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Final Results

20th May 2013 07:00

FIRSTGROUP PLC - Final Results

FIRSTGROUP PLC - Final Results

PR Newswire

London, May 20

FIRSTGROUP PLC PRELIMINARY RESULTS FOR THE YEAR TO 31 MARCH 2013

* Overall trading for the Group in line with management's expectations

* Proposed fully underwritten c.£615m capital raising transaction announced

separately today to remove the constraints of the current balance sheet and

enable the business to continue to invest for future returns, while

reducing leverage

* No final dividend proposed. New progressive dividend policy announced

today.

* First Student - recovery plan on track, building on progress made from a

more efficient operating model and uniform practices

* First Transit - strong growth underpinned by good contract wins, disposal

of First Support Services consistent with our strategy to focus on core

businesses

* Greyhound - margin expansion despite economic headwinds, further expansion

of Greyhound Express to new markets

* UK Bus - completed portfolio reshaping with c.£100m of disposals, including

sale of London depots announced in April. Comprehensive programme to restore performance and increase revenue and patronage delivering early positive results * UK Rail - continued strong performance, franchise extensions currently being negotiated and positioned for resumption of franchising process * Cash flow in line with expectations Continuing operations1: 2013. 2012 Change Revenue £6,900.9m £6,678.7m +3.3% Underlying2 - EBITDA3 £667.0m £742.9m -10.2% - operating profit £335.4m £428.5m -21.7% - profit before tax £172.4m £271.4m -36.5% - basic EPS 26.9p 40.0p -32.7% Statutory - operating profit £205.7m £448.0m -54.1% - profit before tax £37.2m £279.9m -86.7% - basic EPS 7.3p 42.7p -82.9% Final dividend per share4 Nil 16.05p Net debt5 £1,979.1m £1,837.5m +7.7%

1For all businesses excluding UK Railthis year includes 52 weeks compared to 53weeks last year.

2Before amortisation charges, ineffectiveness on financial derivatives,exceptional items, (loss)/profiton disposal of properties and discontinuedoperations. All references to `underlying' figures throughout this report aredefined in this way.

3 Underlying operating profit less capital grant amortisation plusdepreciation.

4No final dividend is being proposed. An interim dividend of 7.62p was paid on7 February 2013.

5Net debt is stated excluding accrued bond interest.

Commenting, FirstGroup's Chief Executive, Tim O'Toole said:

"With a fundamentally attractive portfolio of businesses and leading positionsin each of our markets, we are focused on delivering outstanding services toour customers and communities, and harnessing the significant opportunities wehave to create long term sustainable value. We have delivered a resilienttrading performance in line with our expectations and have also achieved mostof the other goals we had set ourselves during the year, including our c.£100mUK Bus disposal programme and divesting other non-core assets including FirstSupport Services. "The real long term opportunity for us, however, arises from our businessrecovery programmes, particularly in First Student and UK Bus. We have clearplans in place for all of our divisions, and while there remains significantwork to be done, our confidence continues to grow as a result of the progressto date. "The proposed c.£615m capital raising transaction we are announcing separatelytoday will remove the constraints from our balance sheet and enhance ourability to invest in our businesses going forward. We plan to invest around £1.6 billion across our five divisions over the next four years to underpingrowth and return our businesses to our target levels of profitability. Throughthese actions, combined with our scale and expertise, we are positioning thebusiness for improved growth and returning it to a profile of consistentreturns and cash generation. "We are targeting an appropriate, progressive and sustainable dividend policywith cover of 2.0 to 2.5x in the medium term. In the short term the Boardproposes that no final dividend will be paid in respect of the year to 31 March2013, nor an interim dividend for the year to 31 March 2014. Payments willrecommence with a final dividend for the year to 31 March 2014, subject toperformance in line with expectations, as a transition to re-establishing aprogressive dividend policy thereafter. While the exact quantum will bedetermined at that time, the Board's intent is to pay a transitional finaldividend of up to £50m in the year to 31 March 2014. "Martin Gilbert has today announced his intention to stand down as Chairman,once a successor has been appointed. On behalf of the Board and our 120,000employees, I would like to pay tribute to Martin and thank him for hisoutstanding contribution to the company. As Chairman and founder his vision anddrive have led the transformation of the Group and under his stewardship thebusiness has grown to become one of the world's leading transport operators." Contacts: FirstGroup plc: Tim O'Toole, Chief Executive

Chris Surch, Group Finance Director Tel: +44 (0) 20 7291 0512

Rachael Borthwick, Group Corporate Communications Director, Tel: +44 (0) 207291 0508 / +44 (0) 7771 945432

Stuart Butchers, Group Corporate Communications Manager, Tel: +44 (0) 20 72910507 / +44 (0) 7713 317979

Brunswick Group:

Michael Harrison / Andrew Porter, Tel: +44 (0) 20 7404 5959

A PRESENTATION TO INVESTORS AND ANALYSTS WILL TAKE PLACE AT 9:00AM TODAY

ATTENDANCE IS BY INVITATION ONLY A LIVE TELEPHONE `LISTEN IN' FACILITY IS AVAILABLE, FOR DETAILS PLEASE CONTACT +44 (0) 20 7725 3354 A PLAY BACK FACILITY WILL BE MADE AVAILABLE AT www.firstgroup.com/corporate/ investors/presentations.php PHOTOS FOR THE MEDIA CAN BE OBTAINED BY CALLING +44 (0) 20 7725 3354

Chairman's statement

In a sector which is a key enabler of economic development, the Group's diverseportfolio of businesses offer an attractive platform for sustainable growth.During the year we continued to take action to mitigate the effects of theprolonged economic downturn and to place the business on a firmer footing tocontinue to invest for the future and deliver improved growth and returns. The Group has grown rapidly over the last twenty years through a combination ofacquisition, organic growth and contract wins, and we have established abroad-based portfolio of market leading transport businesses in the UK andNorth America with unrivalled scale and breadth. We believe that ourwide-ranging stakeholders benefit from the diversity of the Group whichunderpins our wealth of expertise and unique knowledge of the many differentmarkets, networks, contracts and assets. The diversity of our portfolio also means that each of our businesses respondsdifferently to changes in the economic cycle, although the core drivers of ourindustry to some extent transcend the ebbs and flows of macro-economic trends.As the problems of congestion from urban growth continue to multiply, the needfor more efficient transport solutions is recognised as being ever morecritical. The external headwinds we have faced this year have been considerable. Thesustained economic weakness across the UK and North America continued to affectour passenger revenue businesses, and the impact of reduced Government supportfor the bus industry in the UK during the year has been marked. It has alsobeen an exceptionally challenging period for the UK rail industry and for ourrail business in particular, following the unexpected cancellation of theInterCity West Coast franchise competition. Notwithstanding the publicstatements from the Department for Transport (DfT) that we were not at fault,having followed due process and submitted a strong bid in strict accordancewith their terms, we were frustrated that our employees and our shareholdershad to endure this extraordinary series of events. In March, following thecompletion of two independent reviews, the DfT issued a detailed timetable forrail franchise awards over the next eight years and re-opened two of the livecompetitions to pre-qualified bidders, of which the Group was one. As the UK'slargest and most experienced rail operator, we remain committed to maintaininga leading position in the market, and look forward to submitting further highquality bids that deliver for passengers, taxpayers and shareholders. As we continue to manage in a climate of uncertainty, we have taken significantsteps this year to enhance our flexibility and strengthen our Group for thefuture. Across the business there is a resolute drive to harness our scale bydeveloping and sharing our global expertise for the benefit of our localmarkets. Led by Tim O'Toole, the management team remain focused on plans tostrengthen the business to address the challenges we are facing today, and todeliver sustainable growth for the future.

During the year we took steps to further strengthen the Board through a numberof new appointments.

On 1 August 2012 we were pleased to welcome Brian Wallace and Jim Winestock tothe Board as Independent Non-Executive Directors. Brian has held executiveboard positions within a number of FTSE 100 and FTSE 250 organisations, mostrecently as Group Finance Director of Ladbrokes plc. Prior to joining Ladbrokeshe was Group Finance Director and Deputy Chief Executive of Hilton Group.

Jim Winestock served in a number of senior roles and was a member of theManagement Committee during his career at United Parcel Service, Inc. Mostrecently he was Senior Vice President and Director of US Operations and GlobalSecurity with responsibility for all US operations and 360,000 employees.

Chris Surch was appointed to the Board as Group Finance Director on 1 September2012. Chris joined from Shanks Group plc where he was Group Finance Director.Prior to that, he held a number of senior financial roles including at SmithsGroup plc and TI Group plc. Together with strong financial leadership, hebrings considerable operational, strategic and international knowledge andexperience of significant business improvement programmes. On behalf of the Board, I'd like to extend our sincere thanks and gratitude toour 120,000 employees. They are the backbone of our organisation and ourgreatest strength. The engagement, support, and development of all our peopleis an important focus for management and vital to delivering our plans for thefuture. The Group remains a strong and profitable business with market leadingpositions. During the year we continued to take action to mitigate the effectsof the prolonged economic downturn and to place the business on a firmerfooting to continue to invest for the future. Having comprehensively reviewedother options, the Board is confident that the proposed capital raisingtransaction is the best solution for the Group, to remove the risk of a creditrating downgrade, right-size the balance sheet and give our management team theresources necessary to deliver their value-enhancing strategy for the Group. We are targeting an appropriate, progressive and sustainable dividend policywith cover of 2.0 to 2.5x in the medium term. In the short term the Boardproposes that no final dividend will be paid in respect of the year to 31 March2013, nor an interim dividend for the year to 31 March 2014. Payments willrecommence with a final dividend for the year to 31 March 2014, subject toperformance in line with expectations, as a transition to re-establishing aprogressive dividend policy thereafter. While the exact quantum will bedetermined at that time, the Board's intent is to pay a transitional finaldividend of up to £50m in the year to 31 March 2014. I am pleased to announce the fund-raising today, which will not only strengthenthe Group and support its continued growth but also underpin the ability toremain a dividend paying stock as well as supporting our investment graderating. When this project is complete, I intend to step down as Chairman once asuccessor has been identified. I have led the business for 27 years, fromstart-up to its current position as one of the world's great transport groups,and I am extremely proud of what we have achieved at FirstGroup in that time. Ishall be sorry to leave, but I'm pleased that this fund-raising will open theway to the next stage of FirstGroup's development. Martin Gilbert Chairman 20 May 2013

* Operating profit referred to throughout this document refers to operatingprofit before amortisation charges, ineffectiveness on financial derivatives,exceptional items, (loss)/profit on disposal of properties and discontinuedoperations. EBITDA is underlying operating profit less capital grantamortisation plus depreciation.

Business summary

Notwithstanding sustained economic weakness we are focused on our objectives ofimproved performance and sustainable growth. We have taken a series ofcomprehensive actions to address specific issues, reform operating models toaddress performance and strengthen our businesses.

* First Student, which faced pressure on operating margins driven by

constraints on school board budgets, continues to respond well to the

recovery programme which is now well established. While there remains work

to be done, we are confident of the prospects to build on the actions we

have taken and we are on track to achieve $100m of annual cost savings from

a more efficient model.

* In First Transit, we continue to focus on our core segments which delivered

strong growth during the year with new contract wins, and consistent with

that strategy we completed the sale of First Support Services, our military

base facility management business, for a gross consideration of US$10.2m.

We have grown to become the largest provider of shuttle bus services at airports and for universities, an area where we are developing further opportunities for expansion and focus on technological innovation.

* Our Greyhound division continues to transform its operating model to become

a more flexible and agile business, investing in technology, right sizing

or relocating terminals and modernising the network to offer customers attractive, affordable and reliable long distance travel. Our unique national network underpins our success and, as we expand our popular Greyhound Express service, it underpins our ability to establish

sustainable flows on new routes. Our BoltBus and new YO! Bus services have

seen successful expansion during the year. * We are making good progress with our programme to transform our UK Bus business and equip it to deliver sustainable growth in patronage and

revenue. We have repositioned our portfolio of operations with c.£100m of

selected business and asset disposals. As we continue to work through our

plans to improve efficiency by changing the commercial model to be more

responsive locally and create stronger and more effective partnerships with

local stakeholders, we are encouraged by the positive signs in the markets

where our transformation is furthest along. * In UK Rail, we continue to focus on operating performance across our existing franchises while delivering major infrastructure and capacity

upgrades in conjunction with our industry partners. We are in discussions

with the Department for Transport (DfT) in respect of contract extensions

for two of our existing franchises, First Great Western and First Capital

Connect. We are poised to take part in the new franchising process as set

out by the DfT and remain committed to retaining a leading position in the

UK rail market, where we can utilise our vast bidding and operational

experience to deliver for customers and taxpayers and provide an economic

return for shareholders.

Capital structure

Our ability to deliver on the potential of all of our businesses depends on thecontinued strength of our balance sheet. We have maintained an investment gradecredit rating since 2002, which we believe to be important in terms offinancing, insurance and pensions costs. Although we currently have appropriatelevels of covenant headroom and liquidity, the prolonged economic weakness andimpact of government austerity have weighed on our recent cash generation and,coupled with the delays to the UK rail franchising programme, meant that wewere unlikely to continue to support investment grade credit rating in the nearterm. We believe that the proposed c.£615m capital raising transaction announcedseparately today will remove the constraints of the current balance sheet andprovide a sustainable capital structure going forward, reinforcing ourobjective to remain investment grade, increasing flexibility to continue ourbusiness transformation plans already underway and underpin our investmentplans to create long term value.

The Board believes this will:

* remove the constraints of our current balance sheet and provide a

sustainable capital structure going forward

* support our objective to remain investment grade, and avoid the anticipated

additional financing costs of becoming sub-investment grade

* increase flexibility to continue our transformation and investment plans,

to create sustainable long term value

Investment plansand medium term targets

Over the next four years, we intend to invest approximately £1.6 billion in ourdivisions to continue funding the operational transformation plans alreadyunderway, which will be financed from our existing cash resources, future cashgenerated from operations, and a portion of the proceeds of the capital raisingtransaction announced separately today. The key priorities for delivering ourbusiness plans and generating shareholder value over the medium term are asfollows: * In First Student, to continue to execute the ongoing recovery plan by improving operational efficiency with a view to targeting double digit margins in the medium term, including by ultimately driving up contract retention rates above 90%, taking advantage of opportunities to win new contracts as state authorities and school boards continue to outsource their student bus services and returning to a selective acquisition strategy to enhance growth

* In First Transit, to maintain margins while investing to take advantage of

key outsourcing opportunities, including in the expanding shuttle bus

business (particularly on university campuses and in Canadian oil fields)

* In Greyhound, investing in infrastructure and IT, including new reservation

and ticketing systems, to drive operational efficiencies, facilitate better

yield management and thereby seek to achieve growth in excess of GDP, as we

have done in BoltBus and Greyhound Express. Further capital expenditures

will also be made to renew and refurbish its fleet and continue to fund the

addition of new routes and services.

* In UK Bus, to improve margins to double digit levels in the medium term, by

continuing our depot transformation programme, network redesign plans,

reducing the fleet age into line with sector average, as well as raising

the information provision and smart ticketing capabilities of the business

to support volume growth

* Ensuring our capital strength continues to support the UK Rail division as

it participates in a range of future franchise competitions to seek to

maintain its market leading position.

Following the proposed capital raising transaction, we will target thefollowing objectives over the next four years:

* increase Group revenue (excluding UK rail) at a faster rate than the

economies we serve, improve margins in First Student and UK Bus to double

digits, and achieve a post-tax ROCE in the range of 10% to 12%

* maintain our investment grade rating and appropriate liquidity and covenant

headroom * as the business performance improves, to re-establish a progressive dividend policy to target 2.0 to 2.5x cover

Dividends

The Board recognises that dividends are seen as an important component ofequity returns by many of our shareholders. In the medium term, as the businessperformance improves, the Board intends to re-establish a progressive andsustainable dividend policy to target dividend cover of 2.0 to 2.5 times. Inthe short term, the Board intends that: * no final dividend will be paid in respect of FY 2013 * no interim dividend will be paid in respect of FY 2014

* dividend payments will recommence with a final dividend in FY 2014, subject

to performance in line with business expectations, as a transition to re-establishing a progressive dividend policy thereafter * subject to the Board determining the exact amount, a transitional final dividend of up to £50 million in FY 2014 would be recommended; and * thereafter, a dividend cover of 2.0 to 2.5x would be targeted.

Operating and financialreview

Group revenue increased by 3.3% to £6,900.9m (2012: £6,678.7m), or 4.5%excluding the extra week of trading in the non-Rail businesses last year.Underlying operating profit was £335.4m (2012: £428.5m) reflecting thepreviously indicated reductions in UK Bus profits as a result of reducedGovernment support for the industry and external cost pressures and lower UKRail profits as we entered the new franchise extension period for FirstTransPennine Express, at margins closer to the industry average, as well as theimpact of one week less trading in the North American businesses. Statutoryoperating profit was £205.7m (2012: £448.0m) reflecting the lower underlyingoperating profit and a charge for exceptional items this year compared to acredit last year largely driven by the UK Bus pension scheme changes.Underlying basic EPS was 26.9p (2012: 40.0p) and EBITDA was £667.0m (2012: £742.9m). The net cash outflow for the year was £74.4m (2012: inflow of £119.2m). Theexchange of contracts for the sale of eight of our London depots occurred justafter the financial year end on 9 April 2013 and had been included in ourexpectation of cash flow being broadly neutral for the year. The net debt toEBITDA ratio was 3.0 times (2012: 2.5 times). The average debt duration at 31March 2013 was 5.4 years (2012: 5.5 years) and there was £1,215.5m (2012: £795.8m) of headroom under committed revolver facilities and free cash, prior tothe repayment of the £300m sterling April 2013 bond. During the year a new £325m bond was issued at an effective rate of 5.49% as part of our long term funding strategy. Year to 31 March 20131 Year to 31 March 2012 Revenue Operating Operating Revenue Operating Operating profit2 margin2 profit2 margin2 Divisional results £m £m % £m £m % First Student 1,503.1 109.9 7.3 1,567.2 107.1 6.8 First Transit 814.6 49.1 6.0 778.6 55.8 7.2 Greyhound 647.1 52.0 8.0 657.2 50.6 7.7 UK Bus 1,128.2 90.7 8.0 1,157.2 134.4 11.6 UK Rail 2,795.1 63.2 2.3 2,506.1 110.5 4.4 Group3 12.8 (29.5) - 12.4 (29.9) - Total Group 6,900.9 335.4 4.9 6,678.7 428.5 6.4 North America in US Dollars $m $m % $m $m % First Student 2,378.6 174.9 7.4 2,497.9 169.5 6.8 First Transit 1,286.8 77.7 6.0 1,242.6 89.1 7.2 Greyhound 1,022.0 81.5 8.0 1,049.3 81.0 7.7 Total North America 4,687.4 334.1 7.1 4,789.8 339.6 7.1

1For all businesses excluding UK Rail this year includes 52 weeks compared to53 weeks last year.

2Underlying.

3Tram operations, central management and other items.

First Student

Revenue in our First Student division was $2,378.6m or £1,503.1m (2012:$2,497.9m or £1,567.2m). Adjusting for the extra week last year US Dollarrevenues were 2.8% lower principally due to lost contracts as well as theimpact of Hurricane Sandy, and further severe weather during the winter.Underlying operating profit was $174.9m or £109.9m (2012: $169.5m or £107.1m)with incremental savings from our recovery plan more than offsetting the profitimpact of the reduced revenues. A significant amount of our operations were disrupted by Hurricane Sandy inlate October 2012. The storm, which affected the entire eastern seaboard, partsof the Midwest and Eastern Canada, affected approximately 130 of our locationsand led to the closure of schools for up to nine days. This adversely impactedoperating profit by approximately $13m and further periods of severe weather inearly 2013 saw a further $8m impact. A number of the lost operating days maypotentially be recovered at the end of the summer term which occurs in our 2013/14 financial year. We have made good progress in continuing our recovery programme in FirstStudent to address performance and strengthen the operating model. Althoughthere remains significant work to be done, and we remain cautious in respect ofthe sustained weakness of the US economy, we are seeing positive results from amore efficient model, and are on track to achieve our stated annual target of$100m in savings. A key milestone in our recovery programme has been the roll out of uniformpractices which are achieving consistency and greater efficiency across ouralmost 600 locations. A guide featuring the best practices sourced from acrossthe division is generating real and tangible benefits. This also gives FirstStudent a more compelling, efficient and consistently high standard offering.We are extremely pleased to report that customer satisfaction scores are at thehighest level for four years and the fourth year in a row we have seen asustained improvement. Although state and local finances have stabilised overall, a number of largestates and school districts continue to face substantial funding constraints.Against that backdrop, our recovery is on plan and we are making progress byleveraging our existing relationships to expand current operations, for examplein Kansas City, Missouri and the Los Angeles Unified School District. Recentnew contract wins have included competitions in Indian River, New York and ashare shift win in Waukesha, Wisconsin where our winning proposal offered 150propane fuelled buses and a system of swipe cards that allows parents to trackwhen students get on and off the bus, which was welcomed by parents and theschool district. Interest in conversion from in house operations to the private sector remainshigh as a result of a drive to improve municipal finances, although we remainsuitably cautious since only a relatively small proportion of these inquiriesresult in outsourcing. Despite this, we continue to be very competitive in theconversion market, and new business starting in September 2012 included eightconversion contracts totalling more than 450 buses, out of a total amount of860 new buses commenced during the 2012/13 financial year. We continue to promote the use of innovative and environmentally friendlytechnology, with 134 propane fuelled buses also now in use for Seattle andPortland Public Schools. Our FOCUS GPS software, which underwent an upgrade inOctober 2012, links on board data to back office systems which helps toeliminate excess mileage and fuel usage and provides customers with access toreal time data. We completed the rollout of the system across our US locationsduring the year, as well as beginning our rollout in Canada which will completein 2013/14. Our lean maintenance and engineering practices continue to be adopted,following the examples set by our eighteen reference workshops across thebusiness. 92% of our workshops have achieved the initial level of leancertification. We are actively encouraging our technicians to attain theirNational Institute of Automotive Service Excellence qualification and, if 75%of technicians at each location do so, the workshop will be awarded the highlyregarded Blue Seal award which was accomplished by twelve workshops during theyear. We are consolidating our vehicle and parts purchasing processes and havedeveloped a much more efficient online ordering system that has been wellreceived by employees. The benefits of our transition to a more efficient organisation wereparticularly visible at the start of the school year in September. This istraditionally a challenging time for school bus operators but this year we sawconsistently high levels of operating performance, including continuedimprovement in our safety metrics. Our industry leading safety performance isentrenched in our culture giving us a competitive advantage and forming animportant consideration when bidding for contracts. Illinois, for example,recently passed legislation adding safety as a criterion, alongside low cost,for contract award. We continue to develop plans to increase our charter activity. Amongst charterbusiness we were awarded this year was a contract to transport staff to SuperBowl XLVII in February in New Orleans, as well as work with the PGA golf tourand NASCAR auto racing. A significant milestone in the year was the celebration of the first studentbus transportation contract in the USA, which began 100 years ago in Newman,California. A century after this first contract, First Student still serves thesame district. We are now well positioned to leverage our scale as the market leader anddeliver long term, sustainable growth. Whilst there remains work to be done inour recovery programme, the actions we have taken and positive results we haveseen so far give us confidence that we will be able to build upon thecompetitive advantage we have developed for many years to come.

First Transit

First Transit continues to deliver strong revenue growth from a diverseportfolio of related businesses. Revenue increased to $1,286.8m or £814.6m(2012: $1,242.6m or £778.6m). Excluding the extra week last year and the FirstSupport Services business which has been sold, US Dollar revenues increased by7.7%. Underlying operating profit was $77.7m or £49.1m (2012: $89.1m or £55.8m)with the reduction principally due to the agreement to settle a $13.5m historiclegal claim in California.

In March we divested our First Support Services business, which providesmilitary base operations support and facility management services, to Parsonsfor sale proceeds of US$10.2m, allowing First Transit to focus on its coretransportation segments.

First Transit and First Vehicle Services are the leading operators in theirfield with an unrivalled reputation for transport and fleet maintenanceexpertise. We operate a varied and extensive mix of 340 contracts across almost40 US States, four Canadian Provinces/Territories and in Puerto Rico and the USVirgin Islands. We are the largest, or near largest, private operator in eachof our core business segments - fixed route, paratransit, shuttle, transportcall centres and vehicle maintenance services. The experienced management team have a strong reputation in the transit market,and it is this established credibility and track record that helps us win newbusiness and continue to generate efficiencies through our commitment to ourcustomers who are a mix of private and public transport authorities. We workcollaboratively with our clients as they seek to improve their transit offeringand we look to bring our global expertise and experience of best practice tothose clients looking for transport solutions on any scale. We continued to develop new business from our strong pipeline of opportunityduring the year. Key contracts won in the fixed route segment including ValleyMetro in Mesa and Tempe, Arizona and expanding our contract with FoothillTransit in Arcadia, Southern California. In the paratransit segment we saw newcontracts with the Maryland Transit Authority and Washington DC MetropolitanTransport Authority. An area of strong growth and focus for us is the shuttle bus market, and wewere awarded contracts at airports across the USA including Detroit and Dallas/Fort Worth. We extended our market leading university shuttle bus portfolio,the largest in the USA, with an $8m per annum eight year contract at AuburnUniversity as well as further new business at the University of Tennessee, theState University of New York and the University of Alabama. Following lastyear's contract win at Yale and existing business at Princeton, we will bepartnering with a further Ivy League university this year at Brown. College students are early adopters of new technology and we are working withour university partners to develop smart ticketing and real time passengerinformation solutions where possible, including joining with industry leadinginformation provider Transloc. Experience from our campus shuttles helps us toextend and develop our offering to our other core businesses. We continue to work with our clients to promote the latest technological andenvironmental innovation and we demonstrate our commitment to our customers bypromoting the DriveCam system, which monitors driving behaviour to provide realtime feedback and coaching data to improve safety and fuel economy. On renewingour partnership with the University of Buffalo, we worked with them tointroduce a new fleet, powered by biodiesel fuel and including the latest inclean engine technology to produce near zero emissions. This follows ourintroduction of the Austin area's first environmentally friendly hydrogen fuelcell bus to University of Texas students. The introduction of this bus assistsAustin's Capital Metro in promoting its green initiatives to the community, aswell as a new environmentally friendly form of local transit. Client relationships are key to our First Transit business and this can proveimportant when we seek to use our reputation in one area of First Transit towin business in another. During the past year, we have secured a new contractfor the New York State Department of Transportation, building on the existingrelationship we already undertook for the same authority. We also continue tobuild on the strong relationships we have with companies in Fort McMurray,Alberta, as we add more contracts to complement the existing work we alreadyundertake in this non-traditional market and expanding oil industry location. During the year we also renewed several key contracts, including HoustonMetropolitan Transit Authority's fixed route network, a large fixed routecontract with the city of Phoenix, Arizona, a large commuter and fixed routeoperation at the Potomac and Rappahannock Transportation Commission in Virginiaand large fixed route contracts in Colorado, Washington State and BritishColumbia. Other renewal contracts include paratransit work for NJ TransitAccessLink, Pierce Transit in Washington State and Chemung County in New York,as well as shuttle buses for the New York Department of Corrections. In First Vehicle Services, we were pleased to renew a significant contract thisyear with the town of Mount Pleasant, South Carolina, to maintain their fleetof 636 vehicles. First Vehicle Services sets the highest standards in theindustry and has more maintenance workshops with National Institute forAutomotive Service Excellence Blue Seal certification than our competitors,with around a quarter of our locations certified as such. Our support for the United States Army's Partnership for Youth Success (PaYS)program has entered its second year. The PaYS program is a nationwide Armyinitiative with corporate partners, offering potential jobs to returning orretiring soldiers. This relationship has assisted in increasing the number ofveterans placed in First Transit and First Vehicle Services positionsthroughout North America by approximately 16%. First Transit is well placed to use our knowledge and wide ranging experienceto pursue growth opportunities in our core areas, particularly the shuttle bussegment, going forwards. Greyhound

Greyhound continues to be affected by the weakness in the sector of the USeconomy that it serves and during the year like-for-like revenue growth was1.1% (2012: 4.1%). Revenue was $1,022.0m or £647.1m (2012: $1,049.3m or £657.2m) with the reduction principally due to the extra week last year as wellas slimmed down operations in our Canadian business. Underlying operatingprofit was $81.5m or £52.0m (2012: $81.0m or £50.6m) with operatingefficiencies and fixed cost savings more than offsetting the reduction inrevenues.

Notwithstanding recent headwinds, coach travel is the fastest growing mode ofintercity transportation in the United States. Greyhound is an iconic businesswhich is synonymous with affordable travel. The 99-year old business is in aunique position with the only national network in North America. Our challengeis to harness the commercial lessons from our smaller, faster growing BoltBusand Greyhound Express, in the operation of our legacy network. While Greyhound remains a cyclical business, the actions we have taken overrecent years have enabled us to better position the division to leverage thebenefits of a more flexible and agile operating model. This means that we havebeen able to mitigate the sustained softness in economic conditions in NorthAmerica. We are making Greyhound a more modern and efficient network as well asredefining the customer experience.

Our Greyhound Express product continues to go from strength to strength. Wecontinue to develop these non-stop city to city services and saw passengergrowth of around 10% in Greyhound Express markets during the second half of theyear, as the concept continues to encourage a new passenger demographic andattract users back to bus travel.

During the year we began operating Greyhound Express in new markets includingCalifornia, Louisiana, Oklahoma, Nevada and Delaware as well as Ontario andBritish Columbia in Canada. With further rollouts taking place in states wherewe already had a presence, the Express network now serves more than 900 citypairs available in nearly 100 markets. We are building on this momentum andfurther expansion is planned in coming months. Although Greyhound has a national scale, the division also offers distinctivelocal products. Our BoltBus service expanded into the Pacific Northwest duringthe year, offering customers a viable alternative to Amtrak's Cascades servicein the region and our subsidiary Crucero USA, serving the Hispanic market, alsolaunched its first direct, non-stop services connecting key locations inSouthern California during the summer. Our Chinatown connection service, YO!Bus, launched direct service between New York and Philadelphia in December2012, providing a reliable alternative to Chinatown operators. After seeingimpressive early success from YO! Bus we subsequently extended the service toBoston in March 2013. We added 60 new vehicles to our fleet during the year, and we also refurbishedmore than 200 vehicles to introduce more modern amenities for our customers. Wehave now refurbished more than 540 of our buses. In April we announced the $100m purchase of a further 220 new buses, thelargest order in the company's recent history. These will be introduced overthe course of 2013 and 2014. All the buses will feature our new look interiorswith on-board amenities including Wi-Fi, power outlets, leather seats,three-point safety belts and extra legroom, and will be powered by cleandiesel, low emission engines. Building on our experiences in First Student andFirst Transit, the new buses will also have the DriveCam video data and driverfeedback system, improving fuel efficiency and lowering emissions. Theintroduction of these new vehicles will mean almost all of Greyhound's fleet iseither new or refurbished. As well as changes to our network and vehicles, we have also been transformingthe way our passengers interact with us. An improved website offers benefitsfor customers whilst we are encouraged by the take up of our partnership withPayNearMe and retailers including 7-Eleven and ACE Cash Express which allowscustomers without debit or credit cards to book attractive fares online and payby cash in store. This is now our fifth largest sales channel and we aredeveloping relationships with further partners. We are seeing high usage of ourself service ticket kiosks and are rolling these out across the network, withten further locations introduced this year. We continue to right size or relocate our terminals where appropriate. Duringthe year we completed the move of all of our Washington, D.C. operations to themulti-modal hub at the city's Union Station, which allows customers from ournetworks to connect seamlessly to other transport modes. We opened a new,environmentally friendly terminal in Nashville and are continuing work onfurther city terminals.

In Canada, our management team have been working with the provincial governmentof British Columbia to reduce uneconomic routes, and now that it is almostcomplete, we are expecting a return to profitability in 2013/14. GreyhoundExpress launched in Alberta, Ontario and British Columbia with successfulresults.

Customers using Greyhound Package Express have also benefitted from theintroduction of a new shipment management system which allows customers totrack the status of their parcels en route.

UK Bus

Revenue in our UK Bus division was £1,128.2m (2012: £1,157.2m) andlike-for-like passenger revenue growth was 2.4% (2012: 1.6%). Underlyingoperating profit was £90.7m (2012: £134.4m) with the reduction, as previouslyindicated, principally down to a fall in Government funding available to theindustry as well as external cost pressures, particularly fuel and pensioncosts. In May 2012 we set out our clear and detailed strategy to fix and restoresustainable growth to the division. Following a detailed review of all of ourbusinesses we launched comprehensive plans coordinated at a divisional levelbut tailored to each of our local operations, focussed around repositioning andrebalancing the portfolio; improving operating discipline and efficiencies anddriving increased revenue and patronage growth.

Repositioning and rebalancing the portfolio

The vast majority of our bus operations generate good returns or have potentialfor significant further improvement. We have taken action to reposition andrebalance the portfolio in order to concentrate on these areas and throughoutthe year we have worked through a targeted disposal programme, selling 14 busdepots and outstations across the country for a total of almost £100m. Amongst the disposals of businesses we announced the sale of eight of ourLondon bus depots in April. Whilst we have been a presence in London for manyyears, we have decided to focus our business on the deregulated market outsideof the capital. We have a very constructive relationship with Transport forLondon and we will be working closely with them to ensure the transfer to thenew operators goes ahead smoothly.

Improving operating discipline and efficiencies

We are making progress in improving operating discipline across the business inservice quality and delivery through the application of best practices andstandardisation. Since the launch of the programme in early 2012, we haverolled out upgraded diagnostic systems, improved our engineering and repairprocesses and are enhancing our training.

Our programme to transform each of our depots will raise operating performanceand optimise depot processes, leading to greater efficiency. This includeslearning from the best practices that our First Student and Greyhound divisionshave accumulated in recent years. Areas under focus include leadershipdevelopment, optimising depot layout and reducing vehicle defects. Earlypositive outcomes include a 22% reduction in breakdowns since these initiativeswere launched, and mileage lost due to engineering has significantly reduced insome areas by up to 50%.

Driving increased revenue and patronage growth

Whilst the Group standardises best practice and provides expertise andinvestment across the division, our strategy to drive increased revenue andpatronage growth is focused on developing tailored local solutions that aremost appropriate for each of the areas in which we operate, based on higheststandards we have established at a national level.

Our local management teams are introducing value for money fares structures inorder to stimulate demand. These include better value day and period tickets,such as `eight days for the price of seven' promotions launched in Aberdeen. InManchester we announced a range of fare reductions and on certain routes wehave seen passenger growth of up to 50%. Our local networks are also being redesigned to deliver volume growth. Forexample, in Norwich our new colour coded routes are proving popular amongstexisting customers as well as providing additional impetus to attract newpassengers. First Glasgow launched a wide ranging consultation on SimpliCITY, aroot-and-branch review of its network in the city, and after taking intoaccount feedback will introduce the revised network on 26 May that is bothsimpler and improved for the majority of passengers. We have introduced 200 newvehicles in the Manchester and West Yorkshire markets and rebranded 750 buseson our high frequency interurban networks. With strong local route branding andtargeted marketing we have seen up to 3% passenger volume uplift compared tothe remaining network. We have been working with local authorities to implement schemes awarded moneyin the first phase of the DfT's Better Bus Area (BBA) fund last March. Forinstance, we have used BBA funds given to the Transport for South Hampshirecoalition of councils to introduce Wi-Fi on all buses operating in the area.Hybrid buses are being introduced in services across the country, for instancein our park and ride services in Bath, Leeds and Glasgow. Funding from theGovernment's Green Bus Fund has been used to introduce hybrids on routes inEssex and to Heathrow. We are developing close partnerships with all local authorities in areas inwhich we operate. This will enable us to respond best to their needs as areliable partner who can deliver solutions to congestion and help stimulateeconomic activity, in alignment with their aims. In Sheffield we are workingclosely with South Yorkshire Passenger Transport Executive, Sheffield CityCouncil and other operators on radically improving bus services in the city,which has resulted in the DfT awarding the first BBA2 status whereby Governmentfunding for fuel rebate is devolved back to the city and supplemented by a topup fund of an additional 20%. This money will be spent as agreed to tacklespecific problems in the city. Our experience shows that partnership is by farthe quickest and most effective way to achieve the changes that bus users wishto see and which deliver growth. Following the installation of smartcard enabled ticket machines across ourfleet in England outside London in 2012/13, we are now working on introducingsmartcard applications across our networks. We are party to a host ofmulti-operator ticketing schemes, which are all smartcard compatible, and weare keen to support the introduction of further such arrangements where they donot currently exist and where a clear market need can be identified. Further innovation includes fitting Wi-Fi to our new buses as standard, and weretrofitted Wi-Fi in certain areas, including Lowestoft, during the year. TheEclipse bus rapid transport network in South Hampshire, built on a formerrailway line, has been a great success in its first year of operation.Passenger numbers have risen steadily, with more than 1.3m journeys made sincethe service began while 12% more people now use it than the routes it replaced.The South Hampshire area was also the pilot for our innovative mobile phone appwhich is now live across the country providing up to the minute bus informationfor passengers. Over the past year, the excellence and innovation of First's UKBus operations have been recognised by various awards. We picked up sixaccolades at the UK Bus Awards in categories which included marketing andcommunity initiatives, whilst our operations in Aberdeen won the team of theyear prize at the Scottish Transport Awards. We were delighted that around 2,000 of our employees were directly involved inthe positive transport story at the London 2012 Games, as we providedsuccessful spectator transport for hundreds of thousands of attendees. The newbuses that formed part of our London 2012 offering have now been deployed intoour networks, as part of our £160m investment in 1,000 new vehicles over thelast two years. We followed this up in February with a further order for 464new buses worth £76m for delivery in 2013/14, with interior designs taking intoaccount passenger and employee feedback.

We have a strong platform from which to grow in UK Bus. Our networks are thebackbone of the communities where we operate and contribute to vibrant andsustainable local economies, although the challenging economic environmentcontinues to affect many of the urban areas in which we are based. There isstill work to do but we are pleased by the progress so far and the earlypositive signs in some of our markets.

UK Rail

UK Rail continues to benefit from strong demand with like-for-like passengerrevenue growth of 7.4% (2012: 8.4%). Revenue during the year was £2,795.1m(2012: £2,506.1m) with the increase due to higher passenger receipts as well ashigher subsidy receipts at First ScotRail principally due to Network Railchanges which meant that both subsidy receipts and operating costs were £128mhigher than in the preceding year. Underlying operating profit was £63.2m(2012: £110.5m) reflecting the expected reduction in profits at FirstTransPennine Express in the three year extension period at operating marginscloser to the industry average. We have a diverse rail portfolio encompassing long distance, regional andcommuter operators, and are the largest owning group in the UK with a quarterof the market. Our highly experienced management team has unrivalled knowledgein delivering major infrastructure improvements in partnership withstakeholders. For example, First ScotRail has entered into a new allianceagreement with Network Rail which is creating a much more efficient workingrelationship between the two organisations in order to better align overallobjectives, deliver value for money and increase focus on passengerrequirements. The first major project to be undertaken under this arrangementwas a £12m joint investment to electrify the line between Glasgow Central andPaisley Canal. This award-winning project was delivered in just four months andat less than half of the original cost estimate of £28m, as a result of theeffective alliance.

We have a strong track record of investment with over 700 new vehiclesintroduced and punctuality and performance increasing across each of ourfranchises since we commenced operation.

Our rail companies also played their part in the successful transport operationfor the London 2012 Games, with First Great Western running a shuttle serviceconnecting to First Games Transport's buses at Slough station for rowing eventsat Eton Dorney. First Capital Connect ran over a million extra seats during theGames, including later trains home after events, and established a successful24/7 customer support centre which has now become a permanent feature of theircustomer service offering. This year the rail sector has been subject to a great deal of scrutinyfollowing the cancellation of the DfT's franchising programme. We have the mostexperienced bidding team in the industry and our delight in being awarded theInterCity West Coast franchise in August was matched only by our disappointmentin being notified in October that the DfT had cancelled the competitionfollowing the discovery of significant technical flaws in their franchise awardprocess. The DfT made it clear that we were in no way at fault, having followedthe due process correctly. We submitted a strong bid, in good faith and instrict accordance with the DfT's terms. Our bid would have delivered a betterservice for West Coast passengers, value for the taxpayer and an appropriatereturn for shareholders. Following various inquiries the DfT announced in January, as part of a newrefranchising schedule, that it was to extend our First Capital Connect andFirst Great Western franchises by the 28-week period in the original contracts.Further extensions of six months for First Capital Connect and 33 months forFirst Great Western, as well as ten months for First TransPennine Express, wereannounced in March and we are progressing negotiations with the DfT in respectof these. The publication of the timetable setting out the return torefranchising is an important development for the industry, enabling theprivate sector to continue to provide effective and efficient passenger railservices with further performance and infrastructure improvements. During the year the Scottish Government also announced that the First ScotRailfranchise will now be extended to March 2015, from its previous completion dateof November 2014. As the UK's largest and most experienced rail operator, we remain committed tomaintaining a leading position in the market. We look forward to reviewing thedetails of the upcoming franchise competitions, and submitting further highquality bids that deliver value for passengers, taxpayers and shareholders.

First Capital Connect

We continue to focus on performance at First Capital Connect, where our PublicPerformance Measurement (PPM) of reliability and punctuality stands at 88.3% ona Moving Annual Average (MAA) basis, a reduction of 1.6% from last year. Duringthe London 2012 Games we recorded our highest-ever PPM score during thefranchise with 94.6%. However, the main reason for the overall reduction hasbeen significant disruption caused by infrastructure problems, with a number ofincidents relating to the failure of the overhead line equipment supplyingpower to our trains during the winter. We are in dialogue with Network Railover more effective partnership working going forwards, for example on moreefficient engineering possessions for longer term network improvements. We continue to work closely with our industry partners on the ThameslinkProgramme of major improvement works which will deliver much needed capacity onthe key cross-London route. During the year, a significant highlight was theresumption of full service between Brighton and Bedford throughout the day,evening and at weekends following the completion of three and a half years ofengineering work. Major improvements were made with longer 12-car trainsintroduced at peak times, later trains and new services.

First Great Western

First Great Western's PPM MAA score stands at 88.9%, a slight decrease on lastyear. Severe weather, especially repeated flooding in the West Country, causeda number of Network Rail infrastructure failures impacting punctuality over atotal of 21 days, and we have been working with them to help overcome theseissues. During the year we completed the introduction of 48 new carriages as part ofthe DfT's High Level Output Specification programme. Refurbishments on theClass 180 fleet have also allowed us to trial Wi-Fi provision. In the pastthree years we have worked with the DfT to secure a total of 90 additionalcarriages, adding around ten per cent more space on trains for customers. Thisbadly needed capacity increase has helped improve the customer experience andreduced the number of severely crowded trains that First Great Westernoperates. Major infrastructure work including gauge and signalling upgrades continues onthe route, including an £850m improvement package at Reading station to easethe bottleneck and improve capacity at that key junction. From 2016 the vastmajority of the eastern section of the route will be electrified, providing theopportunity for cleaner, longer and more reliable trains, and we are workingwith the DfT as that project begins.

First ScotRail

First ScotRail continues to perform well with a PPM MAA score of 92.9%,considerably above the national average. In Passenger Focus's independentNational Passenger Survey (NPS) category of overall customer satisfaction, wescored 90% in Autumn 2012, an increase on 2011 and five points higher than theUK average. We began a £1m investment programme during the year into stations which willsee increased patronage during the 2014 Commonwealth Games. As a result of afurther £1m of Scottish Government funding, free Wi-Fi will be rolled out byDecember 2013 at 25 stations across Scotland, and all 38 of First ScotRail'sClass 380 trains will have Wi-Fi by March 2014.

First ScotRail and the Scottish Government are accelerating plans to offersmartcard season tickets to customers. After a successful initial pilot, aninvestment of approximately £2m has seen the installation and/or upgrade ofequipment at 70 stations across the central belt, which will see key routesbegin to accept smartcards.

First TransPennine Express

First TransPennine Express has continued to set and achieve high standardsthrough 2012/13. Our PPM MAA is above the national average at 91.8%. Thisresult was achieved despite severe disruption caused by a landslip at acolliery near Scunthorpe in February causing that part of our route to beclosed for several months. We achieved a customer satisfaction rating of 88% inthe latest NPS, a 14% increase since the start of the franchise, and during theyear we achieved five star accreditation from the British Quality Foundation,the highest possible award. First TransPennine Express now has the second highest seat occupancy of any UKoperator and has reduced taxpayer subsidy as a proportion of passenger revenueby 80% during the life of the franchise. Carrying nearly 25m passengers in 2012/13, we have increased passenger income growth for the year by 10%, well aheadof the industry average. We are investing £60m in 40 new carriages which will form longer trains fromDecember this year on the Manchester-Scotland routes. The new trains willprovide a 30% uplift in capacity and a 25% increase in luggage space and theirintroduction will in turn release carriages to increase capacity on the popularManchester-Leeds route. First Hull Trains In 2012 First Hull Trains carried almost 750,000 people, a new high, on our 90services a week between Hull and London King's Cross and our class 180 fleethas seen improved performance. New initiatives such as M-Tickets, where traveldocuments are sent directly to customers' mobile telephones; a new, moreinteractive website; and print at home tickets have all improved the journeyexperience.

Partly as a result of these initiatives, we scored 95% in overall customersatisfaction in the latest NPS - a seven per cent improvement on the autumn2011 survey, and 2% better than the score achieved in spring 2012 compared withthe national average for long distance operators of 89%.

Outlook

With a fundamentally attractive portfolio of businesses and leading positionsin each of our markets, we are focused on delivering outstanding services toour customers and communities, and harnessing the significant opportunities wehave to create long term sustainable value. We have delivered a resilienttrading performance in line with our expectations and have also achieved mostof the other goals we had set ourselves during the year, including our c.£100mUK Bus disposal programme and divesting other non-core assets including FirstSupport Services. The real long term opportunity for us, however, arises from our businessrecovery programmes, particularly in First Student and UK Bus. We have clearplans in place for all of our divisions, and while there remains significantwork to be done, our confidence continues to grow as a result of the progressto date. The proposed c.£615m capital raising transaction we are announcing separatelytoday will remove the constraints from our balance sheet and enhance ourability to invest in our businesses going forward. We plan to invest around £1.6 billion across our five divisions over the next four years to underpingrowth and return our businesses to our target levels of profitability. Throughthese actions, combined with our scale and expertise, we are positioning thebusiness for improved growth and returning it to a profile of consistentreturns and cash generation. We are targeting an appropriate, progressive and sustainable dividend policywith cover of 2.0 to 2.5x in the medium term. In the short term the Boardproposes that no final dividend will be paid in respect of the year to 31 March2013, nor an interim dividend for the year to 31 March 2014. Payments willrecommence with a final dividend for the year to 31 March 2014, subject toperformance in line with expectations, as a transition to re-establishing aprogressive dividend policy thereafter. While the exact quantum will bedetermined at that time, the Board's intent is to pay a transitional finaldividend of up to £50m in the year to 31 March 2014. Exceptional items and amortisation charges 2013 2012 £m £m Disposals UK Bus depot sales and closures (19.8)

(10.7)

First Transit FSS disposal and exit from (12.6) -Diego Garcia operations (32.4) (10.7) Onerous contracts/impairments UK Rail First Great Western contract (9.9) -provision UK Rail joint venture provision (DSB (5.0) -First) First Student onerous contract (2.7) - (17.6) - Legal claims First Student legal claims (19.8) - First Transit legal settlements (5.9)

-

First Transit Diego Garcia insurance claim 6.7 - (19.0) - Other UK Bus Pension Scheme changes - 73.3 UK Rail bid costs (6.0) (10.2) Competition Commission costs - (1.9) Other exceptional items - (1.1) (6.0) 60.1 Total exceptional items (75.0) 49.4 Amortisation charges (52.0) (30.9) (Loss)/profit on disposal of properties (2.7)

1.0

Operating profit (charge)/credit (129.7)

19.5

Ineffectiveness on financial derivatives (5.5) (11.0) (Loss)/profit before tax (135.2) 8.5 Tax credit 45.3 4.4 Loss on disposal of discontinued - (9.2)operations Net exceptional items for the year (89.9)

3.7

UK Bus depot sales and closures

UK Bus depot sales and closures relate to measures taken by the Group torebalance its portfolio in the UK Bus operations, which included selling orclosing certain operations. Shortly after the end of the year we announced theagreements to sell all of our London depots with the exception of Dagenham. Theprincipal charge in 2012/13 represents asset impairments and an onerouscontract provision for the remaining Dagenham depot.

First Transit FSS disposal and exit from Diego Garcia operations

During the year the Group disposed of the First Support Services Divisionrealising a loss on disposal of £7.7m. In addition operating profit to date ofdisposal of £1.0m has also been treated as part of the overall exceptionalcharge. The Diego Garcia operations were exited at the end of the year whichresulted in a net exceptional charge of £5.9m.

First Great Western contract provision

The Group recorded a provision in 2010/11 in respect of the UK Rail First GreatWestern franchise agreement. This provision reflected the Group's best estimateof the likely losses on the franchise over the two years to 31 March 2013,which would arise due to the accelerated write off of assets dedicated to theFirst Great Western franchise due to the Group's decision not to exercise itsoption to extend the franchise agreement for a further three years beyond theoriginal franchise end date. The Group recorded a further provision of £9.9m in2012/13 due to incremental losses following the DfT exercising their option toextend the franchise by a further seven rail periods to October 2013.

UK Rail joint venture provision

The carrying value of £5.0m of the investment in DSBFirst, a joint venture witha Danish rail operator, was fully written-off during the year as current andprojected trading indicates that there will be no recovery of this amount atthe end of the franchise.

First Student onerous contract

During the year the Group provided a further £2.7m against a loss-makingcontract that was taken on as part of the Laidlaw acquisition undertakings in2007. This contract is due to expire early in the year to 31 March 2014.

First Student legal claims

During the year, the Group incurred £2.6m of legal costs in defending oldcontractual claims and other litigations. In addition, the Group provided £17.2m to cover the estimated potential settlement amounts on certain of thesehistorical claims.

First Transit legal settlements

The Group settled certain historical legal claims during the year principally acontractual dispute from 2009. The Group treated this cost as exceptional dueto the size and age of the claims. The Group recognised an exceptional chargeof £5.9m in respect of these settlements.

First Transit Diego Garciainsurance claim

The Group settled a historical insurance claim in relation to the DG21 contractin 2012/13 and recognised exceptional income of £6.7m.

UK Bus Pension Scheme changes

UK Bus Pension Scheme changes relate to measures the Group took to mitigate therisk of the pension schemes covering UK Bus employees. As a result of thesechanges, future pension liabilities of the Group decreased. In 2011/12, theGroup linked pension increases to consumer price inflation ("CPI") rather thanretail price inflation ("RPI"), which usually shows a higher rate of inflation,and also introduced a pensionable pay cap, along with lower pension accrualrates. As a result of these changes, future pension liabilities of the Groupdecreased in 2011/12, and the Group realised a one-off exceptional gain of £73.3m. UK Rail bid costs

The Group's net UK Rail bid costs during the year represented franchise bidcosts for all bids, less amounts recovered or recoverable from the DfT inrespect of the InterCity West Coast franchise bid. The Group incurred UK Railbid costs in both 2012/13 and 2011/12 in connection with the InterCity WestCoast franchise bid as well as bids for Great Western, Thameslink and EssexThameside rail franchises.

Competition Commission costs

Competition Commission costs relate to costs incurred by the Group in 2011/12in responding to an investigation by the CC into the UK local bus market. TheCC issued their final report in December 2011.

Other exceptional items

Other exceptional items include principally costs incurred in effecting thechanges to the UK Bus Pension Scheme in 2011/12 described above.

Amortisation charges

The charge for the year was £52.0m (2012: £30.9m) with the increase mainly dueto a higher level of contract amortisation at First Student as a result of areassessment during the year of the remaining useful economic lives of thecontracts acquired with the Laidlaw acquisition. Previously these contractswere being amortised over 20 years but are now being amortised over ten years.As a result of this, the income statement charge increased by £24.8m during theyear.

(Loss)/profit on disposal of properties

During the year the Group realised £9.7m (2012: £40.3m) on the disposal ofselected properties predominantly in Greyhound and UK Bus operations. Theseresulted in a net loss on disposal of £2.7m (2012: profit £1.0m).

Ineffectiveness on financial derivatives

Due to the ineffective element and undesignated fair value movements onfinancial derivatives there was a £5.5m non-cash charge (2012: £11.0m) to theincome statement during the year. The principal component of this non-cashcharge relates to fixed interest rate swaps which do not qualify for hedgeaccounting but do provide a cash flow hedge against variable rate debt from2013 to 2015.

Tax on exceptional items and amortisation charges

The tax credit as a result of these exceptional items was £43.3m (2012: £0.4m).In addition there was a one-off deferred tax credit of £2.0m (2012: £4.0m) as aresult of the reduction in the UK corporation tax rate from 24% to 23% (2012:26% to 24%).

Finance Costs And Investment Income

Net finance costs, before exceptional items, were £163.0m (2012: £157.1m) withthe increase principally due to the issuance of a new £325m 10 year bond inNovember 2012. Profit Before Tax Underlying profit before tax was £172.4m (2012: £271.4m) with the decrease dueprincipally to lower underlying operating profits. An overall charge of £135.2m(2012: £8.5m credit) for exceptional items and amortisation charges resulted instatutory profit before tax of £37.2m (2012: £279.9m).

Tax

The tax charge, on underlying profit before tax, for the year was £34.7m (2012:£54.5m) representing an effective rate of 20.1% (2012: 20.1%). There was a taxcredit of £43.3m (2012: £0.4m) relating to amortisation charges and exceptionalitems. There was also a one-off credit adjustment of £2.0m (2012: £4.0m) to theUK deferred tax liability as a result of the reduction in the UK corporationtax rate from 24% to 23% (2012: 26% to 24%) which will apply from April 2013.This resulted in a total tax credit of £10.6m (2012: charge of £50.1m) oncontinuing operations. The actual tax paid during the year was £6.3m (2012: £17.7m). North Americancash tax remains low due to tax losses brought forward and tax depreciation inexcess of book depreciation. We expect the North American cash tax rate toremain low for the near term. The UK cash tax for the year was lower than lastyear principally due to lower profits in the Group's UK businesses.

Discontinued Operations

In September 2011 a loss on disposal of £9.2m arose on the sale of FirstGroupDeutschland GmbH representing gross consideration of £5.5m less the carryingvalue of net assets, including goodwill, and transaction costs. This, as wellas the operating loss after tax to the date of disposal of £0.3m, wasclassified within discontinued operations in the consolidated income statementin 2011/12. Dividends The interim dividend of 7.62p (2012: 7.62p) per share was paid during the yearand amounted to £36.7m (2012: £36.6m). The Board has decided not to pay a finaldividend. EPS The underlying basic EPS was 26.9p (2012: 40.0p), a reduction of 33%. Basic EPSwas 7.3p (2012: 42.7p), a decrease of 83% principally due to lower underlyingresults and higher net exceptional items compared to last year.

EBITDA

EBITDA by division is set out below:

Year to 31 March 20131 Year to 31 March 2012 Revenue EBITDA2 EBITDA2 Revenue EBITDA2 EBITDA2 £m £m % £m £m % First Student 1,503.1 258.8 17.2 1,567.2 255.8 16.3 First Transit 814.6 60.0 7.4 778.6 8.4 65.3 Greyhound 647.1 80.9 12.5 12.2 657.2 80.1 UK Bus 1,128.2 160.3 14.2 1,157.2 17.9 207.1 UK Rail 2,795.1 135.6 4.9 2,506.1 6.5 163.5 Group 12.8 (28.6) - 12.4 (28.9) - Total Group 6,900.9 667.0 9.7 6,678.7 11.1 742.9 North America in US Dollars $m $m % $m $m % First Student 2,378.6 409.9 17.2 2,497.9 406.9 16.3 First Transit 1,286.8 94.8 7.4 1,242.6 104.2 8.4 Greyhound 1,022.0 127.5 12.5 1,049.3 128.0 12.2 Total North America 4,687.4 632.2 13.5 4,789.8 639.1 13.3

1For all businesses excluding UK Rail this year includes 52 weeks compared to53 weeks last year.

2Underlying operating profit less capital grant amortisation plus depreciation.

Cash Flow

The net cash outflow for the year was £74.4m (2012: inflow £119.2m). Thiscontributed to a net debt increase of £141.6m (2012: reduction £111.9m) asdetailed below: Year to Year to 31 March 31 March 2013 2012 £m £m EBITDA (including discontinued operations) 667.0 742.6 Exceptional items (75.0) 49.4 Impairment charge 13.3 - Other non-cash income statement charges 9.6

9.8

Working capital excluding FGW provision movement (6.8)

20.5

Working capital - FGW provision movement (23.0) 48.7 FGW provision movement - (48.7) Movement in other provisions (12.2)

(29.1)

Pension payments in excess of income statement (94.0) (87.1)charge Non-cash RPI to CPI pension gain - (73.3) Cash generated by operations 478.9 632.8 Capital expenditure (338.1) (293.6) Proceeds from disposal of property, plant & 14.7 57.7equipment Interest and tax (144.4) (155.4) Dividends payable to Group shareholders (114.0)

(108.8)

Dividends payable to non-controlling minority (10.7) (19.0)shareholders Proceeds from sale of businesses 39.2 5.5 Net cash (outflow)/ inflow (74.4) 119.2 Foreign exchange movements (63.1) (7.7) Other non-cash movements in relation to financial (4.1) 0.4instruments Movement in net debt in year (141.6) 111.9

The decrease in cash flow compared to last year was primarily due to:

* EBITDA of £667.0m was £75.6m lower than last year. * Higher net exceptional items charges of £124.4m.

* Working capital excluding FGW provision was £27.3m lower than last year

principally due to the reversal of cost accruals created for the additional

week of trading last year in the non-Rail businesses.

* Working capital FGW provision movement outflow of £23.0m being the £32.9m

utilisation for the operating losses in the year partly offset by the £9.9m

increase in the provision due to incremental losses following the DfT exercising the option to extend the franchise by a further seven rail periods. * Higher pension payments in excess of income statement charge of £6.9m principally due to additional deficit contributions in Greyhound.

* Higher capital expenditure primarily reflecting further investment in UK

Bus and First Student.

* Lower disposal proceeds of £43.0m with the reduction due to the sale of

several Greyhound properties last year the largest of which was in Washington DC. * Higher dividend payments to Group shareholders of £5.2m.

Partly offset by:

* The impact of the 2012/13 asset impairments in relation to the Dagenham

depot.

* Movements in other provisions favourable by £16.9m primarily due to the

additional First Student and First Transit legal claims provided for in the

year but not paid out during the year.

* The impact of last year's one-off non-cash benefit of £73.3m in relation to

the UK Bus pension scheme changes.

* Lower tax and interest payments of £11.0m principally due to lower UK tax

payments as a result of lower profits in the UK businesses and slightly

lower interest rates compared to last year.

* Lower dividends payable to non-controlling minority shareholders primarily

due to lower First TransPennine Express profits in UK Rail.

* Higher proceeds from sale of business of £33.7m due to the impact of the UK

Bus depot sales (primarily Wigan & Northumberland Park) and the sale of FSS

in First Transit. Capital Expenditure Cash capital expenditure was £338.1m (2012: £293.6m) and comprised FirstStudent £127.7m (2012: £115.6m), First Transit £18.0m (2012: £31.9m), Greyhound£51.3m (2012: £44.1m), UK Bus £72.4m (2012: £33.6m), UK Rail £66.1m (2012: £63.4m) and Group items £2.6m (2012: £5.0m).

In addition during the year we entered into operating leases for passengercarrying vehicles in UK Bus and First Transit with a capital values of £21.6m(2012: £43.4m) and £12.5m (2012: £nil) respectively.

Gross capital investment was £404.3m (2012: £366.9m) and comprised FirstStudent £150.8m (2012: £135.6m), First Transit £30.5m (2012: £29.7m), Greyhound£51.3m (2012: £44.2m), UK Bus £103.0m (2012: £88.5m), UK Rail £63.9m (2012: £64.5m) and Group items £4.8m (2012: £4.4m).

Funding And Risk Management

The Group continues to have strong liquidity. At 31 March there was £1,215.5m(2012: £795.8m) of committed headroom and free cash comprising £821.6m (2012: £631.8m) of headroom under the committed revolving bank facility and free cashbalances of £393.9m (2012: £164.0m). Largely due to seasonality in the NorthAmerican school bus business, committed headroom typically reduces during thefinancial year up to October and increases thereafter. Treasury policy requiresa minimum of £250m of committed headroom at all times.

After the end of the year, the 2013 £300m bond was repaid in full, as planned.

The Group's main revolving bank facility expires in December 2015. The averagedebt maturity was 5.4 years (2012: 5.5 years).

The Group does not enter into speculative financial transactions and uses onlyauthorised financial instruments for certain risk management purposes only.

Interest rate risk

The Group reduces exposure by using a combination of fixed rate debt andinterest rate derivatives to achieve an overall fixed rate position over themedium-term of more than 75% of net debt. At 31 March 2013 100% (2012: 100%) ofnet debt was fixed and in excess of 81% of net debt is fixed for the next twoyears. Fuel price risk

We manage the commodity price risk on fuel through a progressive forwardhedging policy.

In the UK, 90% of crude oil costs were hedged at an average rate of $102 perbarrel during the year. At the end of the year we have hedged 85% of our "atrisk" UK crude requirements for the year to 31 March 2014 (1.9m barrels p.a.)at $105 per barrel and 33% of our requirements for the year to 31 March 2015 at$99 per barrel. In North America 69% of crude oil costs were hedged at an average rate of $94per barrel during the year. At the end of the year we have hedged 69% of the"at risk" volume for the year to 31 March 2014 (1.6m barrels p.a.) at $93 perbarrel. In addition we have hedged 37% of "at risk" volumes for the year to 31March 2015 at $89 per barrel. Foreign currency risk Group policies on foreign currency risk affecting cash flow, profits and netassets are maintained to minimise exposures to the Group by using a combinationof natural hedge positions and derivative instruments where appropriate.Translation risk relating to US Dollar earnings arising in the US is largelyoffset by US Dollar denominated costs incurred in the UK, principally UK fuelcosts, US Dollar interest and tax costs so that exposure to EPS on a year toyear basis is not significant.

With regard to balance sheet translation risk, the Group hedges part of itsexposure to the impact of exchange rate movements on translation of foreigncurrency net assets by holding currency swaps and net borrowings in foreigncurrencies. At 31 March 2013 foreign currency net assets were 39% (2012: 47%)hedged.

Net Debt The Group's net debt at 31 March 2013 was £1,979.1m (2012: £1,837.5m) andcomprised: 31 March 31 March 2013 2012 Fixed Variable Total Total Analysis of net debt £m £m £m £m Sterling bond (2013)1 299.4 - 299.4 298.5 Sterling bond (2018)2 343.0 - 343.0 325.1 Sterling bond (2019)1 - 249.6 249.6 249.4 Sterling bond (2021)3 339.0 - 339.0 331.6 Sterling bond (2022)1 319.1 - 319.1 - Sterling bond (2024)1 199.5 - 199.5 199.0 US Dollar bank loans - 358.1 358.1 369.7 Canadian Dollar bank loans - 15.5 15.5 113.9 Euro and other bank loans - 11.8 11.8 11.7 HP contracts and finance leases 330.4 87.8 418.2 335.3 Senior unsecured loan notes 98.3 - 98.3 93.3 Loan notes 8.7 1.0 9.7 9.7 Interest rate swaps 411.2 (411.2) - - Gross Debt Excluding Accrued Interest 2,348.6 312.6 2,661.2 2,337.2 Cash (393.9) (164.0) UK Rail ring-fenced cash and deposits (273.8)

(323.2)

Other ring-fenced cash and deposits (14.4)

(12.5)

Net Debt Excluding Accrued Interest 1,979.1 1,837.5 1 excludes accrued interest

2 stated excluding accrued interest, swapped to US Dollars and adjusted formovements on associated derivatives

3 stated excluding accrued interest, partially swapped to US Dollars andadjusted for movements on associated derivatives

Under the terms of the Rail franchise agreements, cash can only be distributedby these subsidiaries up to the lower of the amount of their retained profitsor the amount determined by prescribed liquidity ratios. The ring-fenced cashrepresents cash which is not available for distribution and any additionalamounts required to satisfy the liquidity ratios at the balance sheet date.

Shares In Issue

As at 31 March 2013 there were 481.8m shares in issue (2012: 481.6m), excludingtreasury shares and own shares held in trust for employees of 0.3m (2012:0.5m). The weighted average number of shares in issue for the purpose of basicEPS calculations (excluding treasury shares and own shares held in trust foremployees) was 481.7m (2012: 481.4m).

Balance Sheet

Net assets have decreased by £61.7m since the start of the year. The principalreasons for this are actuarial losses on defined benefit pension schemes (netof deferred tax) of £48.7m, dividends payments of £124.5m, unfavourable hedgingreserve movements (net of deferred tax) of £45.1m, partly offset by favourabletranslation reserve movements of £103.2m and the retained profit for the yearof £47.8m. Goodwill The carrying value (net assets including goodwill but excluding intercompanybalances) of each cash generating unit (CGU) was tested for impairment duringthe year and there continues to be sufficient headroom in all of the CGUs. TheFirst Student recovery plan is progressing in line with expectations and as aresult the headroom on this business has increased modestly compared to lastyear. Assets Held For Sale

These comprise principally the assets of the eight London depots which weannounced the disposal of on 9 April 2013.

Foreign Exchange

The most significant exchange rates to Sterling for the Group are as follows: Year to 31 March Year to 31 March 2013 2012 Closing Effective Closing Effective rate rate rate Rate US Dollar 1.52 1.58 1.60 1.59 Canadian Dollar 1.55 1.59 1.60 1.59

The US Dollar rate was slightly lower in the year to 31 March 2013 compared tolast year.

Pensions The Group has updated its pension assumptions as at 31 March 2013 for thedefined benefit schemes in the UK and North America. The net pension deficit of£268m at the beginning of the year has decreased to £248m at the end of theyear principally due to better actual returns on assets partly offset by lowerdiscount rates and higher inflation rates.

The main factors that influence the balance sheet position for pensions and thesensitivities to their movement at 31 March 2013 are set out below:

Movement Impact Discount rate +0.1% Reduce deficit by £ 33m Inflation +0.1% Increase deficit by £ 23m The changes to the Accounting Standard IAS 19 will apply from 2013/14 onwardsand will have significant impact on certain profit measures including operatingprofit and EPS. We estimate that the new rules would reduce operating profit inthe current year as follows: 2012/13 £m UK Bus (37) UK Rail (25) Greyhound 2 Total (60)

The changes above have no cash impact and do not affect the Group's bankingcovenants as these are measured on a constant accounting basis.

SEASONALITY

The First Student business generates lower revenues and profits in the firsthalf of the year than in the second half of the year as the school summerholidays fall into the first half. Greyhound operating profits are typicallyhigher in the first half of the year due to demand being strongest in thesummer months.

GOING CONCERN

The Group has established a strong balanced portfolio of businesses withapproximately 50% of Group revenues secured under medium term contracts withgovernment agencies and other large organisations in the UK and North America.

The Group has a diversified funding structure with average debt duration at 31March 2013 of 5.4 years (2012: 5.5 years) and which is largely represented by amedium-term to committed long term unsecured bond debt and finance leases. TheGroup has a $1,250m committed revolving banking facility of which $1,113m(2012: $1,011) was undrawn at the year end. This facility expires in December2015. The Directors have carried out a detailed review of the Group's budget for theyear to 31 March 2014 and medium-term plans, with due regard for the risks anduncertainties to which the Group is exposed, the uncertain economic climate andthe impact that this could have on trading performance. Based on this review,the Directors believe that the Company and the Group have adequate resources tocontinue in operational existence for the foreseeable future. Accordingly, thefinancial statements have been prepared on a going concern basis. Tim O'Toole Chief Executive Chris Surch Group Finance Director 20 May 2013 Consolidated incomestatement For the year ended 31March 20131 2012 Underlying Underlying results2 Adjustments3 Total results2 Adjustments3 Total Notes £m £m £m £m £m £m Continuing operations Revenue 6,900.9 - 6,900.9 6,678.7 - 6,678.7 Operating costs before(loss)/profit on (6,565.5) (127.0) (6,692.5) (6,250.2) 18.5 (6,231.7)disposal of properties Operating profit before(loss)/profit on 335.4 (127.0) 208.4 428.5 18.5 447.0disposal of properties Amortisation charges - (52.0) (52.0) - (30.9) (30.9) Exceptional items - (75.0) (75.0) - 49.4 49.4 - (127.0) (127.0) - 18.5 18.5 (Loss)/profit on - (2.7) (2.7) - 1.0 1.0disposal of properties Operating profit 335.4 (129.7) 205.7 428.5 19.5 448.0 Investment income 1.8 - 1.8 2.0 - 2.0 Finance costs (164.8) (5.5) (170.3) (159.1) (11.0) (170.1) Profit before tax 172.4 (135.2) 37.2 271.4 8.5 279.9 Tax (34.7) 45.3 10.6 (54.5) 4.4 (50.1) Profit for the yearfromcontinuing operations 137.7 (89.9) 47.8 216.9 12.9 229.8 Discontinued operations Loss for the year from 3 - - - (0.3) (9.2) (9.5)discontinued operations Profit for the year 137.7 (89.9) 47.8 216.6 3.7 220.3 Attributable to: Equity holders of the 129.4 (94.4) 35.0 192.3 3.9 196.2parent Non-controlling 8.3 4.5 12.8 24.3 (0.2) 24.1interests 137.7 (89.9) 47.8 216.6 3.7 220.3 Earnings per share Continuing operations Basic 4 26.9p (19.6)p 7.3p 40.0p 2.7p 42.7p Diluted 4 26.7p (19.5)p 7.2p 39.8p 2.7p 42.5p Continuing anddiscontinued operations Basic 4 26.9p (19.6)p 7.3p 39.9p 0.9p 40.8p Diluted 4 26.7p (19.5)p 7.2p 39.7p 0.8p 40.5p

Dividends of £114.0m (2012: £108.8m) were paid during the year. Dividends of £nil (2012: £77.3m) are proposed for approval in respect of the year.

1For all businesses excluding UK Rail this year includes 52 weeks compared to53 weeks last year.

2Underlying trading results before items noted in 3 below.

3Amortisation charges, ineffectiveness on financial derivatives, exceptionalitems, (loss)/profit on disposal of properties and discontinued operations andtax thereon. Consolidated statement of comprehensive income Year ended 31 March 2013 2012 £m £m Profit for the year 47.8 220.3 Other comprehensive income/(expense) Derivative hedging instrument movements (52.7)

(36.1)

Deferred tax on derivative hedging instrument 7.6 13.2movements Exchange differences on translation of foreign 103.2 (10.9)operations

Actuarial losses on defined benefit pension schemes (63.1) (185.8)

Deferred tax on actuarial losses on defined benefit 14.4 51.8pension schemes Other comprehensive income/(expense)for the year 9.4

(167.8)

Total comprehensive income for the year 57.2 52.5 Attributable to: Equity holders of the parent 44.4 28.4 Non-controlling interests 12.8 24.1 57.2 52.5 Consolidated balancesheet Year ended 31 March 2013 2012 2011 Notes £m £m £m Non-current assets Goodwill 5 1,665.8 1,599.3 1,608.0 Other intangible 6 281.8 318.8 348.6assets Property, plant and 7 1,977.6 2,006.3 2,082.9equipment Deferred tax assets 15 53.2 43.3 30.0 Retirement benefit 15.4 25.2 30.7assets Derivative financial 14 63.3 72.6 58.1instruments Investments 3.2 7.2 3.2 4,060.3 4,072.7 4,161.5 Current assets Inventories 8 79.9 91.0 91.4 Trade and other 9 641.0 601.9 555.5receivables Cash and cash 682.1 499.7 388.0equivalents Assets held for sale 44.7 3.7 4.6 Derivative financial 14 23.3 43.5 65.1instruments 1,471.0 1,239.8 1,104.6 Total assets 5,531.3 5,312.5 5,266.1 Current liabilities Trade and other 10 1,250.7 1,261.0 1,129.9payables Tax liabilities 28.7 21.8 49.0 Financial - bank loans 11 - 69.3 93.5liabilities - bonds 11 378.6 73.6 73.3 - obligations under HP contracts and 12 62.7 52.4 42.8 finance leases Derivative financial 14 64.7 17.1 38.5instruments 1,785.4 1,495.2 1,427.0 Net current 314.4 255.4 322.4liabilities Non-currentliabilities Financial - bank loans 11 385.4 426.0 554.9liabilities - bonds 11 1,468.5 1,441.0 1,417.1 - obligations under HP contracts and 12 355.5 282.9 209.1 finance leases - loan notes 13 9.7 9.7 9.7 - senior unsecured 11 98.3 93.3 - loan notes Derivative financial 14 21.7 50.1 29.7instruments Retirement benefit 263.2 293.1 273.9liabilities Deferred tax 15 63.4 97.7 93.0liabilities Provisions 16 260.9 242.5 300.8 2,926.6 2,936.3 2,888.2 Total liabilities 4,712.0 4,431.5 4,315.2 Net assets 819.3 881.0 950.9 Equity Share capital 17 24.1 24.1 24.1 Share premium 676.4 676.4 676.4 Hedging reserve (32.6) 12.5 35.4 Other reserves 4.6 4.6 4.6 Own shares (1.1) (1.1) (5.0) Translation reserve 248.9 145.7 156.6 Retained earnings (125.7) (3.6) 41.5 Equity attributableto equity holders of 794.6 858.6 933.6the parent Non-controlling 24.7 22.4 17.3interests Total equity 819.3 881.0 950.9 Consolidatedstatementofchanges inequity Non-controlling Share Share Hedging Other Own Translation Retained interests Total capital premium reserve reserves shares reserve earnings Total equity £m £m £m £m £m £m £m £m £m £m Balance at 1 24.1 676.4 35.4 4.6 (5.0) 156.6 41.5 933.6 17.3 950.9April 2011 Totalcomprehensive - - (22.9) - - (10.9) 62.2 28.4 24.1 52.5income forthe year Dividends - - - - - - (108.8) (108.8) (19.0) (127.8)paid Movement in - - - - 3.9 - (3.9) - - -EBT andtreasuryshares Share-based - - - - - - 6.0 6.0 - 6.0payments Deferred taxon - - - - - - (0.6) (0.6) - (0.6)share-basedpayments Balance at 31 24.1 676.4 12.5 4.6 (1.1) 145.7 (3.6) 858.6 22.4 881.0March 2012 Totalcomprehensive - - (45.1) - - 103.2 (13.7) 44.4 12.8 57.2income forthe year Dividends - - - - - - (114.0) (114.0) (10.5) (124.5)paid Share-based - - - - - - 5.6 5.6 - 5.6payments Balance at 31 24.1 676.4 (32.6) 4.6 (1.1) 248.9 (125.7) 794.6 24.7 819.3March 2013 Consolidated cash flow statement Year ended 31 March 2013 2012 Note £m £m Net cash from operating activities 18 332.7 475.4 Investing activities Interest received 1.8 2.0 Proceeds from disposal of property, plant and 14.7 57.7equipment Purchases of property, plant and equipment (213.1)

(170.9)

Disposal of subsidiary/business 39.2 5.5 Acquisition of businesses - (3.4) Net cash used in investing activities (157.4) (109.1) Financing activities Dividends paid (114.0) (108.8) Dividends paid to non-controlling shareholders (10.7) (19.0) Proceeds from bond issues 325.0 - Proceeds from senior unsecured loan notes -

90.2

Drawdowns from bank facilities 63.3 2.5 Repayment of bank debt (197.8) (179.8) Repayments under HP contracts and finance (55.8) (35.2)leases Fees for bank facility amendments and bond (6.2) (2.1)issues Net cash flow from financing activities 3.8

(252.2)

Net increase in cash and cash equivalents 179.1

114.1

before foreign exchange movements Cash and cash equivalents at beginning of year 499.7 388.0 Foreign exchange movements 3.3 (2.4) Cash and cash equivalents at end of year per 682.1

499.7

consolidated balance sheet

Cash and cash equivalents are included within current assets on theconsolidated balance sheet.

Note to the consolidated cash flow statement - reconciliation of net cash flow to movement in net debt 2013 2012 £m £m Net increase in cash and cash equivalents in year 179.1

114.1

(Increase)/decrease in debt and finance leases (134.7)

122.3

Inception of new HP contracts and finance leases (125.0)

(119.3)

Fees capitalised against bank facilities and bond 6.2 2.1issues Net cash flow (74.4) 119.2 Foreign exchange movements (63.1)

(7.7)

Other non-cash movements in relation to financial (4.1) 0.4instruments Movement in net debt in year (141.6)

111.9

Net debt at beginning of year (1,837.5) (1,949.4) Net debt at end of year (1,979.1) (1,837.5)

Net debt includes the value of derivatives in connection with the bondsmaturing in 2018, 2019 and 2021 and excludes all accrued interest. These bondsare included in non-current liabilities in the consolidated balance sheet.

Notes to the consolidated financial statements

1 GENERAL INFORMATION

The financial information set out above does not constitute the Company'sStatutory Accounts for the year ended 31 March 2013 or 2012, but is derivedfrom those accounts. Statutory Accounts for 2012 have been delivered to theRegistrar of Companies and those for 2013 will be delivered following theCompany's Annual General Meeting. The auditors have reported on both sets ofaccount; their reports were unqualified and did not contain statements undersection 498 (2), (3) or (4) of the Companies Act 2006. Whilst the financial information included in this preliminary announcement hasbeen computed in accordance with International Financial Reporting Standards(IFRSs), this announcement does not in itself contain sufficient information tocomply with IFRSs. The financial information has been prepared on the basis ofthe accounting policies as set out in the Statutory Accounts for 2012.

Copies of the Statutory Accounts for the year ended 31 March 2013 will beavailable to all shareholders in June and will also be available thereafter atthe Registered Office of the Company at 395 King Street, Aberdeen, AB24 5RP.

2 BUSINESS SEGMENTS INFORMATION

For management purposes, the Group is organised into five operating divisions -First Student, First Transit, Greyhound, UK Bus and UK Rail. These divisionsare managed separately in line with the differing services that they provideand the geographical markets which they operate in. The principal activities ofthese divisions are described in the operating and financial review.

The segment results for the year to 31 March 2013 are as follows:

First First Group Student Transit Greyhound UK Bus UK Rail Items1 Total2 £m £m £m £m £m £m £m Revenue continuing 1,503.1 814.6 647.1 1,128.2 2,795.1 12.8 6,900.9operations EBITDA³ 258.8 60.0 80.9 160.3 135.6 (28.6) 667.0 Depreciation (148.9) (10.9) (28.9) (70.1) (105.0) (0.9) (364.7) Capital grant - - - 0.5 32.6 - 33.1amortisation Segment results³ 109.9 49.1 52.0 90.7 63.2 (29.5) 335.4 Amortisation charges (43.1) (3.9) (3.1) - (1.9) - (52.0) Exceptional items (22.5) (11.8) - (19.8) (20.9) - (75.0) (Loss)/profit on 0.2 - (0.2) (2.7) - - (2.7)disposal of properties Operating profit4 44.5 33.4` 48.7 68.2 40.4 (29.5) 205.7 Investment income 1.8 Finance costs (164.8) Ineffectiveness on (5.5)financial derivatives Profit before tax 37.2 Tax 10.6 Profit after tax 47.8

1Group items comprise Tram operations, central management and other items.

2For all UK Business excluding UK Rail this year includes 52 weeks compared to53 weeks last year.

3Underlying.

4Although the Segmental results are used by the management to measureperformance we have also disclosed Statutory operating profit by operatingdivision for completeness.

2. BUSINESS SEGMENTS INFORMATION continued

The segment results for the year to 31 March 2012 are as follows:

First First Group Student Transit Greyhound UK Bus UK Rail Items1 Total2 £m £m £m £m £m £m £m Revenue 1,567.2 778.6 657.2 1,157.2 2,506.1 17.7 6,684.0 Discontinued operations - - - - - (5.3) (5.3) Revenue continuing 1,567.2 778.6 657.2 1,157.2 2,506.1 12.4 6,678.7operations EBITDA3 255.8 65.3 80.1 207.1 163.5 (28.9) 742.9 Depreciation (148.7) (9.5) (29.5) (73.2) (66.2) (1.0) (328.1) Capital grant - - - 0.5 13.2 - 13.7amortisation Segment results3 107.1 55.8 50.6 134.4 110.5 (29.9) 428.5 Amortisation charges (20.1) (4.3) (3.1) - (3.4) - (30.9) Exceptional items - - - 60.7 (10.2) (1.1) 49.4 Profit/(loss) on (0.3) - 5.0 (3.7) - - 1.0disposal of properties Operating profit4 86.7 51.5 52.5 191.4 96.9 (31.0) 448.0 Investment income 2.0 Finance costs (159.1) Ineffectiveness on (11.0)financial derivatives Profit before tax 279.9 Tax (50.1) Profitfor the periodfrom continuing 229.8operations Discontinued operations (9.5) Profit after tax and 220.3discontinued operations 1Group items comprise Tram operations, central management and other items.

2For all businesses excluding UK Rail this year includes 53 weeks compared to52 weeks last year.

3Underlying.

4Although the Segmental results are used by the management to measureperformance we have also disclosed Statutory operating profit by operatingdivision for completeness.

3 DISCONTINUED OPERATIONS

On 30 September 2011 the Group disposed of FirstGroup Deutschland GmbH. As aconsequence the result of this business has been classified as discontinuedoperations, as detailed below.

2013 2012 £m £m Revenue - 5.3 Operating costs - (5.6) Loss before tax - (0.3) Attributable tax expense - - Loss for the period from discontinued operations -

(0.3)

Loss on disposal of discontinued operations -

(9.2)

Net lossattributable to discontinued operations - (9.5) 4 EARNINGS PER SHARE (EPS) EPS is calculated by dividing the profit attributable to equity shareholders of£35.0m (2012: £196.2m) by the weighted average number of ordinary shares of481.7m (2012: 481.4m). The numbers of ordinary shares used for the basic anddiluted calculations are shown in the table below.

The difference in the number of shares between the basic calculation and thediluted calculation represents the weighted average number of potentiallydilutive ordinary share options.

2013 2012 Number Number m m Weighted average number of share used in basic calculation 481.7 481.4 SAYE share options 0.2 0.3 Executive share options 2.3 2.4 484.2 484.1 The underlying basic EPS is intended to highlight the recurring results of theGroup before amortisation charges, ineffectiveness on financial derivatives,exceptional items and loss/(profit) on disposal of properties. A reconciliationis set out below: 2013 2012 £m EPS(p) £m EPS (p)

Basic profit/EPS from continuing operations 35.0 7.3 205.7 42.7

Basic profit/EPS from discontinued - - (9.5) (1.9)operations Basic profit/EPS 35.0 7.3 196.2 40.8 Amortisation charges¹ 51.8 10.7 30.7 6.4 Ineffectiveness on financial derivatives 5.5 1.1 11.0 2.2 Exceptional items 75.0 15.6 (49.4) (10.3)

Non-controlling interests on exceptional 4.7 1.0 -

-items Loss/(profit) on disposal of properties 2.7 0.6 (1.0) (0.2) Business disposals - - 9.2 1.9 Tax effect of above adjustments (43.3) (9.0) (0.4)

(0.1)

Deferred tax credit due to change in UK (2.0) (0.4) (4.0) (0.8)corporation tax rate Underlying profit/EPS 129.4 26.9 192.3 39.9 Underlying profit/EPS from discontinued - - 0.3 0.1operations

Underlying profit/EPS from continuing 129.4 26.9 192.6 40.0operations

1Amortisation charges of £52.0m per note 6 less £0.2m (2012: £30.9m less £0.2m)attributable to equity non-controlling interests.

2013 2012 Diluted EPS pence pence Continuing operations Basic 7.2 42.5 Underlying 26.7 39.8 Continuing and discontinued operations Basic 7.2 40.5 Underlying 26.7 39.7 2013 2012 2011 5GOODWILL £m £m £m Cost At 1 April 1,604.3 1,613.0 1,754.9 Additions - 2.9 2.3 Disposals (11.5) (11.3) (14.2) Foreign exchange movements 77.0 (0.3) (130.0) At 31 March 1,669.8 1,604.3 1,613.0 Accumulated impairment losses At 1 April 5.0 5.0 - Impairment losses for the year (recorded 4.0 - 5.0in exceptional items) Disposals (5.0) - - At 31 March 4.0 5.0 5.0 Carrying amount At 31 March 1,665.8 1,599.3 1,608.0 Greyhound Rail Customer brand and franchise contracts trade agreements Total name 6OTHER INTANGIBLE ASSETS £m £m £m £m Cost At 1 April 2011 381.5 61.9 56.3 499.7 Additions - - 1.4 1.4 Foreign exchange movements (0.3) (0.1) - (0.4) At 31 March 2012 381.2 61.8 57.7 500.7 Foreign exchange movements 19.1 3.0 - 22.1 At 31 March 2013 400.3 64.8 57.7 522.8 Amortisation At 1 April 2011 90.1 11.2 49.8 151.1 Charge for year 24.3 3.2 3.4 30.9 Foreign exchange movements (0.1) - - (0.1) At 31 March 2012 114.3 14.4 53.2 181.9 Charge for year 47.0 3.1 1.9 52.0 Foreign exchange movements 6.3 0.8 - 7.1 At 31 March 2013 167.6 18.3 55.1 241.0 Carrying amount At 31 March 2013 232.7 46.5 2.6 281.8 At 31 March 2012 266.9 47.4 4.5 318.8 At 31 March 2011 291.4 50.7 6.5 348.6 Passenger Other Land and carrying plant and buildings vehicle equipment Total fleet 7PROPERTY PLANT & EQUIPMENT £m £m £m £m Cost At 1 April 2011 536.5 2,565.2 596.7 3,698.4 Subsidiary undertakings disposed of (2.8) (4.0) (0.6) (7.4) Additions in the year 15.6 202.7 105.2 323.5 Disposals (41.6) (72.1) (23.8) (137.5) Transfers - 11.3 (11.3) - Reclassified as held for sale - (77.6) - (77.6) Foreign exchange movements (0.4) (1.8) 0.1 (2.1) At 31 March 2012 507.3 2,623.7 666.3 3,797.3 Additions in the year 12.6 249.3 108.2 370.1 Disposals (22.5) (96.6) (25.7) (144.8) Reclassified as held for sale (25.5) (96.7) (3.3) (125.5) Foreign exchange movements 12.7 89.6 10.7 113.0 At 31 March 2013 484.6 2,769.3 756.2 4,010.1 Accumulated depreciation and impairment At 1 April 2011 75.0 1,231.6 308.9 1,615.5 Subsidiary undertakings disposed of (0.3) (2.0) (0.4) (2.7) Charge for year 12.0 220.3 95.8 328.1 Disposals (3.1) (70.1) (14.5) (87.7) Transfers - (24.0) 24.0 - Reclassified as held for sale - (61.6) - (61.6) Foreign exchange movements (0.1) (0.5) - (0.6) At 31 March 2012 83.5 1,293.7 413.8 1,791.0 Charge for year 11.3 217.9 135.5 364.7 Disposals (2.7) (92.8) (17.3) (112.8) Reclassified as held for sale (4.7) (64.7) (1.8) (71.2) Impairment (recorded in exceptional 5.6 3.7 - 9.3items) Foreign exchange movements 2.1 42.5 6.9 51.5 At 31 March 2013 95.1 1,400.3 537.1 2,032.5 Carrying amount At 31 March 2013 389.5 1,369.0 219.1 1,977.6 At 31 March 2012 423.8 1,330.0 252.5 2,006.3 At 31 March 2011 461.5 1,333.6 287.8 2,082.9 2013 2012 2011 8 INVENTORIES £m £m £m Spare parts and consumables 79.7 90.6 91.1 Property development work in progress 0.2 0.4 0.3 79.9 91.0 91.4 In the view of the Directors there is no material difference between thebalance sheet value of inventories and their replacement cost. There was nomaterial write down of inventories during the current or prior year. Theprovision for stock obsolescence at the balance sheet date was £8.2m (2012: £8.0m; 2011: £8.2m). 2013 2012 2011 9 TRADE AND OTHER RECEIVABLES £m £m £m Amounts due within one year Trade receivables 340.2 299.8 319.4 Provision for doubtful receivables (3.2) (4.5) (7.5) Other receivables 52.4 72.8 53.4 Other prepayments 116.6 112.1 100.9 Accrued income 135.0 121.7 89.3 641.0 601.9 555.5 2013 2012 2011 10 TRADE AND OTHER PAYABLES £m £m £m Amounts falling due within one year Trade payables 402.0 397.6 312.2 Other payables 184.3 169.1 113.9 Accruals 509.1 547.5 573.1 Deferred income 82.1 78.7 67.4 Season ticket deferred income 73.2 68.1 63.3 1,250.7 1,261.0 1,129.9 2013 2012 2011 11FINANCIAL LIABILITIES - BORROWING £m £m £m Current financial liabilities Short-term bank loans - 69.3 93.5 - 69.3 93.5 Bond 6.875% (repayable 2013) 319.8 20.3 20.2 Bond 8.125% (repayable 2018) 12.8 12.9 12.8 Bond 6.125% (repayable 2019) 3.0 3.0 3.0 Bond 8.75% (repayable 2021) 30.1 30.2 30.1 Bond 5.25% (repayable 2022) 5.7 - - Bond 6.875% (repayable 2024) 7.2 7.2 7.2 378.6 73.6 73.3 HP contracts and finance leases (note 12) 62.7 52.4

42.8

Total current financial liabilities 441.3 195.3

209.6

Non-current financial liabilities Syndicated and bilateral unsecured bank 385.4 426.0 554.9loans 385.4 426.0 554.9 Bond 6.875% (repayable 2013) - 298.5 298.0 Bond 8.125% (repayable 2018) 297.1 296.7 296.4 Bond 6.125% (repayable 2019) 305.4 299.7 276.7 Bond 8.75% (repayable 2021) 347.4 347.1 347.0 Bond 5.25% (repayable 2022) 319.1 - - Bond 6.875% (repayable 2024) 199.5 199.0 199.0 1,468.5 1,441.0 1,417.1 HP contracts and finance lease (note 12) 355.5 282.9 209.1 Loan notes (note 13) 9.7 9.7 9.7 Senior unsecured loan notes 98.3 93.3 - Total non-current financial liabilities 2,317.4 2,252.9 2,190.8 Total liabilities 2,758.7 2,448.2 2,400.4 Gross borrowings repayment profile Within one year or on demand 441.3 195.3 209.6 Between one and two years 122.3 407.0 216.0 Between two and five years 637.7 564.9 796.1 Over five years 1,557.4 1,281.0 1,178.7 2,758.7 2,448.2 2,400.4

12 HP CONTRACTS AND FINANCE LEASES

The Group had the following obligations under HP contracts and finance leasesas at the balance sheet dates:

2013 2012 2011 2013 Present 2012 Present 2011 Present Minimum value of Minimum value of Minimum value of payments payments payments payments payments payments £m £m £m £m £m £m Due in less than one year 64.5 62.7 54.0 52.4 48.8 42.8 Due in more than one year 66.9 63.3 54.8 51.9 48.3 43.2but not more than two years Due in more than two years 226.9 203.3 173.9 154.7 116.6 106.3but not more than five years Due in more than five years 107.3 88.9 92.6 76.3 62.0 59.6 465.6 418.2 375.3 335.3 275.7 251.9 Less future financing (47.4) - (40.0) - (23.8) -charges 418.2 418.2 335.3 335.3 251.9 251.9 13 LOAN NOTES The Group had the following loan notes issued as at the balance sheet dates: 2013 2012 2011 £m £m £m Due in more than one year but not more than two 9.7 9.7 9.7years 2013 2012 2011 14DERIVATIVE FINANCIAL INSTRUMENTS £m £m

£m

Derivativesdesignated and effective as hedginginstruments carried at fair value Non-current assets Cross currency swaps (net investment hedge) 15.2 23.2

22.2

Coupon swaps (fair value hedge) 45.7 43.8

21.0

Fuel derivatives (cash flow hedge) 2.4 5.6 14.9 63.3 72.6 58.1 Current assets Cross currency swaps (net investment hedge) 3.6 4.3

4.6

Coupon swaps (fair value hedge) 13.2 9.5

6.7

Currency forwards (cash flow hedge) - -

1.2

Fuel derivatives (cash flow hedge) 6.5 29.7 52.6 23.3 43.5 65.1 Current liabilities Interest rate derivatives (cash flow hedge) 8.1 8.0

15.0

Cross currency swaps (net investment hedge) 47.6 1.2

23.3

Fuel derivatives (cash flow hedge) 4.8 3.5 0.1 60.5 12.7 38.4 Non-current liabilities Interest rate derivatives (cash flow hedge) 11.8 13.7

1.5

Cross currency swaps (net investment hedge) - 27.1

28.2

Fuel derivatives (cash flow hedge) 0.8 0.9 - 12.6 41.7 29.7 Derivatives classified as held for trading Current liabilities Interest rate swaps 4.2 4.4 0.1 Non-current liabilities Interest rate swaps 9.1 8.4 - Total non-current assets 63.3 72.6 58.1 Total current assets 23.3 43.5 65.1 Total assets 86.6 116.1 123.2 Total current liabilities 64.7 17.1 38.5 Total non-current liabilities 21.7 50.1 29.7 Total liabilities 86.4 67.2 68.2 15 DEFERRED TAX The major deferred tax liabilities/(assets) recognised by the Group andmovements thereon during the current and prior reporting periods are asfollows: Accelerated Other tax temporary depreciation differences Tax Total losses £m £m £m £m At 1 April 2011 264.9 9.7 (211.6) 63.0 Charge/(credit) to income (36.9) 61.0 31.3 55.4 Credit to equity - (64.4) - (64.4) Foreign exchange movements 0.7 0.1 (0.4) 0.4 At 31 March 2012 228.7 6.4 (180.7) 54.4 (Credit)/charge to income (60.3) 17.8 21.3 (21.2) Credit to equity - (22.0) - (22.0) Foreign exchange movements 7.1 0.9 (9.0) (1.0) At 31 March 2013 175.5 3.1 (168.4) 10.2

Certain deferred tax assets and liabilities have been offset. The following isthe analysis of the deferred tax balances for financial reporting purposes:

2013 2012 2011 £m £m £m Deferred tax assets (53.2) (43.3) (30.0) Deferred tax liabilities 63.4 97.7 93.0 10.2 54.4 63.0 2013 2012 2011 16 PROVISIONS £m £m £m Insurance claims 216.2 218.4 221.0 Legal and other 40.8 19.9 26.4 FGW contract provision - - 48.7 Pensions 3.9 4.2 4.7 Non-current liabilities 260.9 242.5 300.8 FGW Insurance Legal contract claims and provision Pensions Total other £m £m £m £m £m At 1 April 2012 336.0 24.1 56.9 4.2 421.2 Charged to the income statement 135.1 33.2 9.9 - 178.2 Utilised in the year (173.1) (8.1) (32.9) (0.3) (214.4) Notional interest 19.5 - - - 19.5 Foreign exchange movements 15.1 1.6 - - 16.7 At 31 March 2013 332.6 50.8 33.9 3.9 421.2 Current liabilities 116.4 10.0 33.9 - 160.3 Non-current liabilities 216.2 40.8 - 3.9 260.9 At 31 March 2013 332.6 50.8 33.9 3.9 421.2 Current liabilities 117.6 4.2 56.9 - 178.7 Non-current liabilities 218.4 19.9 - 4.2 242.5 At 31 March 2012 336.0 24.1 56.9 4.2 421.2 Current liabilities 119.5 11.2 11.2 - 141.9 Non-current liabilities 221.0 26.4 48.7 4.7 300.8 At 31 March 2011 340.5 37.6 59.9 4.7 442.7 2013 2012 2011 17 SHARE CAPITAL £m £m £m Allotted, called up and fully paid: 482.1m Ordinary shares of 5p each 24.1 24.1 24.1 Number £m m At 31 March 2011, 31 March 2012 and 31 March 2013 482.1 24.1 2013 2012 18 NET CASH FROM OPERATING ACTIVITIES £m

£m

Operating profit before (loss)/profit on disposal of 208.4 447.0properties Operating profit of discontinued operations - (0.3) Adjustments for: Depreciation charges 364.7 328.1 Capital grant amortisation (33.1) (13.7) Amortisation charges 52.0 30.9 Impairment charges 13.3 - Share-based payments 5.6 6.0 Loss on disposal of property, plant and equipment 4.0

3.8

Operating cash flows before working capital 614.9 801.8 Decrease in inventories 10.6 0.6 (Increase)/decrease in receivables (8.2)

34.0

(Decrease)/increase in payables (32.2) 34.6 Decrease in provisions (12.2) (77.8) Defined benefit pension payments in excess of income (94.0) (160.4)statement charge Cash generated by operations 478.9 632.8 Tax paid (6.3) (17.7) Interest paid (129.0) (130.9) Interest element of HP contracts and finance leases (10.9)

(8.8)

Net cash from operating activities 332.7

475.4

19 POST BALANCE SHEET EVENTS

On 9 April 2013, the Group announced the sale of five of its London bus depots(and associated assets, including plant and vehicles) (the "Business") toMetroline Limited, an existing London bus operator. The purchase price for theBusiness, payable on completion, is a gross cash consideration of £57.5million. The Business had a gross asset value as at 31 March 2013 of £21.3m,and earning before interest and tax for the year ended March 2013 were £7.0m.In addition on 9 April 2013 the Group announced the sale of a further threeLondon bus depots to Transit Systems Group for a gross cash consideration of £21.3m. The proceeds of the sale of these depots (including the Business) willcontribute to the Group's plan to recover performance in its UK Bus division.

On 15 April 2013 the £300m Sterling April 2013 bond was repaid in full.

On 20 May 2013 the Group announced a c.£615m rights issue which will remove theconstraints of the current balance sheet and enable the business to continue toinvest for future returns while reducing leverage to sustainable levels.

Responsibility Statement of the Directors on the Annual Report

The responsibility statement below has been prepared in connection with theGroup's full annual report for the year ending 31 March 2013. Certain partsthereof are not included within the announcement.

We confirm to the best of our knowledge:

* The Company and Group financial statements, prepared in accordance with UK

GAAP and IFRS respectively, give a true and fair view of the assets,

liability, financial positions and profit of the Company and Group taken as

a whole; and

* The Directors Report contained in he Annual Report includes a fair review

of the development, and performance of the business and the position of the

Company and the Group taken as a whole, together with a description of the

principal risks and uncertainties they face.

The responsibility statement was approved by the Board of Directors on 20 May2013 and was signed on its behalf by:

Tim O'Toole Chris Surch

Chief Executive Finance Director

Including proceeds from London bus disposals, which are expected in H1 2013/14(pending Transport for London and Traffic Commissioner approval)

1

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