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Half-yearly Report

3rd Nov 2010 07:00

Embargoed until 07:00hrs on Wednesday 3 November 2010

FIRSTGROUP PLC HALF-YEARLY RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2010

PERFORMANCE IN LINE WITH EXPECTATIONS WITH STRONG CASH PERFORMANCE IN THE PERIOD

* Total Group revenue up by 4.0% including improving rail volumes

* Adjusted basic EPS up 16.7% - on track to deliver moderate earnings growth

for the full year

* Strong cash performance expected to continue - target for full year net

cash generation increased from £150m to £180m (excluding business disposal

proceeds)

* Confident of achieving Group's target of 2.5 times net debt to EBITDA ratio

by March 2011 * Interim dividend increased by 7.1% to 7.12p * Tim O'Toole appointed Chief Executive effective 1 November 2010

FIRST STUDENT

* Total US Dollar revenue reduced by 0.9% as a result of some route consolidations and lower charter revenues due to school board budgetary constraints * Further cost and efficiency improvements to mitigate budgetary pressure

including significant improvement from FOCUS - on target to complete roll

out for the school year 2011/12

FIRST TRANSIT

* Continued good revenue growth - up 5.5%

* Strong operating performance, leveraging existing relationships to win new

business GREYHOUND * Continued growth - like-for-like passenger revenues up 1.9% in tough trading environment * Operating margin improvement from rigorous cost control and network management

UK BUS

* Like-for-like passenger revenue up 1.3%, growth accelerating in Q2

* Cost control and network management supporting improved margin - positioned

to increase network capacity as volumes return

UK RAIL

* Like-for-like passenger revenue up 4.4% - strong volume growth across all

our TOCs

* Good performance supported by cost actions

FINANCIAL SUMMARYContinuing operations: 2010 2009 Change restated4 Revenue £3,075.8m £2,958.2m +4.0% Adjusted EBITDA1 £331.8m £317.1m +4.6% Operating profit £173.7m £121.4m +43.1% Adjusted operating profit2 £170.6m £164.8m +3.5% Profit before tax £82.0m £28.6m +186.7% Adjusted profit before tax2 £77.7m £68.0m +14.3% Basic EPS 11.4p 3.6p +216.7% Adjusted basic EPS2 10.5p 9.0p +16.7% Proposed dividend per share 7.12p 6.65p +7.1% Net debt3 £2,190.8m £2,373.8m (7.7)%

1 Adjusted operating profit plus depreciation.

2 Before amortisation charges, hedge ineffectiveness on financial derivatives,non-recurring items,loss on disposal of properties and discontinued operationsas shown in the condensed consolidated income statement on p.18.All referencesto "adjusted" figures throughout this press release are defined in this way.

3 Net debt is stated excluding accruedbondinterest.

4 Restated as explained in note 1 to the half-yearly financial report.

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

"I am pleased with the progress made during the first half of the year with a return to earnings growth and an improved cash performance.

We are encouraged by improving trends in some of our markets. However, whilethe economic outlook remains uncertain, we continue to focus on opportunitiesto maximise growth and yield as well as delivering efficiencies and networkmanagement to maintain and develop margins across the Group.We are making good progress in reducing net debt which is a key priority forthe Group. Our strong focus on increasing net cash generation within the Groupis yielding good results and we have increased our target for the full year to£180m (excluding business disposal proceeds). We are confident of achieving aratio of 2.5 times net debt to EBITDA by the end of the current financial year,based on current exchange rates.

This strong performance, particularly against the challenging economic backdrop, demonstrates the highly cash generative nature of the Group. This together with the expectation of moderate earnings growth in the full year enables the Group to increase capital expenditure and supports the Board's policy to increase dividends by at least 7% per annum as well as deliver a reduction in net debt.

Rachael Borthwick, Corporate Communications Director Tel: +44 207 291 0508 / +44 7771 945432

A MEETING FOR INVESTORS AND ANALYSTS WILL BE HELD AT 9:00AM TODAY. ACCESS IS BY

INVITATION ONLY. A TELEPHONE DIAL-UP LISTEN-IN FACILITY OF THE MEETING IS

AVAILABLE - FOR DETAILS PLEASE CONTACT FIRSTGROUP TEL: +44 207 291 0507

PHOTOGRAPHS FOR THE MEDIA ARE ALSO AVAILABLE FROM FIRSTGROUP PLEASE CALL +44 207

291 0512 THE HALF-YEARLY REPORT WILL BE AVAILABLE ON FIRSTGROUP'S CORPORATE WEBSITE - www.firstgroup.com/corporate NOTES TO EDITORSFirstGroup plc is the leading transport operator in the UK and North Americawith revenues of over £6 billion a year. We employ more than 130,000 staff andtransport some 2.5 billion passengers a year.

First Student

The largest provider of student transportation in North America with a fleet of approximately 60,000 yellow school buses, carrying some 6 million students every day across the US and Canada.

First Transit

As one of the largest private sector providers of transit management andcontracting in North America First Transit manages public transport systems onbehalf of city transit authorities. It is also one of the largest providers ofairport shuttle bus services in the US and manages paratransit operations, callcentres and other light transit activities.

First Services, a division of First Transit, is the largest private sector provider of vehicle maintenance and ancillary support services in the US, providing fleet maintenance for public sector customers such as the Federal Government and fire and police departments. It also provides support services to public and private sector clients.

Greyhound

Greyhound is the only national provider of scheduled intercity coach servicesin the US and Canada. Based in Dallas, Greyhound provides scheduled passengerservices to approximately 3,800 destinations carrying approximately 20 millionpassengers a year.UK BusThe Group is Britain's largest bus operator running more than one in five ofall local bus services. A fleet of some 8,500 buses carries approximately 3million passengers a day in more than 40 major towns and cities. We alsooperate Greyhound UK providing regular services between London and the southcoast and between Cardiff and Swansea.

UK Rail

The Group operates one quarter of the UK passenger rail network, with a balanced portfolio of intercity, commuter and regional services, carrying over 280 million passengers a year.

* We are the UK's largest rail operator with four passenger franchises - First Capital Connect, First Great Western, First ScotRail and First TransPennine Express - and one open access operator, First Hull Trains.

* We operate the London Tramlink network on behalf of Transport for London

carrying over 28 million passengers a year.

Europe

In mainland Europe we operate some 150 buses in south west Germany and, withour partner DSB, we operate the ˜resund rail franchise which includes routes inand between Denmark and Sweden.

Chairman's statement

The Group continues to benefit from a balanced mix of contract-backed andpassenger revenue operations in the UK and North America. Our strategy to builda diverse portfolio of operations, each moving through the economic cycle at adifferent pace, has ensured that the Group is not dependent on one market. Theactions we have taken to reduce costs and manage our service provision areright for the current environment and have enabled the Group to cope well with,and continue to trade robustly through, the challenging economic environment.

During the period we retained a strong focus on our priorities of increasing net cash generation within the Group as well as maintaining and improving margins through a combination of rigorous cost control, closely matching service provision to demand and continuing to drive out further operating efficiencies.

Net debt reduction is a key priority for the Group. I am delighted with theprogress made in increasing net cash generation despite the current subduedgrowth environment, and remain confident of achieving our target ratio of 2.5times net debt to EBITDA by the end of the current financial year, based oncurrent exchange rates. This performance is driven by a sustained focus anddiscipline across our operations including initiatives that are deliveringimprovements in working capital. In addition the net proceeds from the sale ofGB Railfreight Limited (GBRf) in the period further support our net debtreduction programme.

In line with our stated commitment to deliver sustained, real growth in dividends the Board has proposed an interim dividend per share of 7.12p, an increase of 7.1%. It will be paid on 2 February 2011 to shareholders on the register at 7 January 2011.

Nicola Shaw stepped down from the Board on 30 June to pursue alternative business interests outside the Group. I would like to thank Nicola for her contribution to the Group most recently as Director Bus UK, Ireland and Germany.

On 22 September we announced that Sir Moir Lockhead had decided to retire after21 years as Chief Executive. The Board therefore implemented its successionplan with Tim O'Toole succeeding Sir Moir as Chief Executive of the Group witheffect from 1 November 2010. Sir Moir stepped down from the Board of FirstGroupand handed over his executive responsibilities on 1 November and will retirefrom the Group on 31 March 2011 enabling him to effect a smooth transition andprovide support to Tim and the Group.On behalf of the Board I would like to thank Sir Moir for his outstandingcontribution to FirstGroup and to the transport industry as a whole during hislong and successful career. As Chief Executive his vision and drive led thetransformation of the Group from an employee and management buyout of GrampianRegional Transport in 1989, with 500 employees and £15m of revenues, into oneof the world's leading transport operators. With an exceptional track record heis an impressive leader and it has been a privilege to work alongside him overthe years. His work will ensure the continued long term success of the Groupfor many years to come.I am delighted to welcome Tim to the role of Chief Executive. He bringsextensive experience of the UK and North American transport markets togetherwith a strong track record of success. I am confident that his leadership anddirection will enable the Group to build on its considerable achievements todate and drive its future successful development.

I would like to extend my sincere thanks to all of our employees across the Group for their continued professionalism and ongoing commitment to providing customers with safe, high quality services.

The Group has successfully built a leading position in all of its core marketsproviding both resilience and opportunity through the challenging economicenvironment. While the rate and sustainability of economic recovery is stilluncertain, we remain resolutely focused on our key priorities to deliverefficiencies across our business and closely manage service provision todemand. We have made good progress in increasing net cash generation within theGroup and advancing our net debt reduction programme. This strong performance,and the return to earnings growth, supports the Board's commitment to dividendgrowth of at least 7% per annum. We are confident of the Group's prospects inall of its core markets and its ability to deliver long term value forshareholders.Martin GilbertChairman2 November 2010

* Operating profit referred to throughout this document refers to operating profit before amortisation charges, hedge ineffectiveness on financial derivatives, non-recurring items, loss on disposal of properties and discontinued operations. EBITDA is adjusted operating profit plus depreciation.

Chief Executive's operating review

OVERVIEW

Safety

Safety is a core value of the Group. The safety of our customers and employeeslies at the heart of our strategy and underpins everything that we do. Frompassengers travelling on our services to employees working within ouroperations, we continually assess our performance and develop industry-leadinginitiatives to raise awareness and help achieve our objective of eradicatingunsafe acts and practices. The output from the monitoring and review of ourperformance informs the ongoing development of our safety programmes. Furtherdetails of our safety initiatives and achievements can be found on our websitewww.firstgroup.com.ResultsI am pleased to report that overall trading during the first half of the yearhas continued to develop in line with our expectations and we remain on trackto deliver moderate earnings growth for the full year.Group revenue was £3,075.8m (2009: £2,958.2m), an increase of 4.0%. Operatingprofit increased by 3.5% to £170.6m (2009: £164.8m). Statutory profit beforetax was £82.0m (2009: £28.6m). Adjusted basic EPS increased by 16.7% to 10.5p(2009: 9.0p). EBITDA rose by 4.6% to £331.8m (2009: £317.1m).The Group has clearly defined its key priorities including the delivery ofincreased net cash generation and net debt reduction. We have made goodprogress during the period to implement initiatives that are deliveringimprovements in working capital. As a result, net cash generation improvedduring the period and we have increased our target for the full year to £180m(excluding business disposal proceeds). We are confident of achieving ourtarget ratio of 2.5 times net debt to EBITDA by March 2011, based on currentexchange rates.

This strong performance, particularly against the challenging economic backdrop, demonstrates the highly cash generative nature of the Group. This, together with the expectation of moderate earnings growth in the full year, enables the Group to increase capital expenditure and supports the Board's policy to increase dividends by at least 7% per annum as well as deliver a reduction in net debt.

NORTH AMERICAFirst StudentUS Dollar revenue reduced by 0.9% to $1,074.6m or £711.4m (2009: $1,084.4m or £691.1m) and operating profit was $40.0m or £28.0m (2009: $55.5m or £38.5m).This reflects the continued pressure on school bus charter activity during theperiod and the result of some route consolidations by school boards as theycontinue to manage budgetary constraints and consequently we expect full yearrevenue to be slightly reduced compared to prior year.

We continue to prioritise actions to reduce our cost base and leverage our scale to deliver efficiency improvements however, we anticipate the operating environment will remain challenging and continue to put some pressure on operating margin.

We have worked with new and existing customers to provide innovative andpractical solutions to help school boards overcome their budgetary constraints.A range of initiatives including routing and scheduling of services, staggered`school bell times' and consolidation of drop off and collection points hasachieved improved efficiencies which enable us to deliver attractive costsavings for customers.

We continued to advance the roll-out of FOCUS, our unique and industry-leading GPS-based technology system, which provides enhanced operational data that allows us to bring greater efficiency and management of our operational performance, service delivery and cost base.

Currently more than half of our school bus fleet is equipped with FOCUS withthe remainder of the fleet due to be fitted for the start of the 2011/12 schoolyear. We are also moving forward with the customer-facing element of FOCUSwhich enables First Student to offer a unique, `value-add' product which willgive customers greater insight and control from real time service information.Pilot schemes are currently being trialled with customers at selectedlocations.During the period we had a successful start up to the new school year includingthe commencement of several conversion contracts from the public sectorfollowing the decision by their school boards to outsource the provision ofschool transportation. We remain encouraged by the high levels of interestaround outsourcing, particularly as the challenging economic environment inNorth America continues. However, our considerable experience in this marketunderpins our expectation that the shift to outsourcing will remain slow butcontinues to present an opportunity in the longer term.

First Transit

I am pleased with the performance of our Transit business during the periodwhich delivered US Dollar revenue growth of 5.5% to $596.5m or £392.7m (2009:$565.5m or £356.0m). Operating profit was $39.6m or £26.0m (2009: $33.6m or £21.7m). We continue to benefit from our strategy to focus on the faster growingparatransit and shuttle bus contracting segments.During the period we retained a number of significant contracts includingbusiness in Hartford in Connecticut, Denver in Colorado and Austin in Texas andalso leveraged existing business relationships to win new contracts. In May wewere awarded a five year contract for paratransit services in addition to ourlong standing fixed route management contract in Reno, Nevada and in June werenewed our paratransit contract while successfully winning an additional fixedroute contract with the City of Durham, North Carolina. We were also able towiden our relationship in Jacksonville, Florida with a significant additionalservice award under our current contract.A strong operating performance delivered a successful start up of a number ofnew contracts during the first half including commencement of a conversioncontract with North County Transit District in San Diego, California and ashorter term contract in Yuma, Arizona which we successfully stepped in at veryshort notice to operate for the customer.The pressure on public spending across North America has inevitably led tobudgetary constraints for municipalities and transit authorities. We haveworked with customers to generate further efficiencies and build on ourreputation for delivering a cost effective and high quality service. Wecontinue to utilise alternative and low emission fuels and are partnering withour customers across North America to deliver environmental improvementsincluding the operation and maintenance of zero emission, battery poweredvehicles in southern California as well as piloting a hybrid hydrogen fuel cellproject for the State of Connecticut.

Greyhound

Greyhound continued to deliver growth with passenger revenue, on alike-for-like basis, increased by 1.9% during the period despite challengingeconomic conditions, continued high unemployment and the subsequent impact onconsumer confidence in North America. US Dollar revenue increased by 4.0% to$513.0m or £337.6m (2009: $493.5m or £309.4m) and operating profit increased to$39.2m or £25.6m (2009: $23.5m or £13.9m).

Against this backdrop we continue to maximise the benefits of the highly flexible operating model. Our rigorous management of the network has led to targeted mileage reductions and ensured that revenue per mile is ahead of prior year. This together with the extensive action we have taken to reduce costs will enable the business to achieve an improved operating margin performance.

We continue to make good progress with our programme to make Greyhound moremodern and efficient and deliver improved service quality. At this stage in theeconomic cycle we have focused capital investment on a cost effectiverefurbishment programme which will extend the life and improve the performanceof some of our mid-life vehicles. The refurbishment programme is well underwayand all of the completed vehicles feature the same state of the art amenitiesas our new vehicles including improved passenger comfort with additionallegroom, WiFi and power points at every seat.During the period we relaunched greyhound.com. Internet sales are becoming anincreasingly important distribution channel for Greyhound accounting for some25% of all ticket sales in the US which we have grown from 14% in 2007. Wecontinue to develop our range of yield managed, discounted fares as part of ourstrategy to reduce our cost of sale and encourage customers to buy online.We continue to progress initiatives such as the Network Transformation Projectwhich involves right-sizing and re-locating a significant number of Greyhound'sproperties in the US to more accessible and convenient sites.In Canada we are working through our plans to match service provision tocustomer demand or receive a subsidy to operate on certain routes. During theperiod we reduced mileage in Saskatchewan and British Columbia and we continueto work with the Alberta Government to establish appropriate minimumfrequencies.BoltBus continues to perform well in highly competitive markets in the northeast of the US with passenger volumes and revenue growing strongly. Passengerloadings per bus continue to improve and we are progressing further expansionopportunities for this successful concept including new routes in Maryland,Massachusetts, New Jersey and Pennsylvania.Greyhound Express, a new service combining features of BoltBus with thestrength of the Greyhound brand, will launch in December with non-stop servicesfrom Chicago to several cities in the Midwest. The destinations include a mixof intermodal transportation centres, which connect customers to light rail,public transit and Amtrak, and kerbside locations in city centres near retail,local transit and business districts.

UK Bus

Our UK Bus division performed steadily during the period. Total revenue reducedby 2.6% to £570.5m (2009: £585.6m) reflecting mileage reductions and thecontinued tough trading environment in many towns and cities across the UK. Weare encouraged that passenger revenues on a like-for-like basis increased by1.3% during the period with growth accelerating during the second quarter.Operating profit increased by 9.1% to £55.4m (2009: £50.8m) supported byrigorous cost and network management actions and lower hedged fuel costs.In this lower revenue growth environment, we continue to prioritise costreductions and network management on a route by route basis. Where we have seenchanges in passenger demand we have responded promptly with targeted frequencyor mileage reductions which will enable the business to deliver an improvedoperating margin. These actions are right for the current economic environment,however, we retain the capability to increase the frequency of services and togrow our networks as the UK economy recovers.Alongside actions to manage the network and reduce costs we also continue todevelop initiatives to stimulate revenue growth and promote modal shift,including the introduction of simpler fare structures. We continue to createjourney opportunities with new or additional services for retail and leisuredevelopments and changes to health and education provision. For example, anumber of services in Scotland East were extended to serve the new FalkirkRoyal Infirmary and in Bristol we re-routed services to serve the new SkillsAcademy. In Norwich we registered a new service to the University of EastAnglia and in Manchester we increased the frequency and marketing of a keyservice between the city and the popular Trafford Centre shopping complex.We are also achieving encouraging growth on key interurban corridors forexample services linking the towns of Oldham and Rochdale with Manchester citycentre through high quality vehicles and dedicated route regulation to optimisepunctuality.We contributed to the launch of the bus industry's Greener Journeys campaignaiming to transfer one billion journeys from cars to buses over the next threeyears. Over the summer we ran a campaign to highlight the cost effectivenessand environmental benefits of travelling by bus compared to driving. Inaddition we continue to focus on local marketing and pricing initiatives toincrease passenger volumes. We also relaunched our Student campaign for thestart of the new academic year, including the launch of dedicated services andbespoke ticketing offers for a number of universities across the UK.

Partnerships

We remain committed to creating and developing constructive partnerships as themost effective way of promoting bus travel. Where we have good workingrelationships with our partners in local authorities we have been able todeliver initiatives that stimulate passenger growth and improve services forcustomers.

Our partnership with Bath and North East Somerset Council as part of the EU Civitas project, facilitated the launch of the first series hybrid bus to be used in daily service in the south west. This new vehicle is currently operating on Park & Ride services in Bath.

As a result of our partnership with Nestrans, the transport partnership betweenAberdeen city and shire, and Aberdeen City Council we launchedwww.realtimebus.com which provides up to the minute information on all Firstbuses in the Aberdeen network.In October Greater Manchester Integrated Transport Authority launched a newCode of Conduct for bus operators, which sets a benchmark for the quality andstandard of bus service provided to passengers in Greater Manchester. The Codeof Conduct is aimed at improving bus services by securing formal agreementswith bus operators across the county in relation to punctuality, reliabilityand vehicle standards.The Blacon area of Chester is now benefiting from one of the first VoluntaryQuality Partnerships in the country. The Partnership, started in Augustinvolving FirstGroup, Arriva and Cheshire West and Chester Council, has alreadybrought improved quality of service for local bus passengers, with newervehicles, service branding, timetable co-ordination and cross-ticketingarrangements between the two operators.In South Yorkshire, in partnership with City of Sheffield Council and DoncasterMetropolitan Borough Council, we trialled pricing initiatives on a number ofroutes in the region. We also launched the Renaissance project in Doncaster tointroduce 34 modern buses into service making the entire fleet low floor andequipped with CCTV.Contracts

Contracted services continue to complement our passenger revenue business.During the period we renewed our contract with Greater Manchester PassengerTransport Executive to operate services providing free travel for customersbetween the two main railway stations in Manchester. We were also awarded newPark & Ride contracts including Chelmsford and Dartmouth as well as extendingour contract in Cardiff. In Glasgow we won the `Preferred Stance' bid with BAAGlasgow airport to begin operating in January 2011. We also renewed our BristolAirport Flyer contract and provided new buses for the service with dedicatedluggage racks and WiFi.

We are encouraged by the improving operating performance of our London business, particularly in the west. During the period we retained a number of contracts and were pleased to be awarded new routes including a sizeable contract which runs between Ilford and Oxford Circus.

UK Rail

Revenue grew to £1,053.1m (2009: £1,004.7m) an increase of 4.8%. We are pleasedwith the continued strong performance which has been driven by good volumegrowth across all of our franchises. Passenger revenue, on a like-for-likebasis, increased by 4.4% during the period despite the reduction in regulatedfares from January 2010.Management actions to reduce the addressable cost base, principally overheadsand other direct costs, supported the strong performance with operating profitbroadly in line with prior year at £48.4m (2009: £49.1m), despite a reductionin net subsidy/premium.We are seeing encouraging growth of First Class ticket sales, particularly withAdvance purchase, and growth across all of our franchises on Anytime, fullyflexible tickets. Building on the success experienced at First ScotRail, welaunched `Club 55', a zonal train offer for those aged over 55, across all ofour franchises during the period.

During the period we completed the sale of GBRf to Eurotunnel for a gross consideration of £31.0m. The disposal is consistent with our strategy to focus on the Group's core businesses in the UK and North America.

Agreement was reached with Network Rail (NR) during the period in settlement of several disputes, the largest of which related to a claim from the previous Great Western Trains (GWT) franchise.

First Capital Connect

We have continued to improve operational performance at First Capital Connectsince the disappointing performance in late 2009 and early 2010 which affectedservices on the Thameslink route. During the period performance on theThameslink route was consistently above our targets. The Public PerformanceMeasure (PPM) on a Moving Annual Average (MAA) basis remains just below 90% andwe continue to work hard to improve punctuality and reliability for ourcustomers.We have made a significant investment in the Customer Information Systemsacross the franchise and the programme will be complete by the end of December2010. We are introducing a £3m modification and renewal package to resolvereliability issues with our twenty year old Thameslink fleet, focusing on thedoor mechanisms to further reduce delays and cancellations. We also continue todeliver against our comprehensive driver recruitment and training programme,which will strengthen our resources.We continue to work with customers and other stakeholders to bring improvementsto services. Following customer feedback and monitoring of passenger numbers welengthened semi-fast First Capital Connect services between Bedford and StPancras International to eight carriages at the busiest times on Saturdays. InSeptember we announced that, following customer and stakeholder consultation,First Capital Connect will be adding additional stops to services on thesouthern part of the Thameslink route at weekends.First Capital Connect is in the final stages of the implementation of capacityimprovements on the Great Northern route which will create around 6,500 extraseats on peak time services. 41 extra carriages are currently undergoing arefresh programme prior to introduction into service in December 2010. As aresult during peak hours, passengers will benefit from an extra 3,800 seatsconnecting Moorgate and an extra 2,750 seats connecting London King's Cross.Further improvements on services to and from London King's Cross will beimplemented progressively until December 2013 whilst the necessaryinfrastructure upgrades are completed.

First Great Western

First Great Western has experienced strong passenger revenue growth,particularly in the west of England and in the London and Thames Valley area.Seven of our routes, principally in Devon and Cornwall, were named in a reportof the top ten branch lines in the UK to see the most significant passengergrowth over the past year. We have introduced a new Friday afternoon reliefservice from Westbury to Exeter St Davids to provide additional capacity forpassenger flows between the south coast and west of England.We are working closely with NR to improve the reliability of infrastructure inthe Thames Valley area which has had a significant impact on performance.Operational performance in the period has been below our target with PPM MAA at91.7%. However, we were pleased to improve our National Passenger Survey scoreto 83% in spring 2010.

The £8m programme to improve our Turbo Class 16x fleet, which operates in London and the Thames Valley, is well underway. The upgrade will include a GPS-linked public address and Customer Information System to improve the accuracy and clarity of journey information for customers as well as improvements to onboard facilities.

In December 2010 we will introduce a new early morning service from LondonPaddington to Exeter and Torbay with connections to Plymouth to strengthenbusiness links between Devon and London. We have been working very closely withlocal stakeholders since the beginning of the franchise to secure this servicefor customers.Over the next five years, NR is investing in major improvement works to ReadingStation, and the railway line that runs through it. Once complete in 2016, thiswork will enable an increased number of trains to operate through the stationand reduce delays for customers travelling through the area. Much of the workcan take place without interrupting customers' journeys and some of it hasstarted already. However, this Christmas NR will be preparing the ground forthe first stage of the improvements, and we will have to make significantchanges to our train services that would normally run through Reading.

First ScotRail

In August First ScotRail's PPM reached a record 95% and a strong operationalperformance over the summer months led to PPM MAA of over 91%, ahead of ourtarget. We are delighted that First ScotRail was named UK Rail Operator of theYear at the National Transport Awards for the second consecutive year. Wecontinue to improve our score in the National Passenger Survey with 90% ofcustomers satisfied with our overall performance in spring 2010.Our Caledonian Sleeper service achieved significant volume growth, particularlyin April and May, as a result of the disruption to air travel caused byvolcanic ash and airline strikes. We continue to boost leisure travel withcampaigns such as our `Kids Go Free' ticket, the first of its kind in the UK,which provides a welcome financial boost for families. Our popular `Club 55'campaign also continues to perform well, with the introduction of the firstever summer promotion in May which ran over the peak holiday months to givecustomers more opportunities to travel and the opportunity to explore Scotlandfor less.We continue to invest in delivering a better service for Scotland's railwaywith the launch of a project to improve the reliability, service quality andoperation of our Class 158 fleet. We are also investing in the Class 320 fleetto enable 90mph running and reliability improvements for the Class 334 fleetwill begin in 2011.The first of our new fleet of Class 380 electric trains will enter service inNovember 2010. The new eco-friendly trains will initially run between GlasgowCentral and Ayrshire, Inverclyde and Renfrewshire, then roll out to includeservices between Edinburgh, North Berwick and Dunbar from March 2011. The £200minvestment by the Scottish Government will offer more seats and improvedcomfort to passengers including accessible toilets, air-conditioning, CCTV,power sockets and enhanced provision for cycles, luggage and wheelchair users.The £300m Glasgow to Edinburgh via Airdrie and Bathgate line opens in December2010 and includes the construction of additional stations and other upgradesfor the new link which is being funded by the Scottish Government. New stationsserving the line are in the final stages of completion, while existingfacilities at others have been relocated and expanded. As part of the project,a new light maintenance depot has been built at Bathgate. It is alreadyoperational, bringing additional traincare and engineering jobs to support theClass 334 trains stabled there. Overall, 130 jobs have been created for the

newroute.First TransPennine ExpressWe were delighted to win the Passenger Operator of the Year title at theNational Rail Awards in September. The award reflects our best ever levels oftrain punctuality and reliability in the last six months, improving our PPM MAAto nearly 92%. The spring 2010 National Passenger Survey saw us achieve apassenger satisfaction rating of 87%, a significant increase of 13% since wecommenced operation of the franchise in 2004.We launched a major marketing campaign to promote our Great Value Fares usingTV, press, radio and online media. The positive reaction led to a significantboost in sales of Advance purchase tickets and we are extending the campaign.Over the summer months we strengthened key services between Manchester andEdinburgh at weekends and introduced a through service between Glasgow andBlackpool for ten weeks. It was the first time since 1992 that trains havelinked Glasgow directly with Blackpool creating an improved service for some ofthe 10 million visitors attracted to the town each year. Both initiatives werevery successful and helped to meet demand for the Edinburgh Festivals as wellas appeal to the market between Glasgow and Blackpool.We are pleased with the continued investment in the franchise including atstations such as Middlesbrough, which benefited from new lifts and CCTV, andHuddersfield, which also received new lifts and a new flight of stairs toimprove access, funded through the Department for Transport's Access for AllScheme.First Hull Trains

Passenger revenue increased during the period as a result of strong volumegrowth driven by our new fares strategy and improved operational performance.Our Joint Performance Improvement Plan with NR is delivering good results andwe welcome NR's decision to upgrade infrastructure in the Hull area. We werepleased to achieve a score of 91% in the spring 2010 National Passenger Survey.We continue to invest in our Class 180 fleet. Our refresh programme is wellunderway and fleet reliability has improved since the transfer of maintenanceto Old Oak Common. We also installed a driver reminder system as part of ourstrategy to reduce fuel consumption and carbon dioxide emissions.

Group outlook

The actions we have taken to mitigate the effects of economic weakness haveensured the Group is in robust shape and well positioned to benefit from futureeconomic recovery. The Board is confident that in each of our markets there issignificant opportunity to develop our businesses by achieving furtherprofitable growth and delivering long term value for shareholders.Tim O'TooleChief Executive2 November 2010Finance Director's reviewOVERVIEWWe are pleased to announce a robust set of half year results despite acontinuing uncertain economic background. During the first half of the year wehave seen some evidence of passenger revenue recovery as well as the expectedlower fuel costs in UK Rail, UK Bus and Greyhound.We retained our strong focus on increasing cash generation and net cash flowwas £77.7m better than the corresponding period last year which was achievedlargely through better working capital management, the sale of GBRf and theelimination of one-off restructuring costs.

RESULTS

Group revenue rose to £3,075.8m (2009: £2,958.2m), an increase of 4.0%including £79.5m of favourable foreign exchange movements. Operating profit was£170.6m (2009: £164.8m), an increase of 3.5%. Operating margins are broadly inline with last half year with improvements in First Transit, Greyhound and UKBus offset by margin erosion in First Student. Statutory profit before tax was£82.0m (2009: £28.6m) with the increase partly due to a £43.7m improvement innon-recurring items and amortisation charges. 6 months to 6 months to Year to 31 March 30 September 2010 30 September 2009 2010 Operating Operating Operating Operating Operating OperatingDivisional Revenue profit1 margin1 Revenue profit1 margin1 Revenue profit1 margin1results £m £m % £m £m % £m £m % First 711.4 28.0 3.9 691.1 38.5 5.6 1,605.9 180.9 11.3Student First 392.7 26.0 6.6 356.0 21.7 6.1 727.8 53.0 7.3Transit

Greyhound 337.6 25.6 7.6 309.4 13.9 4.5 603.3 23.9 4.0

UK Bus 570.5 55.4 9.7 585.6 50.8 8.7 1,170.6 124.6 10.6

UK Rail 1,053.1 48.4 4.6 1,004.7 49.1 4.9 2,131.0 88.3 4.1

Group2 10.5 (12.8) - 11.4 (9.2) - 23.3 (21.1) -

Total Group 3,075.8 170.6 5.5 2,958.2 164.8 5.6 6,261.9 449.6 7.2

1 Adjusted.

2 Tram operations, German Bus, central management and other items.

First Student revenue was $1,074.6m or £711.4m (2009: $1,084.4m or £691.1m), areduction of 0.9% in US Dollars and an increase of 2.9% in Sterling terms.Operating profit was $40.0m or £28.0m (2009: $55.5m or £38.5m). Lower marginshave resulted in part from the general pricing environment due to pressures onschool board budgets and as a result of reduced revenue from school and outsidecharter activities. Lower fuel costs and a number of additional cost savingmeasures partly mitigated the impact of these factors.First Transit revenue was $596.5m or £392.7m (2009: $565.5m or £356.0m), anincrease of 5.5% and 10.3% in US Dollar and Sterling terms respectively.Operating profit was $39.6m or £26.0m (2009: $33.6m or £21.7m). The revenueimprovement was principally in Canada, in particular our Fort McMurraycontract, and additional volumes in existing paratransit markets. The US Dollarmargin has improved to 6.6% (2009: 5.9%) as a result of lower fuel costs and ahigher level of shuttle bus and other light transit activities.Greyhound revenue was $513.0m or £337.6m (2009: $493.5m or £309.4m) andoperating profit was $39.2m or £25.6m (2009: $23.5m or £13.9m). Passengerrevenues were up 1.9% on last year at constant exchange rates. The business hadan excellent performance on costs with reduced variable wheel costs, includinga reduction in fuels costs, and further management actions.UK Bus revenue was £570.5m (2009: £585.6m), a reduction of 2.6%. Operatingprofit was £55.4m (2009: £50.8m), an increase of 9.1% principally due to lowerfuel costs. Like-for-like passenger revenues grew by 1.3%. We have continued totake advantage of the flexible operating model in UK Bus which we can adjust tomatch supply with demand and during the period we reduced mileage year on yearby approximately 6%.UK Rail revenue was £1,053.1m (2009: £1,004.7m), an increase of 4.8%. Operatingprofit was £48.4m (2009: £49.1m), a decrease of 1.4%, impacted by net franchisesubsidies/premiums being £51.6m lower than the corresponding period last year.Like-for-like passenger revenue growth across all TOCs was 4.4%. We are stillreceiving revenue support at the highest level of 80% for both First GreatWestern and First Capital Connect. The reduction in the franchise subsidy/premium position was largely offset by increased revenue support, lower fuelcosts and further management cost savings. During the period we disposed of thenon-core GBRf business for gross proceeds of £31.0m and settled severaldisputes with NR for a total receipt of £30.0m, the largest of which related tothe previous GWT franchise. We anticipate that second half passenger revenueswill grow further benefiting from the expected regulated fares increases of5.8% from January 2011.Net Group costs were £12.8m (2009: £9.2m) with the increase mainly due to ahigher share-based payment charge as last half year's charge was lower due tothe true-up of certain executive options where the required performanceconditions were not expected to be met.Non-recurring items and amortisation 6 months to 6 months to Year tocharges 30 30 31 March September September 2010 2010 2009 £m £m £m UK Rail claim 22.5 - -

North American and Greyhound integration - (7.0) (15.5)costs North American and Greyhound - (5.8) (15.9)restructuring costs UK Bus restructuring costs - (3.6) (6.8) UK Rail restructuring costs - (0.1) (2.5) Fuel hedge ineffectiveness - (4.8) (4.8) Competition Commission costs - - (3.8)

Other non-recurring items (0.2) (3.8) (0.3) Total non-recurring items 22.3 (25.1) (49.6) Amortisation charges (17.7) (17.1) (34.7)

Loss on disposal of properties (1.5) (1.2) (1.1) Operating profit credit/(charge) 3.1 (43.4) (85.4) Hedge ineffectiveness on financial 1.2 4.0 1.0derivatives Profit before tax credit/(charge) 4.3 (39.4) (84.4) Tax 0.3 13.6 26.6 Profit on disposal of discontinued 6.7 - -

operations Profit for the period 11.3 (25.8) (57.8)UK Rail claimAgreement was reached with NR during the period in settlement of severaldisputes, the largest of which related to a long running claim from theprevious GWT franchise. The Group recognised £22.5m net in relation to thismatter as compensation as a result of certain changes to the previously agreedrail network.Other non-recurring items

There were no other significant non-recurring items during the period as the North American and Group restructuring programmes were all completed last year.

Amortisation charges

Amortisation charges were £17.7m (2009: £17.1m) with the increase due to foreign exchange movements.

Property

Losses on disposals of £1.5m (2009: £1.2m) were incurred during the period and relate to minor property disposals in the UK.

Hedge ineffectiveness on financial derivatives

Due to the ineffective element of fair value movements on cross-currency swapsthere was a £1.2m credit (2009: £4.0m credit) to the income statement duringthe period.

Finance costs and investment income

Net finance costs, before non-recurring items, were £92.9m (2009: £96.8m) with the reduction principally due to lower interest rates partly offset by the higher interest cost of the September 2009 bond and foreign exchange on US Dollar denominated interest costs.

Profit before tax

Adjusted profit before tax was £77.7m (2009: £68.0m) due principally to higheroperating profit and lower net finance costs. An overall credit of £4.3m (2009:charge of £39.4m) for non-recurring items and amortisation charges resulted instatutory profit before tax of £82.0m (2009: £28.6m).

Tax

The tax charge for the peirod, on adjusted profit before tax, was £19.4m (2009:£16.5m) and is based on the estimated effective rate for the full year of 25.0%(2009: 24.4%). The credit of £4.3m (2009: charge of £39.4m) for non-recurringitems and amortisation charges generated a tax credit of £0.3m (2009: £13.6m)that reduced the total tax charge on continuing operations to £19.1m (2009: £2.9m).The actual tax paid during the period was £9.8m (2009: £1.3m) with the increasedue to higher US state taxes in the current year and the timing of UK taxpayments last year. North American cash tax remains low due to tax lossesbrought forward and tax depreciation in excess of book depreciation. We believethis will remain low for the medium term. The UK cash cost of tax was low dueto pension payments exceeding pension charges and tax relief on interestpayments, but is likely to increase in the year to 31 March 2012.

Discontinued operations

A profit on disposal of £6.7m arose on the sale of GBRf representing the grossproceeds of £31.0m less the carrying value of net assets, including goodwill,and transaction costs. This, as well as the operating profit after tax to thedate of disposal of £0.2m (2009: £1.2m), has been classified withindiscontinued operations in the income statement.

Dividends

The interim dividend per ordinary share of 7.12 pence (2009: 6.65 pence)represents an increase of 7.1%. The interim dividend will be paid on 2 February2011 to shareholders on the register of members at the close of business on

7January 2011.EPS

The adjusted basic EPS from continuing operations was 10.5 pence (2009: 9.0 pence), an increase of 16.7%. Basic EPS from continuing operations was 11.4 pence (2009: 3.6 pence), an increase of over 200% due to the improvement in non-recurring items.

EBITDA

EBITDA by division is set out below:

6 months to 6 months to Year to 31 March 2010 30 September 2010 30 September 2009 Revenue EBITDA1 EBITDA1 Revenue EBITDA1 EBITDA1 Revenue EBITDA1 EBITDA1 £m £m % £m £m % £m £m % First 711.4 105.3 14.8 691.1 109.2 15.8 1,605.9 324.3 20.2Student First 392.7 30.8 7.8 356.0 26.2 7.4 727.8 62.1 8.5Transit Greyhound 337.6 40.3 11.9 309.4 28.3 9.1 603.3 52.6 8.7 UK Bus 570.5 91.5 16.0 585.6 88.5 15.1 1,170.6 200.2 17.1 UK Rail 1,053.1 74.9 7.1 1,004.7 72.2 7.2 2,131.0 141.9 6.7 Group 10.5 (11.0) - 11.4 (7.3) - 23.3 (17.2) - Total Group 3,075.8 331.8 10.8 2,958.2 317.1 10.7 6,261.9 763.9 12.2

1Adjusted operating profit plus depreciation.

Cash flow

Net cash outflow for the half year was £15.7m (2009: £93.4m), an improvement of£77.7m as detailed below: 6 months to 6 months to Year to 30 30 31 March September September 2010 2010 2009 £m £m £m

Operational cash flows before working 358.6 297.4 726.3

capital Working capital (16.4) (105.0) (45.4) Movement in provisions (30.2) (10.7) (34.1)

Pension payments in excess of income (14.8) (17.3) (42.1)statement charge Cash generated by operations 297.2 164.4 604.7

Capex and acquisitions (147.2) (103.6) (202.0) Interest and tax (117.9) (88.5) (150.8) Dividends (72.1) (65.7) (112.2)

Proceeds from sale of business 24.3 - 0.4

Other - - (3.8) Net cash flow (15.7) (93.4) 136.3 Foreign exchange movements 109.7 225.1 90.3

Other non-cash movements in relation to (3.3) (2.0) (4.6) financial instruments

Movement in net debt in period 90.7 129.7 222.0

The improvement in net cash flow was primarily due to:

* Operating cash flows before working capital increasing by £61.2m, including

the benefit of the NR settlement of £22.5m and reduction in other

non-recurring costs.

* Working capital outflow being £88.6m lower due to better collections of

receivables and extended payment terms with suppliers.

* Net proceeds of the GBRf disposal of £24.3m.

partly offset by:

* Higher settlements of provisions of £19.5m, principally as a result of accelerating the payment of insurance claims. * Higher capital expenditure of £43.6m due to additional investment principally in First Student and UK Bus. * Higher tax, interest and dividend payments of £35.8m.

Net debt

The Group's net debt at 30 September 2010 was £2,190.8m (2009: £2,373.8m; full year 2010: £2,281.5m) and was comprised as follows:

30 September 30 31 March September 2010 2010 2009 Fixed Variable Total Total Total Analysis of net debt £m £m £m £m £m Sterling bond (2013)1 298.0 - 298.0 297.4 297.5 Sterling bond (2018)2 330.3 - 330.3 327.4 350.7 Sterling bond (2019)2 - 277.1 277.1 274.8 294.2 Sterling bond (2021)3 332.9 - 332.9 331.7 341.3 Sterling bond (2024)1 199.0 - 199.0 198.9 198.9 Sterling bank loans - - - 33.0 10.5 US Dollar bank loans - 698.7 698.7 806.5 699.0

Canadian Dollar bank loans - 130.8 130.8 133.8 156.3 Euro and other bank loans - 29.6 29.6 47.0 30.2 HP contracts and finance 121.5 97.9 219.4 238.7 227.4leases Loan notes 8.7 1.0 9.7 10.5 10.5 Cash - (99.5) (99.5) (126.7) (76.0)

UK Rail ring-fenced cash and - (219.3) (219.3) (175.8) (234.2) deposits

Other ring-fenced cash and - (15.9) (15.9) (23.4) (24.8)deposits Interest rate swaps 947.8 (947.8) - - - Total 2,238.2 (47.4) 2,190.8 2,373.8 2,281.5

1 excludes accrued interest

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

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

Average debt maturity at the end of the period was 5.6 years (full year 2010:6.3 years). Headroom under committed bank revolver facilities at 30 September2010 was £934m (2009: £826m).

We continue to reduce leverage. At 30 September 2010 the ratio of net debt to EBITDA, calculated on a rolling 12 monthly basis, was 2.8 times (2009: 3.0 times) and we remain on track to achieve our target of 2.5 times by March 2011.

Shares in issue

As at the period end there were 480.4m (2009: 479.9m) shares in issue,excluding treasury shares and shares held in trust for employees. The number oftreasury shares and shares held in the Employee Benefit Trust (EBT) was 1.7m(2009: 2.2m). The weighted average number of shares in issue for the purpose ofEPS calculations (excluding treasury shares and shares held in trust foremployees) was 480.3m (2009: 480.9m).

Balance sheet

Net assets have decreased by £98.4m since the start of the period. Theprincipal reasons for this are actuarial losses on defined benefit pensionschemes, net of deferred tax, of £99.7m, adverse foreign exchange movements of£135.8m and dividends paid of £67.2m partly offset by the expected favourableimpact of RPI to CPI changes on pension liabilities of £70.2m, the profit forthe period of £69.8m and favourable movements on derivative hedginginstruments, net of deferred tax, of £64.6m.

Foreign exchange

The most significant exchange rates to Sterling for the Group are as follows: 6 months to 6 months to Year to 30 September 2010 30 September 2009 31 March 2010 Closing Effective Closing Effective Closing Effective rate rate rate rate rate rate US Dollar 1.58 1.50 1.60 1.53 1.49 1.57 Canadian Dollar 1.62 1.44 1.77 1.88 1.53 1.60Fuel hedging

For the current year 90% of both UK (2.5m barrels) and North American (1.7m barrels) "at risk" volumes are hedged at $76 and $89 per barrel respectively.

For 2011/12 "at risk" volumes, the UK is 64% hedged at $84 per barrel and North America is 55% hedged at $95 per barrel.

Pensions

The Group has updated its pension assumptions as at 30 September 2010 for thedefined benefit schemes in the UK and North America. In addition during theperiod the Government announced its intention to change the measure that ituses for cost of living increases to public sector pensions and to change thebasis for the statutory revaluation and indexation of occupational pensionschemes in the private sector. Increases to pensions in payment and deferredpensions in the Local Government Pension Schemes and the Railways PensionScheme are expected to be linked to the rise in the consumer price index (CPI)in future rather than the rise in the retail price index (RPI), as arerevaluations to deferred pensions in the UK Bus Occupational Scheme.The net pension deficit of £331m at the beginning of the period has nowincreased to £350m at the end of the period principally due to the reduction inthe discount rate used to 5.05% (full year 2010: 5.6%), partly offset by alower inflation rate of 3.0% (full year 2010: 3.4%) and the expected change toCPI instead of RPI which has had the impact of reducing pension liabilities at30 September 2010 by £70.2m.

The main factors that influence the balance sheet position for pensions and the sensitivities to their movement are set out below:

Movement Impact Discount rate +0.1% Reduce deficit by £33m Inflation +0.1% Increase deficit by £24mSeasonalityThe 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.

PRINCIPAL RISKS AND UNCERTAINTIES FOR THE REMAINING SIX MONTHS OF THE FINANCIAL YEAR

There are a number of risks and uncertainties facing the Group in the remainingsix months of the financial year. These are considered to be the same asdisclosed in the 2010 Annual Report. The principal risks and uncertainties,which are set out in detail on pages 34 to 36 of the Annual Report and Accounts2010, are: * Economy in the UK and North America * Pension assets and liabilities valuations * Customer service and associated contract retention * Competitive pressures * Legislation and regulation * Labour costs and employee relations * Unhedged fuel costs * Treasury risks and insurance costs * Terrorism * Rail franchise agreements * Retention of key management * Environmental RESPONSIBILITY STATEMENT

We confirm that to the best of our knowledge:

* the condensed set of financial statements has been prepared in accordance

with IAS 34 "Interim Financial Reporting";

* the interim management report includes a fair review of the information

required by DTR 4.2.7R (indication of important events during the first six

months and description of principal risks and uncertainties for the remaining six months of the year); and * the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein). Jeff CarrFinance Director2 November 2010

Condensed consolidated income statement

For the 6 months to 30 September based on unaudited figures

Year to 31 6 months to 30 6 Months to 30 March September 2010 September 2009 2010 Adjusted Adjusted Total Total results1 Adjustments2 Total results1,3 Adjustments2 restated3 restated3 Notes £m £m £m £m £m £m £m Continuing operations Revenue 2,3 3,075.8 - 3,075.8 2,958.2 - 2,958.2 6,261.9 Operating (2,905.2) 4.6 (2,900.6) (2,793.4) (42.2) (2,835.6) (5,896.6)costs before loss on disposal of properties Operating 170.6 4.6 175.2 164.8 (42.2) 122.6 365.3profit before loss on disposal of properties Amortisation - (17.7) (17.7) - (17.1) (17.1) (34.7)charges Non-recurring - 22.3 22.3 - (25.1) (25.1) (49.6)items - 4.6 4.6 - (42.2) (42.2) (84.3) Loss on - (1.5) (1.5) - (1.2) (1.2) (1.1)disposal of properties Operating 3 170.6 3.1 173.7 164.8 (43.4) 121.4 364.2profit Investment 4 0.7 - 0.7 1.0 - 1.0 1.8income Finance costs 4 (93.6) 1.2 (92.4) (97.8) 4.0 (93.8) (190.7) Profit before 77.7 4.3 82.0 68.0 (39.4) 28.6 175.3tax Tax 5 (19.4) 0.3 (19.1) (16.5) 13.6 (2.9) (31.2) Profit for 58.3 4.6 62.9 51.5 (25.8) 25.7 144.1the period from continuing operations Discontinued operations Profit for 6 0.2 6.7 6.9 1.2 - 1.2 3.0the period from discontinued operations Profit for 58.5 11.3 69.8 52.7 (25.8) 26.9 147.1the period Attributable to: Equity 50.4 11.4 61.8 44.5 (25.7) 18.8 132.1holders of the parent Minority 8.1 (0.1) 8.0 8.2 (0.1) 8.1 15.0interest 58.5 11.3 69.8 52.7 (25.8) 26.9 147.1 Earnings per share Continuing operations Basic 8 10.5p 0.9p 11.4p 9.0p (5.4)p 3.6p 26.9p Diluted 10.4p 0.9p 11.3p 9.0p (5.4)p 3.6p 26.7p Continuing and discontinued operations Basic 8 10.5p 2.4p 12.9p 9.3p (5.4)p 3.9p 27.5p Diluted 10.4p 2.3p 12.7p 9.2p (5.3)p 3.9p 27.3p

1Adjusted trading results before items noted in 2 below.

2Amortisation charges, hedge ineffectiveness on financial derivatives, non-recurring items, loss on disposal of properties and profit on disposal of discontinued operations and tax thereon.

3 Restated as explained in note 1.

Condensed consolidated statement of comprehensive income

Unaudited Audited Unaudited 6 months year to to 6 months 30 31 March to September 30 2009 2010 September 2010 restated1 restated1 £m £m £m Profit for the period 69.8 26.9 147.1 Other comprehensive income

Derivative hedging instrument movements 74.7 263.1 339.2 Deferred tax on derivative hedging (10.1) (57.7) (100.4)instrument movements

Exchange differences on translation of (135.8) (137.5) (13.9) foreign operations

Unrealised losses on executive deferred (0.3) (0.4) (0.5) compensation plans

Actuarial losses on defined benefit (116.3) (212.5) (212.0) pension schemes

RPI to CPI change in defined benefit 70.2 - -pension arrangements Deferred tax on actuarial losses on 16.6 58.8 56.7defined benefit pension schemes Other comprehensive income for the period (101.0) (86.2) 69.1 Total comprehensive income for the period (31.2) (59.3) 216.2

Attributable to: Equity holders of the parent (38.6) (67.0) 200.9 Minority interests 7.4 7.7 15.3 (31.2) (59.3) 216.2

1 Restated for foreign exchange movements on foreign currency denominated defined benefit pension schemes as explained in note 1.

Condensed consolidated balance sheet

Unaudited Audited Unaudited 30 31 March September 30 2009 2010 September 2010 restated1 restated1 Notes £m £m £m Non-current assets Goodwill 9 1,623.8 1,662.6 1,754.9 Other intangible assets 10 375.7 403.6 415.9 Property, plant and equipment 11 2,154.8 2,280.0 2,284.1 Deferred tax assets 31.6 43.1 30.4 Retirement benefit assets 20 11.6 3.8 3.1 Derivative financial instruments 15 57.1 51.0 33.0 Investments 4.6 4.6 4.8 4,259.2 4,448.7 4,526.2 Current assets Inventories 91.4 98.1 92.7 Trade and other receivables 12 576.2 592.5 602.5 Cash and cash equivalents 334.7 325.9 335.0 Assets held for sale 13 2.4 4.3 3.9 Derivative financial instruments 15 26.9 16.6 32.1 1,031.6 1,037.4 1,066.2 Total assets 5,290.8 5,486.1 5,592.4 Current liabilities Trade and other payables 14 1,041.7 1,084.1 1,120.0 Tax liabilities 51.5 45.3 36.1 Financial liabilities - bank 181.6 1.6 -overdrafts and loans - bonds 35.6 36.3 73.3 - obligations under HP contracts 38.4 38.6 34.6 and finance leases - loan notes - - 0.8 Derivative financial instruments 15 82.9 183.9 85.2 1,431.7 1,389.8 1,350.0 Net current liabilities 400.1 352.4 283.8 Non-current liabilities Financial liabilities - bank loans 677.6 1,018.7 896.0 - bonds 1,430.8 1,411.4 1,414.1 - obligations under HP contracts 181.0 200.1 192.8 and finance leases - loan notes 9.7 10.5 9.7

Derivative financial instruments 15 59.2 124.8 121.1

Retirement benefit liabilities 20 361.2 348.8 333.9 Deferred tax liabilities 63.6 6.7 63.9 Provisions 16 263.9 296.4 300.4 3,047.0 3,417.4 3,331.9 Total liabilities 4,478.7 4,807.2 4,681.9 Net assets 812.1 678.9 910.5 Equity Share capital 18 24.1 24.1 24.1 Share premium 676.4 676.4 676.4 Hedging reserve (49.4) (147.4) (114.0) Other reserves 4.6 4.6 4.6 Own shares (6.1) (8.0) (6.5) Translation reserve 164.8 177.1 300.0 Retained earnings (20.5) (70.5) 10.2 Equity attributable to equity 793.9 656.3 894.8holders of the parent Minority interests 18.2 22.6 15.7 Total equity 812.1 678.9 910.5

1 Restated for foreign exchange movements on foreign currency denominated defined benefit pension schemes as explained in note 1.

Condensed consolidated statement of changes in equity

Share Share Hedging Other Own Translation Retained

Minority Total

capital premium reserve reserves shares reserve earnings Total interests equity £m £m £m £m £m £m £m £m £m £m Balance at 1 24.1 676.4 (114.0) 4.6 (6.5) 300.0 10.2 894.8 15.7 910.5April 2010 Total - - 64.6 - - (135.2) 32.0 (38.6) 7.4 (31.2)comprehensive income for the period Dividends - - - - - - (67.2) (67.2) (4.9) (72.1)paid Movement in - - - - 0.4 - (0.5) (0.1) - (0.1)EBT and treasury shares Share-based - - - - - - 3.9 3.9 - 3.9payments Deferred tax - - - - - - 1.1 1.1 - 1.1on share-based payments Balance at 30 24.1 676.4 (49.4) 4.6 (6.1) 164.8 (20.5) 793.9 18.2 812.1September 2010 Balance at 1 24.1 676.4 (352.8) 4.6 (3.4) 337.4 98.5 784.8 19.5 804.3April 2009 as previously reported Prior year - - - - - (23.2) 23.2 - - -adjustment Balance at 1 24.1 676.4 (352.8) 4.6 (3.4) 314.2 121.7 784.8 19.5 804.3April 2009 as restated Total - - 205.4 - - (137.1) (135.3) (67.0) 7.7 (59.3)comprehensive income for the period Dividends - - - - - - (61.1) (61.1) (4.6) (65.7)paid Movement in - - - - (4.6) - - (4.6) - (4.6)EBT and treasury shares Share-based - - - - - - 2.7 2.7 - 2.7payments Deferred tax - - - - - - 1.5 1.5 - 1.5on share-based payments Balance at 30 24.1 676.4 (147.4) 4.6 (8.0) 177.1 (70.5) 656.3 22.6 678.9September 2009 as restated Balance at 1 24.1 676.4 (352.8) 4.6 (3.4) 337.4 98.5 784.8 19.5 804.3April 2009 as previously reported Prior year - - - - - (23.2) 23.2 - - -adjustment Balance at 1 24.1 676.4 (352.8) 4.6 (3.4) 314.2 121.7 784.8 19.5 804.3April 2009 as restated Total - - 238.8 - - (14.2) (23.7) 200.9 15.3 216.2comprehensive income for the period Dividends - - - - - - (93.1) (93.1) (19.1) (112.2)paid Movement in - - - - (3.1) - (0.6) (3.7) - (3.7)EBT and treasury shares Share-based - - - - - - 5.5 5.5 - 5.5payments Deferred tax - - - - - - 0.4 0.4 - 0.4on share-based payments Balance at 31 24.1 676.4 (114.0) 4.6 (6.5) 300.0 10.2 894.8 15.7 910.5March 2010 as restated

Condensed consolidated cash flow statement

Unaudited Unaudited Audited 6 months 6 months to year to to 30 30 31 March September September 2010 2009 2010 Note £m £m £m

Net cash from operating activities 19 178.4 74.9 452.3

Investing activities Interest received 0.9 1.0 1.6 Proceeds from disposal of 13.4 21.5 35.6property, plant and equipment

Purchases of property, plant and (142.1) (93.1) (205.6)equipment Disposal of subsidiary 24.3 - 0.4 Acquisition of businesses - - (0.1) Net cash used in investing (103.5) (70.6) (168.1)

activities Financing activities Shares purchased by EBT - (1.4) (6.1)

Monies received on exercise of - 1.4 2.4share options Dividends paid (67.2) (61.1) (93.1) Dividends paid to minority (4.9) (4.6) (19.1)shareholders Proceeds from bond issues - 550.0 550.0 Proceeds from existing bank 105.4 46.0 40.5facilities Repayment of bank debt (86.7) (509.4) (707.4) Repayments under HP contracts and (19.5) (11.3) (30.0)finance leases Repayment of loan notes (0.8) - - Fees for bank facility amendments (0.2) (4.5) (5.0)

and bond issues Net cash flow from financing (73.9) 5.1 (267.8)activities Net increase in cash and cash 1.0 9.4 16.4equivalents before foreign exchange movements Cash and cash equivalents at 335.0 322.5 322.5beginning of period Foreign exchange movements (1.3) (6.0) (3.9)

Cash and cash equivalents at end 334.7 325.9 335.0of period per condensed consolidated balance sheet

Cash and cash equivalents are included within current assets on the condensed consolidated balance sheet.

Note to the condensed consolidated cash 6 months to 6 months to Year to flow

statement - reconciliation of net cash 30 30 31 March

flow to movement September September in net debt 2010 2009 2010 £m £m £m

Net increase in cash and cash 1.0 9.4 16.4equivalents in period

Decrease/(increase) in debt and finance 1.6 (75.3) 146.9 leases

Inception of new HP contracts and (18.5) (32.0) (32.0)finance leases Fees capitalised against bank 0.2 4.5 5.0facilities and bond issues Net cash flow (15.7) (93.4) 136.3 Foreign exchange movements 109.7 225.1 90.3

Other non-cash movements in relation to (3.3) (2.0) (4.6) financial instruments

Movement in net debt in period 90.7 129.7 222.0 Net debt at beginning of period (2,281.5) (2,503.5) (2,503.5) Net debt at end of period (2,190.8) (2,373.8) (2,281.5)

Net debt includes the value of derivatives in connection with the bonds maturing in 2018 and 2019 and excludes all accrued interest. These bonds are included in non-current liabilities in the condensed consolidated balance sheet.

Notes to the half-yearly financial report

1 BASIS OF PREPARATION

This half-yearly financial report does not constitute statutory accounts asdefined in section 434 of the Companies Act 2006. The statutory accounts forthe year ended 31 March 2010 have been delivered to the Registrar of Companies.The auditors reported on those accounts; their report was unqualified, did notdraw attention to any matters by way of emphasis and did not contain astatement under section 498(2) or (3) of the Companies Act 2006.The figures for the six months to 30 September 2010 include the results of therail division for the period ended 18 September 2010 and the results for theother divisions for the 26 weeks ended 25 September 2010.

The comparative figures for both revenue and operating costs before loss on disposal of properties for the six months to 30 September 2009 are £81.1m higher than previously reported. This is to bring the treatment of franchise payments at FGW and revenue support receipts at FCC into line with the full year accounts for 2010.

The income statement amounts for the six months to 30 September 2009 and theyear to 31 March 2010 have been restated to show the results of GBRf, which wassold during the period, within discontinued operations. The results ofdiscontinued operations are set out in note 6.Amounts presented in the condensed consolidated statement of comprehensiveincome, condensed consolidated balance sheet and condensed statement of changesin equity for the six months to 30 September 2009 and the year to 31 March 2010have been restated to correctly reclassify foreign exchange movements onforeign currency denominated defined benefit pension schemes from retainedearnings to the translation reserve.The impact was as follows: Condensed consolidated Condensed statement of consolidated balance sheet comprehensive income 6 months to Year to 30 31 30 September 31 March September March 2009 2010 2009 2010 £m £m £m £m

Retained earnings/actuarial losses on defined benefit schemes

As previously reported (82.4) (8.4) (193.6) (204.3) Prior year adjustment 23.2 23.2 - - Movement for the financial (11.3) (4.6) (18.9) (7.7)period As restated (70.5) 10.2 (212.5) (212.0)Translation reserve/exchange differences on translation of foreign operationsAs previously reported 189.0 318.6 (148.8) (18.5) Prior year adjustment (23.2) (23.2) - - Movement for the financial 11.3 4.6 11.3 4.6period As restated 177.1 300.0 (137.5) (13.9)

Deferred tax on actuarial losses on defined benefit pension schemes

As previously reported 51.2 53.6 Movement for the financial 7.6 3.1period As restated 58.8 56.7

There was no impact on net assets at any of the balance sheet dates from this restatement.

The accounting policies used in this half-yearly financial report are consistent with International Financial Reporting Standards. The same accounting policies, presentation and methods of computation are followed in this condensed set of financial statements as applied in the Group's latest annual audited financial statements, except for as described below.

1 BASIS OF PREPARATION continued

The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

These results are unaudited but have been reviewed by the auditors. Thecomparative figures for the six months to 30 September 2009 are unaudited andare derived from the half-yearly financial report for that period, which wasalso reviewed by the auditors.There continue to be no significant debt repayments, other than finance leases,due until 2012. After taking this into account and making enquiries andreviewing the outlook for 2011/12 and medium term plans, the directors have areasonable expectation that the Group has adequate resources to continue inoperational existence for the foreseeable future. Accordingly they continue toadopt the going concern basis in preparing this half-yearly financial report.

This half-yearly financial report will be sent to all shareholders later in November 2010 and will be available to the public at the Registered Office of the Company, 395 King Street, Aberdeen AB24 5RP.

This half-yearly financial report was approved by the Board on 2 November 2010. 6 months to 6 months to Year to 30 30 31 March September September 2010 2009 2010 2 REVENUE £m £m £m Continuing operations Services rendered 2,805.6 2,710.0 5,724.1 UK Rail franchise subsidy receipts 176.8 171.7 365.0 UK Rail revenue support 93.4 76.5 172.8 3,075.8 2,958.2 261.9 Finance income 0.7 1.0 1.8 Total revenue from continuing 3,076.5 2,959.2 6,263.7operations as defined by IAS 18 Discontinued operations Services rendered 9.5 24.4 54.6 UK Rail franchise subsidy receipts 0.4 1.1 2.8 Total revenue from discontinued 9.9 25.5 57.4operations as defined by IAS 18

Total revenue as defined by IAS 18 3,086.4 2,984.7 6,321.1

3 SEGMENT INFORMATION

During the period organisational changes were made in North America, as aresult of which First Student and First Transit now report directly to theChief Executive. To reflect this, the previously reported North America segmenthas been split into First Student and First Transit. The prior year numbers inthe disclosure below have been restated on this basis for comparison.

The Group is therefore now organised into five operating divisions - First Student, First Transit, Greyhound, UK Bus and UK Rail. These divisions are managed separately in line with the differing services that they provide and the geographical markets which they operate in. The principal activities of these divisions are set out in the Chief Executive's operating review.

3 SEGMENT INFORMATION continued

The segment results for the six months to 30 September 2010 are as follows:

First First Group Student Transit Greyhound UK Bus UK Rail items Total £m £m £m £m £m £m £m Revenue 711.4 392.7 337.6 570.5 1,063.0 10.5 3,085.7 Discontinued - - - - (9.9) - (9.9)operations Revenue continuing 711.4 392.7 337.6 570.5 1,053.1 10.5 3,075.8operations EBITDA1 105.3 30.8 40.3 91.5 74.9 (11.0) 331.8 Depreciation (77.3) (4.8) (14.7) (36.1) (26.5) (1.8) (161.2) Segment results1 28.0 26.0 25.6 55.4 48.4 (12.8) 170.6 Amortisation (10.4) (2.5) (1.6) - (3.2) - (17.7)charges Non-recurring items - - - - 22.5 (0.2) 22.3 Loss on disposal of - - - (1.5) - - (1.5)properties Operating profit 17.6 23.5 24.0 53.9 67.7 (13.0) 173.7 Investment income 0.7 Finance costs (93.6) Hedge 1.2ineffectiveness on financial derivatives Profit before tax 82.0 Tax (19.1) Profit for the 62.9period from continuing operations Discontinued 6.9operations Profit after tax 69.8and discontinued operations 1Adjusted.

The segment results for the six months to 30 September 2009 are as follows:

First First Group Student Transit Greyhound UK Bus UK Rail items Total £m £m £m £m £m £m £m Revenue 691.1 356.0 309.4 585.6 1,030.2 11.4 2,983.7 Discontinued - - - - (25.5) - (25.5)operations Revenue continuing 691.1 356.0 309.4 585.6 1,004.7 11.4 2,958.2operations EBITDA1 109.2 26.2 28.3 88.5 72.2 (7.3) 317.1 Depreciation (70.7) (4.5) (14.4) (37.7) (23.1) (1.9) (152.3) Segment results1 38.5 21.7 13.9 50.8 49.1 (9.2) 164.8 Amortisation (9.8) (2.5) (1.5) - (3.3) - (17.1)charges Non-recurring items (13.2) (0.8) (7.0) (3.6) (0.1) (0.4) (25.1) (Loss)/profit on - - 0.1 (1.3) - - (1.2)disposal of properties Operating profit 15.5 18.4 5.5 45.9 45.7 (9.6) 121.4 Investment income 1.0 Finance costs (97.8) Hedge 4.0ineffectiveness on financial derivatives Profit before tax 28.6 Tax (2.9) Profit for the 25.7period from continuing operations Discontinued 1.2operations Profit after tax 26.9and discontinued operations 1Adjusted.

3 SEGMENT INFORMATION continued

The segment results for the year to 31 March 2010 are as follows:

First First Group Student Transit Greyhound UK Bus UK Rail items Total £m £m £m £m £m £m £m Revenue 1,605.9 727.8 603.3 1,170.6 2,188.4 23.3 6,319.3 Discontinued - - - - (57.4) - (57.4)operations Revenue continuing 1,605.9 727.8 603.3 1,170.6 2,131.0 23.3 6,261.9operations EBITDA1 324.3 62.1 52.6 200.2 141.9 (17.2) 763.9 Depreciation (143.4) (9.1) (28.7) (75.6) (53.6) (3.9) (314.3) Segment results1 180.9 53.0 23.9 124.6 88.3 (21.1) 449.6 Amortisation (19.6) (5.0) (3.0) - (7.1) - (34.7)charges Non-recurring (26.8) (1.3) (8.1) (6.8) (2.5) (4.1) (49.6)items (Loss)/profit on - - 0.2 (1.3) - - (1.1)disposal of properties Operating profit 134.5 46.7 13.0 116.5 78.7 (25.2) 364.2 Investment income 1.8 Finance costs (191.7) Hedge 1.0ineffectiveness on financial derivatives Profit before tax 175.3 Tax (31.2) Profit for the 144.1period from continuing operations Discontinued 3.0operations Profit after tax 147.1and discontinued operations 1Adjusted. 30 September 30 September 31 March 2010 2009 2010 Total assets £m £m £m United Kingdom 4,849.9 5,010.7 5,100.3 United States of America 3,046.5 3,440.2 3,364.2 Canada 518.7 483.4 560.6 Eliminations (3,155.9) (3,491.3) (3,463.1) Unallocated corporate items 31.6 43.1 30.4 5,290.8 5,486.1 5,592.4 6 months to 6 months to Year to 30 September 30 September 31 March 2010 2009 2010

4 INVESTMENT INCOME AND FINANCE £m £m £m

COSTS Continuing operations Investment income Bank interest receivable (0.7) (1.0) (1.8) Finance costs Bonds 46.2 39.6 85.2 Bank borrowings 33.8 44.7 80.3 Loan notes 0.5 0.5 1.1 Finance charges payable in respect 3.3 4.2 7.6of HP contracts and finance leases Notional interest on long term 9.8 8.8 17.5provisions Finance costs before non-recurring 93.6 97.8 191.7items Hedge ineffectiveness on financial (1.2) (4.0) (1.0)derivatives 92.4 93.8 190.7 Net finance costs 91.7 92.8 188.9 6 months to 6 months to Year to 30 September 30 September 31 March 2010 2009 2010 5 TAX £m £m £m Corporation tax 14.8 1.7 4.1 Deferred tax 4.3 1.2 27.1 Tax on profit from continuing 19.1 2.9 31.2operations Corporation tax - discontinued 0.1 0.5 1.3operations Total tax charge 19.2 3.4 32.5

The tax effect of the adjustments disclosed in the income statement was a credit of £0.3m (2009: credit of £13.6m; full year 2010: credit of £26.6m).

6 DISCONTINUED OPERATIONS

On 28th May 2010 FirstGroup plc disposed of GBRf and as a consequence theresults of this business have been classified as discontinued operations, asdetailed below: 6 months to 6 months to Year to 30 September 30 September 31 March 2010 2009 2010 £m £m £m Revenue 9.9 25.5 57.4 Operating costs (9.6) (23.8) (53.1) Profit before tax 0.3 1.7 4.3 Attributable tax expense (0.1) (0.5) (1.3) Profit for the period from 0.2 1.2 3.0discontinued operations Profit on disposal of discontinued 6.7 - -operations Net profit attributable to 6.9 1.2 3.0discontinued operations

There was no attributable tax on the profit on disposal of discontinued operations.

During the period, discontinued operations contributed £1.7m (2009: £2.7m; fullyear 2010: £9.1m) to the Group's net operating cash flows, paid £0.2m (2009: £0.4m; full year 2010: £1.2m) in respect of investing activities and paid £nil(2009: £nil; full year 2010: £nil) in respect of financing activities.

Details of the profit on disposal of GBRf are detailed in note 17.

The effect of discontinued operations on segment results is disclosed in note3. 6 months to 6 months to Year to 30 September 30 September 31 March 2010 2009 2010 7 DIVIDENDS £m £m £m Final dividend per share paid for 67.2 61.1 61.1the year ended 31 March 2010 of 14.0p (2009: 12.7p) Interim dividend per share paid for - - 32.0the year ended 31 March 2010 of 6.65p (2009: 6.05p)

Amounts recognised as distributions 67.2 61.1 93.1 to equity holders in the period

Proposed interim dividend per share 34.2 32.0 - for the year ended 31 March 2011 of

7.12p (2010: 6.65p)

The proposed interim dividend will be paid on 2 February 2011 to shareholders on the register of members at the close of business on 7 January 2011.

8 EARNINGS PER SHARE (EPS)

Basic EPS is calculated by dividing the profit attributable to equity shareholders of £61.8m (2009: £18.8m; full year 2010: £132.1m) by the weighted average number of ordinary shares (excluding own shares held in the EBT and treasury shares) of 480.3m (2009: 480.9m; full year 2010: 480.5m) in issue.

The adjusted basic EPS from continuing operations is intended to highlight therecurring elements of the results of the Group before the adjustments detailedbelow. A reconciliation of the earnings used in the alternative bases is setout below: 6 months to 6 months to Year to 30 September 30 September 31 March 2010 2010 2009 £m EPS (p) £m EPS (p) £m EPS (p) Basic profit/EPS from 54.9 11.4 17.6 3.6 129.1 26.9continuing operations

Basic profit/EPS from 6.9 1.5 1.2 0.3 3.0 0.6 discontinued operations

Basic profit/EPS 61.8 12.9 18.8 3.9 132.1 27.5

Amortisation charges1 17.6 3.6 17.0 3.5 34.5 7.2

Hedge ineffectiveness (1.2) (0.3) (4.0) (0.8) (1.0) (0.2)on financial derivatives Non-recurring items (22.3) (4.7) 25.1 5.2 49.6 10.4 Loss on disposal of 1.5 0.3 1.2 0.3 1.1 0.2properties Business disposals (6.7) (1.4) - - - - Tax effect of above (0.3) 0.1 (13.6) (2.8) (26.6) (5.6)adjustments Adjusted profit/EPS 50.4 10.5 44.5 9.3 189.7 39.5 Adjusted profit/EPS (0.2) - (1.2) (0.3) (3.0) (0.6)from discontinued operations Adjusted profit/EPS 50.2 10.5 43.3 9.0 186.7 38.9from continuing operations

1Amortisation charges of £17.7m (2009: £17.1m; full year 2010: £34.7m) per note 3 less £0.1m (2009: £0.1m; full year 2010: £0.2m) attributable to equity minority interests.

Diluted EPS is based on the same earnings and on a weighted average number of ordinary shares of 484.8m (2009: 482.3m; full year 2010: 483.2m). The difference in the number of shares between the basic calculation and the diluted calculation represents the weighted average number of potentially dilutive ordinary shares from share options.

9 GOODWILL £m Cost At 1 April 2010 1,754.9 Disposals (14.2) Foreign exchange movements (116.9) At 30 September 2010 1,623.8 Accumulated impairment losses At 1 April 2010 and 30 September 2010 - Carrying amount At 30 September 2010 1,623.8 At 31 March 2010 1,754.9 At 30 September 2009 1,662.6 Greyhound UK Rail Customer brand and franchise contracts trade name agreements Total 10 OTHER INTANGIBLE ASSETS £m £m £m £m Cost At 1 April 2010 407.6 66.0 56.3 529.9 Foreign exchange movements (23.7) (3.8) - (27.5) At 30 September 2010 383.9 62.2 56.3 502.4 Amortisation At 1 April 2010 70.6 8.3 35.1 114.0 Charge for period 12.9 1.6 3.3 17.8 Foreign exchange movements (4.6) (0.5) - (5.1) At 30 September 2010 78.9 9.4 38.4 126.7 Carrying amount At 30 September 2010 305.0 52.8 17.9 375.7 At 31 March 2010 337.0 57.7 21.2 415.9 At 30 September 2009 324.0 54.6 25.0 403.6

Customer contracts acquired through the purchases of businesses and subsidiary undertakings are amortised on a straight-line basis over their useful lives which are between nine and twenty years.

The UK Rail franchise agreements intangible asset represents the part of theeconomic benefit derived from the rail franchise agreements that is realised asa result of recognising our share of the rail pension deficit on the date ofcommencement of each franchise and is amortised on a straight-line basis overthe initial term of each respective franchise. Passenger Other Land and carrying plant and buildings vehicle equipment Total fleet 11 PROPERTY, PLANT AND £m £m £m £mEQUIPMENT Cost At 1 April 2010 555.2 2,644.3 549.9 3,749.4 Subsidiary undertakings (2.8) (2.3) (4.0) (9.1)disposed of Additions 16.2 77.8 37.5 131.5 Disposals (6.8) (26.5) (21.6) (54.9) Reclassified as held for sale - (23.0) - (23.0) Foreign exchange movements (18.3) (98.3) (9.8) (126.4) At 30 September 2010 543.5 2,572.0 552.0 3,667.5 Accumulated depreciation and impairment At 1 April 2010 68.5 1,130.9 265.9 1,465.3 Subsidiary undertakings (1.2) (2.3) (1.8) (5.3)disposed of Charge for period 7.0 117.6 36.7 161.3 Disposals (3.6) (21.7) (20.2) (45.5) Reclassified as held for sale - (16.2) - (16.2) Foreign exchange movements (1.8) (40.1) (5.0) (46.9) At 30 September 2010 68.9 1,168.2 275.6 1,512.7 Carrying amount At 30 September 2010 474.6 1,403.8 276.4 2,154.8 At 31 March 2010 486.7 1,513.4 284.0 2,284.1 At 30 September 2009 462.6 1,534.7 282.7 2,280.0 30 September 30 September 31 March 2010 2009 2010

12 TRADE AND OTHER RECEIVABLES £m £m £m

Amounts due within one year Trade receivables 431.4 450.8 462.2

Provision for doubtful receivables (7.1) (8.3) (6.5)

Other receivables 53.8 67.2 57.3

Other prepayments and accrued income 98.1 82.8 89.5

576.2 592.5 602.5 30 September 30 September 31 March 2010 2009 2010 13 ASSETS HELD FOR SALE £m £m £m Assets held for sale 2.4 4.3 3.9Assets held for sale comprise principally First Student buses which are surplusto requirement and are being actively marketed. Profits or losses arising onthe disposal of such assets are included in arriving at operating profit in

theincome statement. 30 September 30 September 31 March 2010 2009 2010 14 TRADE AND OTHER PAYABLES £m £m £m Amounts falling due within one year Trade payables 290.1 265.3 288.9 Other payables 98.9 173.1 145.1 Accruals and deferred income 598.0 591.8 627.5 Season ticket deferred income 54.7 53.9 58.5 1,041.7 1,084.1 1,120.0 30 September 30 September 31 March 2010 2009 2010

15 DERIVATIVE FINANCIAL INSTRUMENTS £m £m £m

Non-current assets Interest rate swaps - 0.3 - Cross currency swaps 15.5 25.4 13.3 Coupon swaps 39.0 20.7 15.7 Fuel derivatives 2.6 4.6 4.0 57.1 51.0 33.0 Current assets Cross currency swaps 6.5 1.7 5.8 Coupon swaps 10.3 12.1 10.6 Fuel derivatives 10.1 2.8 15.7 26.9 16.6 32.1 Total assets 84.0 67.6 65.1 Current liabilities Interest rate swaps 30.4 47.2 42.9 Cross currency swaps 27.3 1.5 2.9 Fuel derivatives 25.2 135.2 39.4 82.9 183.9 85.2 Non-current liabilities Interest rate swaps 6.5 20.5 10.7 Cross currency swaps 42.7 61.1 91.9 Coupon swaps - 2.7 - Fuel derivatives 10.0 40.5 18.5 59.2 124.8 121.1 Total liabilities 142.1 308.7 206.3 30 September 30 September 31 March 2010 2009 2010 16 PROVISIONS £m £m £m Insurance claims 219.0 231.0 243.9 Legal and other 39.9 60.1 51.4 Pensions 5.0 5.3 5.1 Non-current liabilities 263.9 296.4 300.4 Insurance Legal claims1 and other2 Pensions Total £m £m £m £m At 1 April 2010 243.9 51.4 5.1 300.4 Provided in the period 41.8 4.0 - 45.8 Utilised in the period (63.3) (12.5) (0.1) (75.9) Notional interest 9.8 - - 9.8 Foreign exchange movements (13.2) (3.0) - (16.2) At 30 September 2010 219.0 39.9 5.0 263.9 At 30 September 2009 231.0 60.1 5.3 296.41Insurance claims accruals due within one year at 30 September 2010 amounted to£117.8m (2009: £124.4m; full year 2010: £131.3m) and are included in "accrualsand deferred income" in note 14. The amount included within provisions aboverepresents the estimate of amounts due after more than one year.2Legal and other accruals due within one year at 30 September 2010 amounted to£6.7m (2009: £5.4m; full year 2010: £5.4m) and are included in "accruals anddeferred income" in note 14. The amount included within provisions aboverepresents the estimate of amounts due after more than one year. 30 September 30 September 31 March17 DISPOSAL OF BUSINESSES AND 2010 2009 2010SUBSIDIARY UNDERTAKINGS £m £m £m Fair values of net assets disposed of: Goodwill 14.2 - - Property, plant and equipment 3.8 - 0.4 Current assets 12.0 - 0.9 Cash and cash equivalents (1.2) - 0.4 Liabilities (10.0) - (0.9) 18.8 - 0.8 Profit on disposal 6.7 - - Satisfied by cash received and 25.5 - 0.8receivable Net cash inflow arising on disposal: Cash consideration 25.5 - 0.8 Cash and cash equivalents disposed (1.2) - -of 24.3 - 0.8

On 28 May 2010 the Group disposed of its interest in GBRf. The impact of GBRf on the Group's results in the current and prior periods is disclosed in note 6.

On 9 January 2010, the Group disposed of its interest in FirstInfo Limited atits net book value. The details of this disposal are included in the full year2010 figures in the table above. The impact on the Group's results for halfyear 2009 and the full year 2010 was immaterial. 30 September 30 September 31 March 2010 2009 2010 18 SHARE CAPITAL £m £m £m Authorised: Ordinary shares of 5p each 32.5 32.5 32.5 Allotted, called up and fully paid: Ordinary shares of 5p each 24.1 24.1 24.1The number of ordinary shares of 5p each in issue, excluding treasury sharesand shares held in trust for employees, at the end of the period was 480.4m(2009: 479.9m; full year 2010: 480.2m). At the end of the period 1.0m shares(2009: 1.2m shares; full year 2010: 1.0m shares) were being held as treasuryshares and 0.7m shares (2009: 1.0m shares; full year 2010: 0.9m shares) werebeing held in trust to satisfy the exercise of employee share options. 6 months to 6 months to Year to 30 September 30 September 31 March 2010 2009 2010 19 NET CASH FROM OPERATING £m £m £mACTIVITIES Operating profit before loss on 175.2 122.6 365.3disposal of properties Operating profit of discontinued 0.3 1.7 4.3operations Adjustments for : Depreciation charges 161.3 152.9 315.7 Amortisation charges 17.7 17.1 34.7 Share-based payments 3.9 2.7 5.5 Loss on disposal of property, plant 0.2 0.4 0.8and equipment

Operating cash flows before working 358.6 297.4 726.3 capital

(Increase)/decrease in inventories (2.0) 5.0 14.8

Increase in receivables (8.9) (29.9) (5.4) Decrease in payables (5.5) (80.1) (54.8) Decrease in provisions (30.2) (10.7) (34.1)

Defined benefit pension payments in (14.8) (17.3) (42.1) excess of income statement charge

Cash generated by operations 297.2 164.4 604.7 Corporation tax paid (9.8) (1.3) (1.3) Interest paid (105.4) (83.1) (142.9)

Interest element of HP contracts and (3.6) (5.1) (8.2) finance leases

Net cash from operating activities 178.4 74.9 452.3

20 RETIREMENT BENEFIT SCHEMES

The Group operates or participates in a number of defined benefit pension schemes which cover the majority of UK employees and certain North American employees. The scheme details are described in page 88 of the Annual Report and Accounts for the year ended 31 March 2010.

First Greater Western Limited, First Capital Connect Limited, First ScotRailLimited, Hull Trains Limited and First/Keolis TransPennine Express Limited havesections in the Railways Pension Scheme (RPS), which is an industry-widearrangement. Under the terms of the RPS, any fund deficit or surplus is sharedby the employer (60%) and the employees (40%). In calculating the Group'spension obligations in respect of the RPS the Group has calculated the totalpension deficits in each of the RPS sections in accordance with IAS 19. Thesedeficits are reduced by a "franchise adjustment" which is that portion of thedeficit which is projected to exist at the end of the franchise and for whichthe Group will not be required to fund. The franchise adjustment, which hasbeen calculated by the Group's actuaries, is offset against the present valueof the RPS liabilities so as to fairly present the financial performance,position and cash flows of the Group's obligations.

The market value of the assets at 30 September 2010 for all defined benefit schemes totalled £3,160m (2009: £2,864m; full year 2010: £3,127m).

Contributions are paid to all defined benefit pension schemes in accordance with rates recommended by the schemes' actuaries. The valuations are made using the Projected Unit Credit Method.

20 RETIREMENT BENEFIT SCHEMES continued

The key assumptions were as follows:

UK UK North UK UK North UK UK North Bus Rail America Bus Rail America Bus Rail America 30 30 30 Sept 30 30 30 Sept 31 31 31 Sept Sept Sept Sept March March March 2010 2010 2010 2009 2009 2009 2010 2010 2010 % % % % % % % % % Discount rate 5.05 5.05 4.7 5.5 5.5 5.1 5.6 5.6 5.7 Expected return on 7.9 7.9 7.4 7.6 7.6 7.0 7.9 7.9 7.4scheme assets

Expected rate of 4.0 4.0 3.25 4.4 4.4 3.5 4.4 4.4

-salary increases

Inflation - RPI 3.0 3.0 2.25 2.9 2.9 2.3 3.4 3.4 2.0

Inflation - CPI 2.4 2.4 - - - - - -

Future pension 3.0 3.0 - 2.9 2.9 - 3.4 3.4

increases During the period the Government announced its intention to change the measurethat it uses for cost of living increases to public sector pensions and tochange the basis for the statutory revaluation and indexation of occupationalpension schemes in the private sector. Increases to pensions in payment anddeferred pensions in the Local Government Pension Schemes and the RPS areexpected to be linked to the rise in CPI in future rather than the rise in RPI,as are revaluations to deferred pensions in the UK Bus Occupational Scheme. Asa result of this pension liabilities are £70.2m lower as at 30 September 2010.

Amounts recognised in the condensed consolidated income statement in respect of these defined benefit schemes are as follows:

North UK Bus UK Rail America Total 6 months to 30 September 2010 £m £m £m £m Current service cost (18.0) (27.9) (2.7) (48.6) Interest cost (47.7) (22.8) (16.8) (87.3)

Expected return on scheme assets 60.9 26.3 15.2 102.4

Interest on franchise adjustment - 4.8 - 4.8 (4.8) (19.6) (4.3) (28.7) North UK Bus UK Rail America Total 6 months to 30 September 2009 £m £m £m £m Current service cost (8.2) (20.0) (1.1) (29.3) Interest cost (41.2) (18.9) (17.8) (77.9)

Expected return on scheme assets 49.5 18.7 13.6 81.8

Interest on franchise adjustment - 2.6 - 2.6 0.1 (17.6) (5.3) (22.8) North UK Bus UK Rail America Total Year to 31 March 2010 £m £m £m £m Current service cost (17.6) (36.7) (2.4) (56.7) Interest cost (83.0) (37.6) (30.3) (150.9)

Expected return on scheme assets 98.9 37.3 23.6 159.8 Interest on franchise adjustment - 5.1 - 5.1 (1.7) (31.9) (9.1) (42.7)

Actuarial gains and losses have been reported in the condensed consolidated statement of comprehensive income.

20 RETIREMENT BENEFIT SCHEMES continued

The amount included in the balance sheet arising from the Group's obligations in respect of its defined benefit pension schemes is as follows:

North UK Bus UK Rail America Total 30 September 2010 £m £m £m £m Fair value of schemes' assets 1,643.1 1,049.2 467.4 3,159.7

Present value of defined benefit (1,765.3) (1,360.0) (650.0) (3,775.3) obligations

Deficits before adjustments (122.2) (310.8) (182.6) (615.6)

UK Rail franchise adjustment (60%) - 141.8 - 141.8

Adjustment for employee share of - 124.2 - 124.2RPS deficits (40%) Deficits in schemes (122.2) (44.8) (182.6) (349.6)This amount is presented in the condensed consolidated balance sheet asfollows:Non-current assets 11.6 - - 11.6 Non-current liabilities (133.8) (44.8) (182.6) (361.2) (122.2) (44.8) (182.6) (349.6) North UK Bus UK Rail America Total 30 September 2009 £m £m £m £m Fair value of schemes' assets 1,498.8 916.1 449.0 2,863.9

Present value of defined benefit (1,645.4) (1,346.8) (608.2) (3,600.4) obligations

Deficits before adjustments (146.6) (430.7) (159.2) (736.5)

UK Rail franchise adjustment (60%) - 219.2 - 219.2

Adjustment for employee share of - 172.3 - 172.3RPS deficits (40%) Deficits in schemes (146.6) (39.2) (159.2) (345.0)This amount is presented in the condensed consolidated balance sheet asfollows:Non-current assets 2.8 0.1 0.9 3.8 Non-current liabilities (149.4) (39.3) (160.1) (348.8) (146.6) (39.2) (159.2) (345.0) North UK Bus UK Rail America Total 31 March 2010 £m £m £m £m Fair value of schemes' assets 1,605.9 1,026.3 494.5 3,126.7

Present value of defined benefit (1,734.9) (1,388.9) (651.8) (3,775.6) obligations

Deficits before adjustments (129.0) (362.6) (157.3) (648.9)

UK Rail franchise adjustment (60%) - 173.0 - 173.0

Adjustment for employee share of - 145.1 - 145.1RPS deficits (40%) Deficits in schemes (129.0) (44.5) (157.3) (330.8)This amount is presented in the condensed consolidated balance sheet asfollows:Non-current assets 3.1 - - 3.1 Non-current liabilities (132.1) (44.5) (157.3) (333.9) (129.0) (44.5) (157.3) (330.8)

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