10.3) (11.5) 1.5 (10.0) Total Group Capital expenditure and acquisitions Capital expenditure, as set out in note 12, was 164.7m (2003: 106.4m) with the increase principally due to outright purchase of buses in the UK. The majority of capital expenditure was in our bus operations with 60.3m spent in North America and 64.9m in the UK. In addition 24.8m was reinvested in new bus depots in the UK. On 14 August 2003 our offer for GB Railways Group Plc was declared unconditional in all respects. Between this date and December % of the shares were acquired for 25.1m generating provisional goodwill of 20.2m. In December 2003 we acquired 90% of Aircoach, a leading operator of coaches between Dublin city centre and the airport, for a total consideration of 8.5m generating provisional goodwill of 9.0m. In July 2003 we acquired a transit business for a total consideration of $22.5m. Provisional goodwill arising on this acquisition amounted to $5.4m. In addition there were five bolt on acquisitions in North America during the year, however only four of these acquisitions contributed to the trading results in North America during the year. The total consideration for these six businesses was 26.4m and the goodwill arising on these acquisitions amounted to 14.9m. Cash flow EBITDA and EBITDA as a percentage of turnover, by division was as above. The Group s businesses continue to generate strong operating profits which are converted into cash. Net cash inflow from operating activities was 312.3m (2003: 219.7m). All of our businesses are either cash or contract based. During the year there was a positive working capital movement of 17m, reversing an outflow in the previous year of 83m, primarily resulting from timing differences in rail receipts and payments and in particular the commencement of the TransPennine franchise. Funding and risk management At the year end, total bank borrowing facilities amounted to 598m of which 525m is committed, and approximately 400m of these committed facilities had more than two years to maturity. Of these 525m committed facilities, 134.6m were utilised at 31 March The maturity profile of committed banking facilities is regularly reviewed and well in advance of their expiry such facilities are extended or replaced. In October 2003, the Group s short term committed bilateral facilities totalling 140m were replaced with new short term committed facilities for 125m, with more flexible terms. In December 2003, the Group successfully issued a 15 year 250m bond, repayable in The bond proceeds were swapped to US Dollars, and used to refinance US Dollar drawings under committed bank facilities. The bond transaction, which was oversubscribed 2.2 times, has further improved the Group s debt maturity profile which at the year end was 9.7 years (2003: 6.4 years). As the Group is a net borrower, it minimises cash and bank deposits, which arise principally in the Rail companies. The Group can only withdraw cash and bank deposits from the Rail companies to the extent of retained profits. The Group limits deposits to short terms, and with any one bank to the maximum of 30m, depending upon the individual bank s credit rating, which must not be less than A rated. The Group does not enter into speculative financial transactions and uses financial instruments for certain risk management purposes only. With regard to net interest rate risk, the Group reduces exposure by using a combination of fixed rate debt and interest rate derivatives to achieve an overall hedged position of between 75% to 100%. Fuel price risk from crude oil price volatility is 100% hedged in both UK Bus and Rail, this hedge expiring in March We have recently commenced effecting successor hedges and plan to be significantly hedged well ahead of April In North America the Group has hedged price risk at crude oil level of approximately 80% of our at risk fuel requirements up to June The Group hedges part of its exposure to the impact of exchange rate movements on translation of foreign currency net assets by holding currency swaps and net borrowings in foreign currencies. At 31 March 2004 foreign currency net assets were hedged 34% (31 March 2003: 35%).

20 18 Financial review continued Analysis of net debt Fixed Variable Total m m m Cash Rail ring-fenced cash and deposits Sterling bond ( %) (295.5) (295.5) Bond ( %)* (239.6) (239.6) Sterling bank loans and overdrafts (137.1) (137.1) US Dollar bank loans and overdrafts (9.5) (9.5) Canadian Dollar bank loans and overdrafts (8.0) (8.0) Euro bank loans and overdrafts (8.0) (8.0) HP and finance leases (20.9) (16.0) (36.9) Loan notes (8.7) (12.6) (21.3) Interest rate swaps, net 16.8 (16.8) Total (547.9) (82.8) (630.7) *The 2019 bond was swapped to floating rate US Dollars, and is shown net of arrangement costs and foreign exchange gains on retranslation to Sterling at year end. Net debt The Group s net debt at 31 March 2004 was 630.7m and is comprised as above. Shares in issue During the year 10.4m shares were repurchased and cancelled at a total cost of 29.2m. Accordingly the total number of shares in issue decreased by 2.5% from 413.4m to 403.0m. For the purpose of the EPS calculation (excluding 0.2m own shares held in trust for employees), the weighted average number of shares in issue for the year was 410.0m (2003: 416.7m). Foreign exchange The profits from North America have been translated at an average rate of 1:$1.69 (2003: 1:$1.55). The year end rate was 1:$1.81, compared with 1:$1.57 last year. Pensions During the year the Group was successful in achieving the merger of six existing occupational bus pension schemes and employee and employer contributions have increased with effect from April This will result in significant savings through reductions in annual administration costs and increased employee contributions, whilst still allowing us to offer a choice of salary related benefits to existing members, and career average or money purchase benefits to new employees. The introduction of this scheme, founded on cost sharing principles, should secure good pension provision, at an affordable cost and risk to both the Group and its employees, for the long-term. Pension and post retirement costs have been accounted for on a SSAP 24 basis. The total charge to the profit and loss account was 34.2m (2003: 26.1m). We have continued to apply the transitional rules and disclosures under FRS 17. At 31 March 2004, after taking account of deferred taxation, the FRS 17 net deficit in the Group pension funds, excluding Rail franchises, was approximately 162m (2003: 194m). In addition it should be noted that a post-tax deficit of 28m (2003: 20m) relates to Rail franchises where we believe that no liability will be borne beyond the end of the franchise. Equity markets have improved during the year, following the dip in 2003 around the time of the commencement of war in Iraq. This has helped to boost asset values, although the change in bond rates has led to a corresponding increase in the value of liabilities. The Group has continued to make tax-deductible payments into the schemes of 9m over and above the SSAP 24 charge, and intends that these payments will continue in the coming years. International Financial Reporting Standards The Council of the European Union announced in 2002 that all listed companies would adopt International Financial Reporting Standards (IFRS), formerly known as International Accounting Standards (IAS), from 1 January The adoption of IFRS will be first reflected in the Group s financial statements for the half year ending 30 September 2005 and the year ending 31 March The Group has established a project team to manage the convergence to IFRS. Throughout this process we have worked closely with our auditors, Deloitte & Touche LLP. At the date of this report, the Group has made good progress on converting to IFRS. The Group has undertaken an exercise to understand the differences between IFRS and the Group s current policies, and a conversion project is ongoing. The International Accounting Standards Board is expected to continue to issue further new standards during 2004, 2005 and beyond, for which the Group will consider early adoption on a case by case basis. In addition, the International Financial Reporting Interpretations Committee are expected to continue to issue interpretations which will apply to the standards that are mandatory for Accounting policies The financial statements for the year to 31 March 2004 have been prepared using the same accounting policies, as set out in note 1 to the financial statements, as were applied last year. Iain M Lanaghan Finance Director

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