Office of the City Clerk - Record #: R2019-423

• Record #: R2019-423
• Type: Resolution
• Status: Adopted
• Intro date: 6/12/2019
• Current Controlling Legislative Body: Committee on Economic, Capital and Technology Development
• Final action: 7/24/2019
• Title: Support of Class 6(b) tax incentive for property at 3900-3946 S Normal Ave
• Sponsors: Thompson, Patrick D.
• Topic: TAX INCENTIVES - Class 6(b)

Date	Journal Page Number	Action By	Action	Result
7/24/2019	2387	City Council	Adopted	Pass
7/16/2019	2069	Committee on Economic, Capital and Technology Development	Recommended to Pass
6/12/2019	2069	City Council	Referred

RESOLUTION CLASS 6(B) REAL ESTATE TAX INCENTIVE FOR THE BENEFIT OF GREYHOUND LINES, INC., A DELAWARE CORPORATION, AND REAL ESTATE LOCATED GENERALLY AT 3900-3946 SOUTH NORMAL AVENUE IN CHICAGO, ILLINOIS PURSUANT TO COOK COUNTY, ILLINOIS TAX INCENTIVE ORDINANCE, CLASSIFICATION SYSTEM FOR ASSESSMENT
WHEREAS, the Cook County Board of Commissioners has enacted the Cook County Tax Incentive Ordinance, Classification System for Assessment, as amended from time to time (the "County Ordinance"), which provides for, among other things, real estate tax incentives to property owners who build, rehabilitate, enhance and occupy property which is located within Cook County, Illinois and which is used primarily for industrial purposes; and
WHEREAS, the City of Chicago (the "City"), consistent with the County Ordinance, wishes to induce industry to locate and expand in the City by supporting financial incentives in the form of property tax relief; and
WHEREAS, Greyhound Lines, Inc., a Delaware corporation (the "Applicant"), owns certain real estate located generally at 3900-3946 South Normal Avenue, Chicago, Illinois 60609, as further described on Exhibit A hereto (the "Subject Property"); and
WHEREAS, the Applicant intends to construct an approximately 45,425 square foot industrial facility on the Subject Property; and
WHEREAS, the redevelopment objective of the City in connection with the Subject Property is to support the retention of the Applicant's operations within the City, retain existing jobs, create new jobs and attract investment in and around the Subject Property; and
WHEREAS, it is intended that the Applicant will use the Subject Property to operate a bus maintenance and repair facility (the "Intended Use"); and
WHEREAS, the Applicant has filed an eligibility application for a Class 6(b) tax incentive under the County Ordinance with the Office of the Assessor of Cook County (the "Assessor"); and
WHEREAS, the Subject Property is located within the Stockyards Annex Redevelopment Project Area (created pursuant to the Illinois Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4-1 et. seq., as amended, and pursuant to an ordinance enacted by the City Council of the City), and the purpose of Redevelopment Project Areas is also to provide certain incentives in order to stimulate economic activity and to revitalize depressed areas; and
WHEREAS, it is the responsibility of the Assessor to determine that an application,for a Class 6(b) classification or renewal of a Class 6(b) classification is eligible pursuant to the County Ordinance; and

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WHEREAS, the County Ordinance requires that, in connection with the filing of a Class 6(b) eligibility application with the Assessor, the applicant must obtain from the municipality in which such real estate that is proposed for Class 6(b) designation is located a resolution expressly stating, among other things, that the municipality has determined that the incentive provided by the Class 6(b) is necessary for development to occur on such real estate and that the municipality supports and consents to the Class 6(b) classification by the Assessor; and
WHEREAS, the Intended Use of the Subject Property will provide significant present and future employment; and
WHEREAS, notwithstanding the Class 6(b) status of the Subject Property, the redevelopment and utilization thereof will generate significant new revenues to the City in the form of additional real estate taxes and other tax revenues; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHICAGO:
SECTION 1: That the City determines that the incentive provided by Class 6(b) is necessary for the development to occur on the Subject Property.
SECTION 2: That the City supports and consents to the Class 6(b) classification by the Assessor with respect to the Subject Property.
SECTION 3: That the Economic Disclosure Statement, as defined in the County Ordinance, has been received and filed by the City.
SECTION 4: That the Clerk of the City of Chicago is authorized to and shall send a certified copy of this resolution to the Assessor, and a certified copy of this resolution may be included with the Class 6(b) eligibility application filed with the Assessor by the Applicant, as applicant, in accordance with the County Ordinance.
SECTION 5: That this resolution shall be effective immediately upon its passage and
approval.











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EXHIBIT A
Legal Description o f the Property
(Subject to verification by title policy)
PARCEL 1:SUBPARCEL 1:
LOT 1, EXCEPT THE WEST 10 FEET THEREOF; LOT 4, EXCEPT THE WEST 10 FEET THEREOF AND LOT 5, EXCEPT THE WEST 10 FEET THEREOF IN BLOCK 2 IN TAYLOR AND KREIGH'S SUBDIVISION OF THE EAST l/2OF THE NORTHWES T % OF SECTION 4, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN IN COOK COUNTY, ILLINOIS.

SUBPARCEL 2:
LOTS 8 AND 9, TAKEN AS A TRACT IN BLOCK 2 IN TAYLOR AND KREIGH'S SUBDIVISION OF THE EAST % OF THE NORTHWEST Y. OF THE SECTION 4, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, EXCEPT THAT PART OF SAID TRACT FALLING IN THE PREMISES DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 14.6 FEET NORTH OF THE SOUTH LINE OF LOT 9 AND 10.00 FEET EAST OF THE WEST LINE OF LOT 9, THENCE NORTH ALONG A LINE 10 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID LOTS 8 AND 9, A DISTANCE OF 142.00 FEET TO A POINT, THENCE EAST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE, A DISTANCE OF 120.06 FEET TO A POINT OF INTERSECTION WITH A CURVE CONVEX TO THE SOUTHEAST THE RADIUS OF WHICH IS 195.87 FEET AND THE TANGENT OF WHICH DRAWN THROUGH SAID POINT OF INTERSECTION WOULD FORM AN ANGLE WITH THE LAST ABOVE MENTIONED LINE OF 81 DEGREES 47 MINUTES 57 SECONDS MEASURED FROM WEST TO SOUTHWEST, THENCE SOUTHWESTERLY ALONG SAID DESCRIBED CURVE, A DISTANCE OF 16.11 FEET TO POINT OF COMPOUND CURVE; THENCE SOUTHWESTERLY ALONG A CURVE TANGENT TO THE LAST DESCRIBED CURVE CONVEX TO THE SOUTHEAST THE RADIUS OF WHICH IS 168.90 FEET A DISTANCE OF 96.24 FEET TO A POINT OF COMPOUND CURVE THEN SOUTHWESTERLY ALONG A CURVE TANGENT TO THE LAST DESCRIBED CURVE CONVEX TO THE SOUTHEAST, THE RADIUS OF WHICH IS 184.96 FEET A DISTANCE OF 83.66 FEET MORE OR LESS TO THE POINT OF BEGINNING
AND EXCEPT THAT PART OF SAID TRACT LYING EAST OF A LINE DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID LOT 8, WHICH IS 154.08 FEET WEST OF THE NORTHEAST CORNER THEREOF; THENCE SOUTHWESTERLY 11.51 FEET ON A LINE FORMING AN ANGLE OF 77 DEGREES 00 MINUTES 20 SECONDS FROM EAST TO SOUTHEAST. THENCE SOUTI-IWESTERLY ALONG SAID CURVED LINE WITH A RADIUS OF 196.76 FEET, A DISTANCE OF 279.80 FEET TO AN INTERSECTION WITH THE SOUTH LINE OF LO T 9. AFORESAID, AT A POINT 26.09 FEET EAST OF THE SOU THWES T CORNER OF SAID LOT 9.


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SUBPARCEL 3:
THAT PART OF LOTS 8 AND 9 IN BLOCK 2, IN TAYLOR AND KREIGH'S SUBDIVISION OF THE EAST 1/2
OF THE NORTHWEST 1/4 OF SECTION 4, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING EAST OF A LINE DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTH LINE OF SAID LOT 8 WHICH IS 154.08 FEET WEST OF THE NORTHEAST CORNER TFIEREOF; THENCE SOUTHEASTERLY 11.51 FEET ON A LINE FORMING AN ANGLE OF 77 DEGREES 00 MINUTES 20 SECONDS FROM EAST TO SOUTHEAST WITH THE NORTH LINE OF SAID LOT 8 TO THE POINT OF TANGENCY OF A CURVED LINE CONVEX TO THE SOU THEAST, THENCE SOUTHWESTERLY ALONG SAID CURVED LINE WITH A RADIUS OF 196.76 FEET, A DISTANCE OF 279.80 FEET TO AN INTERSECTION WITH THE SOUTH LINE OF LOT 9, AFORESAID, AT A POINT 26.09 FEET EAST OF THE SOUTHWEST CORNER OF SAID LOT 9


SUBPARCEL 4:
LOTS 7 AND 10, TAKEN AS A TRACT IN BLOCK 2IN TAYLOR AND KEIGH'S SUBDrVISION OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SECTION 4, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, EXCEPT THE EAST 10 FEET OF SAID TRACT AND EXCEPT THAT PART OF SAID TRACT FALLING IN THE PREMISES DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF AFORESAID LOT 7; THENCE DUE EAST ALONG THE NORTH LINE OF SAID LOT 7, A DISTANCE OF 292.92 FEET TO A POINT ON THE WEST LINE OF THE 20 FOOT ALLEY (SAIO WEST LINE OF ALLEY BEING ALSO THE THE WEST LINE OF THE EAST 10 FEET OF SAID LO T 7); THENCE 00 DEGREES 15 MINUTES EAST ALONG SAID WEST LINE OF ALLEY, A DISTANCE OF 51.80 FEET TO A POINT; SAID POINT BEING 67 FEET NORTH OF THE SOUTH LINE OF AFORESAID LOT 7; THENCE DUE WEST ALONG THE NORTH LINE OF THE SOUTH 67 FEET OF AFORESAID LOT 7, A DISTANCE OF 125.42 FEET TO A POINT; THENCE NORTH 85 DEGREES, 31 MINUTES 30 SECONDS WEST ALONG A STRAIGHT LINE, A DISTANCE OF 167.90 FEET TO A POINT ON THE WEST LINE OF AFORESAID LOT 7, ALSO BEING 79.32 FEET NORTH OF THE SOUTHWEST CORNER OF SAID LOT 7; THENCE NORTH ALONG THE WEST LINE OF SAID LOT 7, A DISTANCE OF 39.46 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS


Continued on next page



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SUBPARCEL 5:
THAT PART OF LOTS 6 ANO 9 (EXCEPT THE WEST 10 FEET OF EACH OF SAIO LOTS) IN BLOCK 2 IN TAYLOR AND KEIGH'S SUBDIVISION OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SECTION 4, TOWNSHIP 36 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT 14.16 FEET NORTH OF THE SOUTH LINE OF LOT9AND 10 FEET EAST OF THE WEST LINE OF SAID LOT 9; THENCE NORTH ALONG A LINE 10.0 FEET EAST OF AND PARALLEL TO THE WEST LINE OF SAID LOTS 6 AND 9, A DISTANCE OF 142.00 FEET TO A POINT, THENCE EAST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE, A DISTANCE OF 120.06 FEET TO A POINT OF INTERSECTION WITH A CURVE CONVEX TO THE SOUTHEAST, THE RADIUS OF WHICH IS 195.87 FEET AND THE TANGENT OF WHICH DRAWN THROUGH SAID POINT OF INTERSECTION WOULD FORM AN ANGLE WITH THE LAST ABOVE MENTIONED LINE OF 81 DEGREES, 47 MINUTES, 57 SECONDS MEASURED FROM WEST TO SOUTHWEST, THENCE SOUTHWESTERLY ALONG SAID DESCRIBED CURVE, A DISTANCE OF 16.11 FEET TO A POINT OF COMPOUND CURVE, THENCE SOUTHWESTERLY ALONG A CURVE TANGENT TO THE LAST DESCRIBED CURVE CONVEX TO THE SOUTHEAST, THE RADIUS OF WHICH IS 166.90 FEET, A DISTANCE OF 95.24 FEET TO A POINT OF COMPOUND CURVE. THENCE SOUTHWESTERLY ALONG A CURVE TANGENT TO THE LAST DESCRIBED CURVE CONVEX TO THE SOUTHEAST, THE RADIUS OF WHICH IS 164.96 FEET, A DISTANCE OF 83.66 FEET, MORE OR LESS TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS


SUBPARCEL 6:
THAT PART OF LOTS 8 AND 91N BLOCK 2IN TAYLOR AND KEIGH'S SUBDIVISION OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SECTION 4. TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT 14.16 FEET NORTH OF THE SOUTH LINE OF LOT 9AND 10.0 FEET EAST OF THE WEST LINE OF SAID LOT 9; THENCE NORTH ALONG A LINE 10.0 FEET EAS T OF AND PARALLEL TO THE WEST LINE OF SAID LOTS BAND 9, A DISTANCE OF 142.00 FEET TO A POINT; THENCE WEST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE, A DISTANCE OF 10.0 FEET TO THE WEST LINE OF SAID LOT 8; THENCE SOUTH ALONG THE SAID WEST LINE OF SAID LOTS 8 AND 9 A DISTANCE OF 142.00 FEET; THENCE EAST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE, A DISTANCE OF 120.0 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS


Continued on next page


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SUBPARCEL 7:
THE EAST 10 FEET OF LOT 10; TOGETHER WITH THE EAST 10 FEE T OF LOT 7, LYING SOUTH OF AND ADJOINING A LINE 156.16 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 10, IN BLOCK 2IN TAYLOR AND KEIGH'S SUBDIVISION OF THE EASTT/2 OF THE NORTHWEST 1/4 OF SECTION 4, TOWNSHIP 38 NORTH, RANGE 14 EAST OFTHE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS

PARCEL 2:
LOTS 2, 3 AND 6 IN BLOCK 2 IN TAYLOR AND KEIGH'S SUBDIVISION OF THE EAST 1/2 OF THE NORTHWEST 1/4 OF SECTION 4, TOWNSFIIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH THAT PART OF LOT IN AFORESAID BLOCK 2, DESCRIBED AS FOLLOWS: FOR THE FOLLOWING COURSES THE NORTH LINE OF LOT 7 IS CONSIDERED AS VEERING DUE EAST AND WEST, COMMENCING AT THE NORTHWEST CORNER OF AFORESAID LOT 7; THENCE DUE EAST IN THE NORTH LINE OF SAID LOT 7 A DISTANCE OF 292.29 FEET TO A POINT IN THE WEST LPNE OF THE 20 FOOT ALLEY (SAID WEST LINE OF ALLEY BEING ALSO THE WEST LINE OF THE EAST 10 FEET OF SAID LOT 7); THENCE SOUTH 0 DEGREES 15 MINUTES EAST IN SAID WEST LINE OF ALLEY A DISTANCE OF 51.80 FEET TO A POINT, SAID POINT ALSO BEING 67.00 FEET NORTH OF THE SOUTH LINE OF AFORESAID LOT 7; TFIENCF, DUE WEST IN THE NORTH LINE OF THE SOUTH 67.0 FEET OF AFORESAID LOT 7, A DISTANCE OF 124.42 FEET TO A POINT; THENCE NORTH 85 DEGREES 31 MINUTES 30 SECONDS WEST IN A LINE A DISTANCE OF 167.90 FEET TO A PONT IN THE WEST LINE OF AFORESAID LOT 7, ALSO BEING 79.32 FEET NORTH OF THE SOUTHWEST CORNER OF SAID LOT 7; THENCE NORTH IN THE WEST LINE OF SAID LOT 7 A DISTANCE OF 39.48 FEET TO THE POINT OF BEGINNING. IN COOK COUNTY, ILLINOIS


PARCEL3:


PARCEL 3: ALL THAT PART OF BLOCK 1 IN SUPERIOR COURT SUBDIVISION OF THE WEST 1/2 OF THE NORTHWEST 1/4 OF SECTION 4, TOWNSHIP 38 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING NORTH AND EAST OF A STRIP OF LAND 15 FEET IN WIDTH IN SAID BLOCK 1, OCCUPIED BY THE CHICAGO JUNCTION RAILWAY COMPANY'S RIGHT OF WAY FOR SWITCH TRACK CONNECTIONS WITH ITS MAIN LINE RIGHT OF WAY, THE CENTER LINE OF WHICH STRIP IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID BLOCK 1, 132.75
FEET EAST OF THE WEST LINE OF SAID BLOCK; THENCE SOUTH ON A LINE PARALLEL WITH AND
132.75 FEET EAST OF THE WESTLINE OF SAID BLOCK 397.55 FEET TO A POINT;|1010|
THENCE 1NA SOUTHEASTERLY DIRECTION ON A TANGENTIAL CURVED LINE CONVEX TO THE SOUTHWEST, HAVING A RADIUS OF 200 FEET, TO ITS INTERSECTION WITH THE NORTH RIGHT-OF-WAY LINE OF
THE CHICAGO JUNCTION RAILWAY COMPANY, 17.17 FEET WEST OF THE EAST LINE OF SAID BLOCK 1, IN COOK COUNTY, ILLINOIS.

Index Numbers:
and
Permanent Tax 20-04-104-001; 20-04-104-002; 20-04-104-004; 20-04-104-010; 20-04-104-012: 20-04-104-013; 20-04-104-014; 20-04-104-015; 20-04-104-016;
Address: 3900-3946 South Normal; Chicago, IL 60609



























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CITY OF CHICAGO AFFIDAVIT FOR COOK COUNTY CLASS 6b TAX INCENTIVE
On behalf of Greyhound Lines, Inc. (the "Applicant"), 1 hereby certify,
represent and warrant the following to the City of Chicago:
Attached as Exhibit 1 hereto and hereby incorporated herein is a true and correct Disclosure of the Ownership Interests of the Applicant as set forth in Cook County's Code of Ethical Conduct (Cook County, 111., Code, Ch. 2, Art. VII, Div. 2, Subdiv. VI, Section 2-610), including but not limited to a true and correct list of all real estate owned in Cook County, Illinois by the Applicant, including all permanent index numbers associated with such real estate.
Attached as Exhibit 2 hereto and hereby incorporated herein is a true and correct Cook County Incentives Class Living Wage Ordinance Affidavit ("Living Wage Affidavit") for the Applicant. The Applicant hereby represents and warrants that it shall provide a Living Wage Affidavit to the City for any lessees of the Subject Property (as hereinafter defined) who enter into a lease for the Subject Property on or after July 1, 2020.
The Applicant is not delinquent in the payment of any property taxes administered by Cook County or by a local municipality.
The Applicant is in compliance with all applicable laws, as required by the Cook County Real Property Assessment Classification Ordinance, as amended from time to time (the "Classification Ordinance").
Under penalty of perjury, I hereby certify, represent and warrant that I have the knowledge and the authority to provide this Affidavit to the City of Chicago on behalf of the Applicant. This Affidavit shall be deemed to be the Applicant's Economic Disclosure Statement, as defined in the Classification Ordinance. The Applicant hereby submits this Affidavit to the City of Chicago for purposes of complying with the provisions of the Classification Ordinance.
I hereby acknowledge that the City of Chicago has not, and will not independently verify the certifications, representations and warranties contained herein. I further acknowledge that the City of Chicago is entitled to and is in fact relying upon the certifications, representations and warranties contained herein in connection with its support and consent for the Class 6b application of the Applicant to the Office of the Assessor of Cook County, Illinois pursuant to the Classification Ordinance in connection with property located at
3490 South Normal Ave., Chicago, IL ,
in Chicago, Illinois (the "Subject Property").
I understand and acknowledge that if the certifications, representations or warranties contained herein are untrue in any respect, the support and consent of the City of Chicago for the Class 6b classification ofthe Subject Property may be revoked, and other penalties at law or in equity may apply.
APPLICANT:

Name of Company: Greyhound Lines, Inc.
By: ~~
. 0j, ^
Attorney Print Name of Signatory:
—-J^rikaMcCormack
Print Title of Signatory: CKig-p f ;rvxrvci«Jl Q^r
Signed and sworn before me on
at Dall as
(StateW^t-VcJLBU^^^:^


(Sbv^ft 2A^ ZQli (Date)
JCounty) TEM?"
. (Notary Public)
My Commission expires on Hi^-H / ^ )
EXHIBIT 1


See attached Cook County Disclosure of Ownership Interests ofthe Applicant.
CONTRACT #:

COOK COUNTY DISCLOSURE OF OWNERSHIP INTEREST STATEMENT
The Cook County Code of Ordinances (§2-610 et seq.) requires that any Applicant for any County Action must disclose information concerning ownership interests in the Applicant. This Disclosure of Ownership Interest Statement must be completed with all information current as of the date this Statement is signed. Furthermore, this Statement must be kept current, by filing an amended Statement, until such time as the County Board or County Agency shall take action on the application. The information contained in this Statement will be maintained in a database and made available for public viewing County reserves the right to request additional information to verify veracity of information containted in this statement.
If you are asked to list names, but there are no applicable names to list, you must state NONE. An incomplete Statement will be returned and any action regarding this contract will be delayed. A failure to fully comply with the ordinance may result in the action taken by the County Board or County Agency being voided.
"Applicant' means any Entity or person making an application to the County for any County Action.
'County Action' means any action by a County Agency, a County Department, or the County Board regarding an ordinance or ordinance amendment, a County Board approval, or other County agency approval, with respect to contracts, leases, or sale or purchase of real estate.
'Person" "Entity' or 'Legal Entity" means a sole proprietorship, corporation, partnership, association, business trust, estate, two or more persons having a joint or common interest, trustee of a land trust, other commercial or legal entity or any beneficiary or beneficiaries thereof.
This Disclosure of Ownership Interest Statement must be submitted by :
An Applicant for County Action and
A Person that holds stock or a beneficial interest in the Applicant and is listed on the Applicant's Statement (a "Holder") must file a Statement and complete #1 only under Ownership Interest Declaration.
Please print or type responses clearly and legibly. Add additional pages if needed, being careful to identify each portion of the form to which each additional page refers.
This Statement Is being made by the [j* |) Applicant or [| |] Stock/Beneficial Interest Holder
This Statement Is an: |[x j) Original Statement or [| j] Amended Statement
Identifying Information: Name Greyhound Lines, Inc
D/B/A: ; FEIN # Only: ^gmw
Street Address: 600 Vina Street
City: Cincinnati State: O"'0 Zip Code: 45202
Phone No.: 513-419-8693 .Fax Number Email: andreww.pugh@fir3tgroup.com

Cook County Business Registration Number: . '•
(Sole Proprietor, Joint Venture Partnership)
Corporate File-Number (if applicable):
Form of Legal Entity:
| | Sole Proprietor Partnership |X] Corporation. rj Trustee of Land Trust

| | Business Trust Q Estate Q Association Q Joint Venture

[ [ Other(desenbe)





EDS-6

J CONTRACT #:
Ownership Interest Declaration:
1. List the name(s), address, and percent ownership of each Person having a legal or beneficial interest (including ownership) of more than five percent (5%) in the Applicant/Holder.

Name Address Percentage Interest in
Applicant/Holder
See attached Schedule of Ownership Interests in Applicant



2, If the interest of any Person listed in (1) above is held as an agent or agents, or a nominee or nominees, list the name and address of the principal on whose behalf the interest is held.
Name of Agent/Nominee Name of Principal Principal's Address
N/A


3. Is the Applicant constructively controlled by another person or Legal Entity? ( [ | J Yes [ j J ] No
If yes, state the name, address and percentage of beneficial interest of such person, and the relationship under which such control is being or may be exercised.

Name Address Percentage of Relationship
Beneficial Interest
No



Corporate Officers, Members and Partners Information:
For all corporations, list the names, addresses, and terms for all corporate officers. For all limited liability companies, list the names, addresses for all members. For all partnerships and joint ventures, list the names, addresses, for each partner or joint venture.

Name Address Title (specify title of Term of Office
OffliM, ui wliulliui nidiidyui ——
or partner/joint venture) See attached Schedule of Executive Officers and Directors of Applicant



Declaration (check the applicable box):

fx) I state under oath that the Applicant has withheld no disclosure as to ownership interest in the Applicant nor reserved ,
any information, data or plan as to the intended use or purpose for which the Applicant seeks County Board or other County Agency action.
| | I state under oath that the Holder has withheld no disclosure as to ownership interest nor reserved any information required to be disclosed.





EDS-7

Schedule A
Schedule of Executive Officers and Directors of Applicant

Niune Title
David S. Leach President & CEO / Director
William Blankenship Chief Operating Officer
Scott Spivey Vice President / Director
Chandrika McCormack Chief Financial Officer
Andrew Kaplinsky Chief Commercial Officer
M ichael Pctrucci SVP, General Counsel and Secretary
Rhonda MacAndrews SVP 1 luman Resources
Mike Walker VP Technical Operations
David Phillips VP, GPX
Christina Cahall Asst. Treasurer
Tricia Martinez Asst. Secretary
Christa McAndrew Asst. Secretary
Nancy Eliason Asst. Secretary
Brian Beechem Asst. Secretary
Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstBus Investments Limited 8th Floor, The Point, 37 North Wharf Road, London, W2 IAF.UK 100% Indirect Interest
FirstGroup pic. 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
1. REAL ESTATE OWNERSHIP DISCLOSURES.
The Applicant must indicate by checking the appropriate provision below and providing all required information that either a) The following is a complete list of all real estate owned by the Applicant in Cook County:
permanent index number(S): See attached.



(ATTACH SHEET IF NECESSARY TO LIST ADDITIONAL INDEX NUMBERS)
OR:
b) The Applicant owns no real estate in Cook County.
2. EXCEPTIONS TO CERTIFICATIONS OR DISCLOSURES.
If the Applicant is unable to certify to any of the Certifications or any other statements contained in this EDS and not explained elsewhere in this EDS, the Applicant must explain below:





i










If the letters, "NA", the word "None" or "No Response'' appears above, or if the space is left blank, it will be conclusively presumed that the Applicant certified to all Certifications and other statements contained in this EDS.













DISCLOSURE OF OWNERSHIP INTEREST - 3

Greyhound Lines, Inc. Real Estate Ownership Disclosures - Attachment
Terminal: 608-630 W. Harrison, Chicago, IL PIN's:
o 17-16-125-005
o 17-16-126-012
Garage: 901 N. Halsted, Chicago, IL - PIN's:
o 17-05-410-004
o 17-05-410-005
o 17-05-410-006
o 17-05-410-007
o 17-05-410-008
o 17-04-315-007
o 17-04-315-008
o 17-04-328-006
Approved as to tofm
By ,f\/xC„.
Attorney

COOK COUNTY DISCLOSURE OF OWNERSHIP INTEREST STATEMENT SIGNATURE PAGE
-Cbaftdrika McConnack
Name of Authorized Applicaat/Holder Representative (please print or type)
cQm^-
Signature

E-mail address

Title

Date
u4 ~Zi<1- TgQd
Phone Number

Subscribed to and sworn before me
this _^s=iL day ofSerr. . 20/i.

Notary Public Signature


.^WiSS'* MICHAEL BRUCE ERICKSON l^j^iftc Notary Public. State of Texas Wig&M Comm. Expires 04-24-2021 ^Hffi* Notary ID 12S26799S

EXHIBIT 2


See attached Living Wage Affidavit for the Applicant.
Incentives Class Living Wage Ordinance Affidavit
as agent for the applicant set forth below, who
is seeking a classificatioa incentive as referenced below, I do hereby state under oath as follows:
As the agent for the applicant set forth below, I have personal knowledge as to the facts stated herein.
The property identified by PIN(s) with commonly known address(es), listed in Exhibit A attached and herein incorporated, are/is the subject of a pending application/renewal (circle as appropriate) for one of the following development incentives provided by the Code of Ordinances of Cook County, Chapter 74, Article II, Division 2, The Cook County Real Property Assessment Classification Ordinance, Sec.74-60 et seq., as amended:
Class 8 (Industrialproperty)
3. I have reviewed the Code of Ordinances of Cook County, Chapter 34, Article IV, Division 1 and The Cook County Living Wage Ordinance, Sec. 34-127 et seq,, as amended (the "Ordinance"), and certify that the applicant is in compliance with the above referenced Cook County Living Wage Ordinance, due to one of the following options (check as appropriate):

Applicant is currently paying a living wage to its employees, as defined in the Ordinance.
OR
X Applicant is not required to pay a living wage, pursuant to the Ordinance.

Attorney
Furtlter affiant sayeth not.
£kv—
Agent's Signature
SS-o /v. c>*,I S-f.; IX(Ui XX 7^ol
Agent's Mailing Address
Greyhound Lines, Inc.
Applicant's Name andreww.pugh@fi rstgroup.com
Applicant's e-mail address

ChandrikaMcCamack
Agent's Name & Title

Agent's Telephone Number
600 Vine Street, Suite 1400
Cincinnati, OH 45202
Applicant's Mailing Address


Subscribed and sworn before me this^/ dny of .SspTe^g-gra^ 20 \$>
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Signature of Notary Public
>*&V"X MICHAEL BRUCE ERICKSCml Notary Public. State o» Texas l&ffijM Comm. Expires 04-24-2021 Notary ID 125267995
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EXHIBIT A
PIN(s) Common Address

20-04-104-001-0000 559 West Pershing Road
20-04-104-002-0000 547 West Pershing Road
20-04-104-004-0000 525 West Pershing Road
20-04-104-010-0000 3940 South Normal Avenue
20-04-104-012-0000 3940 South Normal Avenue
20-04-104-013-0000 3926 South Normal Avenue
20-04-104-014-0000 3955 South Wallace Street
20-04-104-015-0000 3937 South Wallace Street
20-04-104-016-0000 3947 South Wallace Street

























)

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I ~ GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:

Greyhound Lines, Inc.
Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
[x] the Applicant
OR
[ ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name:
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:


B. Business address of the Disclosing Party: 600 Vine Street, Suite 1400
Cincinnati, OH 45202
Telephone: 513-419-8693 Fax: Email: andreww.pugh@firstgroup.com
Name of contact person: Andrew Pugh
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):

Request for support of Class 6(b) property tax designation for property loacted at 3940 South Normal Avenue.
Which City agency or department is requesting this EDS? pept- Planning and Development

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification H and Contract #
Ver.20!8-I Page lot" 15

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing [ ] Person
[ ] Publicly registered business corporation [x ] Privately held business corporation [ ] Sole proprietorship [ ] General partnership [ ] Limited partnership [ ] Trust

[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[x]Yes [ ] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of
the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there
arc no such members, write "no members which are legal entities"); (iii) for trusts, estates or other
similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or
limited partnerships, limited liability companies, limited liability partnerships or joint ventures,
each general partner, managing member, manager or any other person or legal entity that directly or
indirectly controls the day-to-day management of the Applicant

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title See attached Schedule A.




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Page 2 of 15

Schedule A
Schedule of Executive Officers and Directors of Applicant

Name Title
David S. Leach President & CEO / Director
William Blankcnship Chief Operating Officer
Scott Spivey Vice President / Director
Chandrika McCormack Chief Financial Officer
Michael Petrucci SVP, General Counsel and Secretary
Rhonda MacAndrews SVP Human Resources
Mike Walker VP Technical Operations
David Phillips VP, GPX
Christina Cahall Asst. Treasurer
Tricia Martinez Asst. Secretary
Christa McAndrew Asst. Secretary
Nancy Eliason Asst. Secretary
Brian Beechem Assfc Secretary
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant

See attached Schedule B.



SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No

If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [x] No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic
partncr(3) and dcacribo the financial interest(s). _


SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 15

Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest /
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstBus Investments Limited 8th Floor, The Point, 37 North Wharf Road, London, W2 1AF, UK 100% Indirect Interest
FirstGroup pic 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.
DLA Piper LLP (US) (retained) 444 W. Lake Suite 900, Chicago, IL 60606 Attorney $5,000 (est.)



(Add sheets if necessary)
[ ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

| ] Yes [ ] No |x j No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes." has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only If the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 of 15

The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC
Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or
charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges diat Compliance witii Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Page 6 of 15

contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

None


Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").
None


13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Page 7 of 15

Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

None

Ifthe letters "NA," the word "None/-' er no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
ln accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ]Yes [x]No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

[ ] Yes [ ] No

3. If you checked "Yes" to Item D(l), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest





4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

Ii. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. Ifthe Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the Cily.

_x_ 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:





SECTION VI -- CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or ifthe letters "NA" or ifthe word "None" appear, it will be conclusively presumed that the Disclosing Party means mat NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A( 1) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded gi ant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Paity certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
[ ] Yes [ ] No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
L J Yes pTNo
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ J Yes [ ] No

If you checked "No" to question (1) or (2) above, please provide an explanation:



Page 10 of 15

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Page 11 of 15
CERTIFICATION
Under penalty oi" perjury, the person signing below; (1) warrants that he/she is authorized lo execute litis EDS. and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS. and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the Cily.

Greyhound Lines, Inc.
(Print or type exact legal name of Disclosing Party)

(Sign here)

Christa McAndrew
(Print or type name of person signing)

Assistant Secretary
(Print or type title of person signing)



Notary Public












I';ihc 12 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Paity or any "Applicable Paity" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[ ] Yes [*]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[ ] Yes [ ] No , fx ] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.























Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.comV generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify tiiat the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ JYes
[ ]No
[x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(1). If you checked "no" to the above, please explain.



















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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Laidlaw Transportation Holdings, Inc.
Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x j a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Greyhound Lines, Inc.
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:


B. Business address of the Disclosing Party: 600 Vine Street. Suite 1400
Cincinnati, OH 45202

C. Telephone: 513-419-8693 Fax: Email: andreww.pugh@firstgroup.com

D Name of contact person- Andrew Pugh
Federal Employer Identification No. (if you have one): _
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Request for support of Class 6(b) property tax designation for property loacted at 3940 South Normal Avenue.
Which City agency or department is requesting this EDS? Pep*- Planning and Development

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification U _ and Contract #
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SECTION II DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[ J Person
[ ] Publicly registered business corporation [x ] Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
[ ] Limited partnership
[ ] Trust
[ ]
[ 1 f .1 [ ]
Limited liability company Limited liability partnership Joint venture
Not-for-profit corporation (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ ] Yes [x] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGA1, ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See attached Schedule A.




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Page 2 of"15

Schedule A
Schedule of Executive Officers and Directors of Laidlaw Transportation Holdings, Inc.

Name Title
Dennis Maple President / Director
Scott Spivey CFO / Director
Michael Petrucci Assistant Secretary
Nancy Eliason Assistant Secretary
Brian Beechem Assistant Secretary
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant

See attached Schedule B.



SECTION III » INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No

If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ]Yes fx] No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partners) and describe the financial interest(s).


SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

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Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstBus Investments Limited 8th Floor, The Point, 37 North Wharf Road, London, W2 1AF, UK 100% Indirect Interest
FirstGroup pic 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.



(Add sheets if necessary)
[x ] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes [ ] No ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only ifthe Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page -4 of 15

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section II(B)( 1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during die 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
—¦ any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the
Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under - common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity:
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ELCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article 1 is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver.2018-1 Page 6 of 15

contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

None


If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A" or "none").

None


13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.

None


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Page 7 of 15

Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

None

Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST TN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ]Yes [x]No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest





4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (I) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

* 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:





SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section Vll. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or ifthe word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
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of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director ofthe Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes | 1 No

If you checked "No" to question (1) or (2) above, please provide an explanation:



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SECTION VII ~ FURTHER ACKNOWLEDGMENTS AND CERTIFICATION

The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Page 11 of 15
CERTIFICATION

Under penally of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf ofthe Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.


Laidlaw Transportation Holdings, Inc.
(Print or type exact leeahnanle of Disclosing Party)
By: iJ^f^W
(Sign here)

Michael Petrucci
(Print or type name of person signing)

Assistant Secretary
(Print or type title of person signing)

Signed and sworn to before me on (date)
at Hamilton; County, Ohio (slate).

[otary Public


Commission expires:










Page 12 of" 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.1 .a., ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city orticial or department head?

[ ] Yes [x] No

If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of IS

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[ ] Yes [xjNo
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No |x ] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.























Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or odier professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes
[ ]No
fx ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.



















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CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
Laidlaw Transportation, Inc.
Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Greyhound Lines, Inc.
OR
- 3. [ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:


B. Business address ofthe Disclosing Party: 600 Vine Street. Suite 1400
Cincinnati, OH 45202
Telephone: 513-419-8693 Fax: Email: andreww.pugh@firstgroup.com
Name of contact person: Andrew Pugh
Federal Employer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Request for support of Class 6(b) property tax designation for property loacted at 3940 South Normal Avenue.
Which City agency or department is requesting this EDS? Dept. Planning and Development

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # ; and Contract #
Ver.2018-1 Page 1 of 15

SECTION II « DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
[ ] Person
[ J Publicly registered business coiporation [xj Privately held business corporation
[ ] Sole proprietorship
[ ] General partnership
[ J Limited partnership
[ ;I Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ J Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of
the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there
are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other
similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or
limited partnerships, limited liability companies, limited liability partnerships or joint ventures,
each general partner, managing member, manager or any other person or legal entity that directly or
indirectly controls the day-to-day management ofthe Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title See attached Schedule A.




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Page 2 of 15

Schedule A
Schedule of Executive Officers and Directors of Laidlaw Transportation, Inc.

Name Title
Scott Spivey Chief Financial Officer / Director
Michael Pctrucci SVP, General Counsel & Secretary / Director
Christa McAndrew Asst. Secretary
Nancy Eliason Asst. Secretary
Brian Beechem Asst. Secretary
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant

See attached Schedule B.



SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS'? [ ] Yes [x] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No

If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation: \_



Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [x] No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic
partner^) and describe the financial intcrcat(a).



SECTION IV -- DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Paity is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 15

Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup America. Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstBus Investments Limited 8th Floor, The Point, 37 North Wharf Road, London, W2 1AF, UK 100% Indirect Interest
FirstGroup pic 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
[x ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[This paragrapn t applies only ifthe Matter is a contract being handled by the City's Department of— Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 of 15

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have nol, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents"). !

Page5ofl5

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City^ the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a paity to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC
Chapter 1-23, Article I fur applicability and defined terms] ofthe Applicant i3 currently indicted or
charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Page 6 of!5

contractor/subcontractor that docs not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Patty is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

None


If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None


13. To the best ofthe Disclosing Party's knowledge afterreasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution dale of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."

Page 7 of 15

Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

None

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best-of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ] Yes [x] No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otiierwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
3. If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest





4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:





SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or ifthe word "None" appeal', it will be conclusively presumed that the Disclosing Party means that NO persons or entities, registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, die Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
I J Yes PTNo
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:



Page 10 of IS

SECTION VII -
- FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ediics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Page 11 of 15
CERTIFICATION
Under penalty of perjury, ihe person signing below: (1) warrants thai he/she is authorized to execute ihis EDS. and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS. and all applicable Appendices, are true, accurate and complete as ofthe date furnished lo the City.


Laidlaw Transportation, Inc.
(Pr int or type exact leaal name of Disclosing Party)

(Sign here)
_Chnsta McAndrew
(Print or type name of person signing)

_As?.lslant Secretary
(Print or type title of person signing)

Signed and sworn to before me on (date) S 2-Q /
at Hamilton County, Ohio (state).














Pat!- of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section U.B.l.a., ifthe Disclosing Party is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ] Yes [x] No

If yes, please identify below (1) the name and title of such person, (2) the name ofthe legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of IS

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is. not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[ ] Yes [x]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No (x ] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.























Page 14 of .15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. T also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes

[ ]No
[x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.



















Page 15 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing'Party submitting this EDS. Include d/b/a/ if applicable:
FirstGroup International, Inc.

Check ONE ofthe following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Greyhound Lines, Inc.
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name of the entity in which the Disclosing Party holds a right of control:


B. Business address of the Disclosing Party: 600 Vine Street, Suite 1400
Cincinnati, OH 45202

C. Telephone: 513-419-8693 Fax: • Email: andreww.pugh@firstgroup.com

¦D. Name, of contact person- Andrew Pugh
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Request for support of Class 6(b) property tax designation for property loacted at 3940 South Normal Avenue.
Which City agency or department is requesting this EDS? Pept- Planning and Development

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # ¦ and Contract #
Ver.2018-1 Page 1 of 15

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing [ ] Person
[ ] Publicly registered business corporation [x ] Privately held business corporation [ J Sole proprietorship [ ] General partnership [ ] Limited partnership f j Trust

f J Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ j No [ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ ] Yes [x] No [ ] Organized in Illinois
B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of. (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See attached Schedule A.




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Page 2 oft 5

Schedule A
Schedule of Executive Officers and Directors of FirstGroup International. Inc.

Name Title
Scott Spivey Chief Financial Officer / Director
Michael Petrucci SVP, General Counsel & Secretary / Director
Christina Cahall Asst. Treasurer
Christa McAndrew Asst. Secretary
Nancy Eliason Asst. Secretary
Brian Beechem Asst. Secretary
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant

See attached Schedule B.



SECTION III -- INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

I las the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x]No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No

If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:


Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [x] No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic partners) and describe the financial interest(s).


SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

[>age3oi\15

Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstBus Investments Limited 8th Floor, The Point, 37 North Wharf Road, London, W2 1AF, UK 100% Indirect Interest
FirstGroup pic 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) ' "hourly rate" or "t.b.d." is
not an acceptable response.



(Add sheets if necessary)
[x ] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No fx ] No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 of 15

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
¦ any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the
Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or,.with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of die Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a paity to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission'of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Vcr.2018-1 Page 6 of 15

contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. If the Disclosing Parly is unable to certify lo any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

None


If the letters "NA," the word "None," or ho response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None


13. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, ofthe City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient. '
None


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, dien the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Page 7 of IS

Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

None

Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN COT BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ] Yes [x] No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l). skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

|; j Yes [ ] No
If you checked "Yes" to Item D(l). provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest





4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

H. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

_^ 1. The Disclosing Party verifies "that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:





SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of lyyD, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "N A" or if die word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any person or entity to influence or attempt to influence an officer or employee of any agency, as defined by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee Vcr.2018-1 Page9ofl5

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
[ ] Yes [ ] No

If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No L J Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[. I Yes [ ] No

If you checked "No" to question (1) or (2) above, please provide an explanation:



Page 10 of 15

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.







Page 11 of 15
CERTIFICATION

Under pcnaity of perjury, the person signing below: (1) warrants that he/she is authorized lo execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this FDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

FirstGroup International, Inc.
(Print or type exact legal name of Disclosing Party)
(.Sign here)

Cl iii sta McAudrew
(Print or type name of person signing)

Assistant Secretaiy
(Print or type t itle of person signing)

before me on (date) _ 3 A:) 7 ,

County, jQhio


a* JdanyilfiEL>7_
Notary Public











Pu!il- 12 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party'' or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section ILB.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof
currently have a "tamitiat relationship" With an elected cily uffitial ui department head?

[ ] Yes [x] No

If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title ofthe elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 o("15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[ ]Yes [*]No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No (x ] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.























Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ JYes
[ ] No
[x ] N/A - I am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.



















Page 15 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
FirstGroup US Holdings
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x ] a legal entity currendy holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Greyhound Lines, Inc. .
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (sec Section D.(BX1)) State the legal name of the entity in which the Disclosing Party holds a right of control:

B. Business address of the Disclosing Party: . 395 King. Street, Aberdeen, AB24 5;RP,UK
Telephone:, +4412224 650 043 Fax: Email: sshnmiLGUbot«-vi^^itgroup.<:om
Name of contact person: Silvana Glibota-Vigo
Federal Employer Identification No. (if you have one): ;.-
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Request for support of Class 6(b) property tax designation for property loacted at 3940 South r^rnia|Avenue.
G. Which City agency or department is requesting this EDS? Pept- Planning and Development
If the Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification ft and Contract tt .__
Ver.2018-1 Paget of 15

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
I ] Person [ J Limited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business coiporation [ ] Joint venture
[ ] Sole proprietorship [ ] Not-for-profit corporation %|
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership [ ] Yes [ ] No
[ ] Trust [x] Other (please specify)
Private Unlimited Company
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: United Kingdom
For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x] No [ ] Organized in Illinois
IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management ofthe Applicant.
NOTE: Each legal entity listed below must submit an EDS on its own behalf.
Name Title See attached Schedule A.



2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest Ln a partnership or joint venture, interest of a member or manager in a

Page 2 of 15

Schedule A
Schedule of Executive Officers and Directors of FirstGroup US Holdings

Name Title
Michael Hampson Company Secretary
Nick Chevis Director
Duncan Collie Director
Will Forbes Director
Matthew Gregory Director
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
See attached Schedule B.


SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ]Yes [x]No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City elected official during the 12-monmrjeriodfollovflngme dateofthisEDS? [ ] Yes [x]No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:


Does any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [x] No
If "yes," please identify below the name(s) of such City elected officials) and/or spouse(s)/domestic
partners) and describe the financial interests).


SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney,
lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity
whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as
the nature of the relationship, and the total amount of the fees paid or estimated to be paid. The
Disclosing Party is not required to disclose employees who are paid solely through the Disclosing
Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this
Section, the Disclosing Party must cither ask the City whether disclosure is required or make the
disclosure, i

Page 3 of 15

Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstBus Investments Limited 8th Floor, The Point, 37 North Wharf Road, London, W2 1AF, UK 100% Indirect Interest
FirstGroup pic 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained ) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
[x ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes [ ] No |x ] No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

T. [This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).

2. The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page4ofl5

.: -jrjje Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities "Notified in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with conimitting any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section TV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly; controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, pny Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 LLCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] ofthe Applicant is currently indicted or
rharflf-H uritViJ nr ha<; aHmittprl guilt nf, nr has ftver heen ranvir-.ted of, or plnred unrW supervision for,
any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1 -23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Ver.2018-1 Page 6 of 15

J^tractor/subcontractor that does not provide such certifications or that the Applicant has reason to i'tjeiieve has not provided or cannot provide tmthful certifications.
j 1. If the Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

None

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None


13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
f ] is [x ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2- 32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business with the City."

Page 7 of IS

Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

Nose

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Parry's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ] Yes [x] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
I J Yes [ JNo
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest




4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

CERTIFICATION REGARDING SLAVERY ERA BUSINESS
please check either (1) or (2) below. If the Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
_* 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:





SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or if the letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
pen|on or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy ofthe statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section
501 (c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4).above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
r 1 Yes [ ]No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No
If you checked "No" to question (1) or (2) above, please provide an explanation:
t
Page 10 of 15

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The DiscJosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, TL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If me City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT BVELIGDJBLJTY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.







Page 11 of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this.EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City. i

FirstGroup US Holdings I (Print or type exact legal name of Disclosing Party)

(Sign here)

(Print or type name of person signing)





Signed and swom to before, me on (date) W
Notary Public
Commission expires:
lU£Tr1
SALLY FELIX OA SILVA - NOTARY PUBLIC
My commission expires with life
9 Cartos Place London W1K 3AT
44 (0) 20 7489 ?fir>ft '
»ww.notarypub!icMandan:cam notaiY@nolafYpublicihlondon.coin












Page 12 ci lS






CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A
FAMILIAL RELATIONSIHPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in tbe Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if* as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party means (1) all executive officers of the Disclosing Party listed in Section H.B.1.&, if the Disclosing Party is a corporation; all partners ofthe Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.








Page 13 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX B
BUILDING CCUffi^COEFlAW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[]Yes p]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No fx ] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.




















Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.arnlegal.comV generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
t ] Yes
[ ]No
[x ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.

















Ver.201 S-1 Page 15 oflS

t


CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
FirstGroup American Investments
Check ONE ofthe following three boxes:
Indicate whether the Disclosing Parly submitting this EDS is:
[ ] the Applicant
OR
[x ] a legal entity currently holding, or anticipated to hold within six months after Cily action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Greyhound Lines, Inc. __
OR
( ] a legal entity widi a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:

B. Business address of the Disclosing Party: 395 King Street, Aberdeen, AB24 5RP, UK
Telephone: +4412324 650 043 Fax: Email: suvaiR.Giibon-vigo@Bfitgroup.com
Name of contact person: Silvana Glibota-Vigo
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Request for support of Class 6(b) property tax designation for property loacted at 3940 South Normal Avenue.
Which City agency or department is requesting this BPS? DePt- Planning and Development
Ifthe Matter is a contract teing handled by the City's Department of Procurement Services, please complete the following:
Specification ff and Contract #
Vcr.2018-I Page loll?

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
NATURE* OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
[ ] Person t 1 l imited liability company
[ ] Publicly registered business corporation [ ] Limited liability partnership
[ ] Privately held business corporation [ ] Joint venture
[ J Sole proprietorship [ ] Not-for-profit corporation
[ ] General partnership (Is the not-for-profit corporation also a 501(c)(3))?
[ ] Limited partnership \ } Yes [ J No
f ] Trust [x] Other (please specify)
Private Unlimited Company
For legal entities, the state (or foreign country) of incorporation or organization, if applicable: United Kingdom
For legal entities not. organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
t ] Yes [xl No [ ] Organized in Illinois
IF THE DISCLOSING PARTY IS A LEGAL ENTITY:
I. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any. which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ven tures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-to-day management of the Applicant.
NOTE; Each legal entity listed below must submit an EDS on its own behalf.

Name . Title
Sea attached Schedule A.



1. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% of the Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a t
Ver.2018-! Page 2 of IS

Schedule A
Schedule of Executive Officers and Directors of FirstGroup American Investments

Name Title
Michael Hampson Company Secretary
Nick Chevis Director
Duncan Collie Director
Will Forbes Director
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its ow:i behalf.
Name Business Address Percentage Interest in the Applicant
See attached Schedule B.


SECTION III — INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDSY f 1 Yes [x] No
Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No
If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:


Does any City elected official or, to the best of the. Disclosing Party's knowledge after reasonable
inquiry, any City elected'official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal- Code of Chicago ("MCC)) in the Disclosing Party?
[ ] Yes fx] No
If "yes," please identify below the namc(s) of such City elected official(s) and/or spouse(s)/domestic partners) and describe the financial iuterest(s).


SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain ia connection with tbe Matter, as well as the nahire of the relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must cither ask the City whether disclosure is required or make the disclosure.
»
Page 3 of 15

Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest iu Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, Oil 45202 100% Direct Interest
Laidlaw Transportation, Inp. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup-American Investments 395 King Street, Aberdeen, AB24 5RP, UK 100%.Indireci Interest
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 140.0* Cincinnati, OH 45202 100% Indirect Interest
FirstBus lnyestmentFirstGroup pic 395 King Street, Aberdeen, • AB24 5RP, UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
fx J Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V -- CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No lx ] No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ]Yes [JNo
FURTHER CERTIFICATIONS

[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department ot Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 of 15

She -Disclosing Party and, if the Disclosing Paity is a legal entity, all oi those persons or entities iniified in Section 11(B)(1) of this EDS:
• are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily ^excluded from any transactions by any federal, state or local unit of government;
b; have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction: a violation of federal or state antitrust statutes; fraud: embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) widi committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of Uiis EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the Gity or by the federal government any state, or any other unit of local government
4. The Disclosing Party understands and shall comply wilh the applicable requirements of MCC
Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
5. Certifications (5), (6) and (7) concern:
« the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV/"Disclosure of Subcontractors and Oilier Retained Parties");
« any "Affiliated Entity" (meaning a> person or entity that, directly or mdirectly: oontruls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility, of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party,
i any Contractor or any Affiliated Entiiy (collectively "Agents").

Page5ofl5

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Tarty or any Contractor, nor any Agents have, during the 5 yeais before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such ConU actor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's ui employee's official capacity;
agreed or colluded widi other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement te bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
Violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Cotrtracts Requiring a Base Wage); (a)(5XDebarment Regulations); or (aX6)(Minimum Wage Ordinance),

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1.) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33Er4; or (3) any similar offense of any state or ofthe. United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (f) Neither the Applicant nor any "controlling person" [seg MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or cliCTgud with, ot has admitted guilt of, ui lias e vei been cunviUed of, ui plated uitdei supei vision foi,— any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23. Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use. nor permit their subcontractors to use, any facility listed as having an active exclusion by the I J.S. F.PA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of the City, use any such
Ver^OlS-l Page 6 of 15

i,of/i(ubcontractor that docs not provide such certifications or that the Applicant has reason to • has not provided or cannot provide trutliful certifications.
f'^f'the Disclosing Party is unable to certify to any of the above statements in this Part B (Further ^ jjjjications), the Disclosing Party must explain below:

None

ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively -presumed that the Disclosing Party certified to the above statements.
12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Parl y who were, at any time during the 12-monfh period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none; indicate with "N/A" or "none").
None


13. To the best of the Disclosing Party's knowledge after reasonable inquiry, (he following is a complete list of all gifts that the Disclosing Parry has given or caused to be given, at any time during the !2--month period preceding the execution date of this EDS. to an employee, or elected or appointed official, of the City of Chicago, Fdr purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None


C. CERTLFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ J is [x ] is not
a "financial instihition" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Paity IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Page 7 of 15

If the Disclosing Parly is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

None

Ifthe letters "NA," the word ''None," or no response appears on the lines above, il will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY RUSINESS
Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best ofthe Disclosing Parly's knowledge after reasonable inquiry, does any official or employee ofthe City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?
[ ] Yes [xj.No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(1), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale")i Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
3. If you checked 1,Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest




4. The Disclosing Party further certifies that no prohibited financial interest in the rvfatter will be acquired by any City official or employee. t
»
Ver.20l8-l Page8oflS

I:- '


E. CERTIFICATION REGARDING SLAVERY FRA BUSINESS
Please check either (1) or (2) below. If the Disclosing Party checks (2). the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Parry and any and all predecessor entities regarding records of investments or profits .from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:





SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and procceds of debt obligations of*the City are not federal funding.
A. CERTIFICATION REGARDING LOBBY ING
I. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the hues above, or ifthe letters "NA" or if the word "None'1 appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of die Disclosing Party with respect to the Matter.)
2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities ot to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-i Page 9 nil 5

of a membei of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or lo extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
Tne Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization descr ibed in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995. as amended.
Ifthe Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the DisclosingParty must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORT1JNITY
If die Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.
Is the Disclosing Party the Applicant?
[ ] Yes [ JNo
If"Yes," answer the three questions bejow:
1, Have you developed and. do you have on file affirmative action programs pursuant to applicable
federal regulations? (See 41 CFR Part 60-2.)
I ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
f 1 Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or suboontiacls subject to the equal opportunity clause?
I ]Yes [ ]No
If you checked "No" to question (1) or (2) above, please provide an explanation:



Page 10 of 15

joN VH - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
^isclosmg Paily undci-staxids and agrees that:
^ . The certifications, disclosures, and acknowledgments contained in this EDS will become part of any Contract or other agreement between the Applicant and the City in connection with the Matter, whether ''(procurement, City assistance, or other City action, and are material inducements to the City's execution ."• of any contract or taking other action with respect to the Matter. The Disclosing Pai ty understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicaBo.org/Ethics , and may also be obtained from the City's Board of Ethics. 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must' comply fully with flu's ordinance.
If the Gity determines that any information provided in this EDS is false; incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of die information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom oflnformation Act-request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City iri,connection with the public release of information contained in this EDS and'olso authorizes the City to verify the accuracy of dny information submitted in this EDS.
E. The information provided in this EDS must be kept current: In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article f (imposing PERMANENT INELIGIBILITY for certain specified offenses), the infonnation provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.







Page II ofJ5
CERTIFICATION
Under penalty of perjury, the person signing below: (I) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

FirstGroup American Investments
(Pri nt or type exact legal name of Disclosi ng Party)

(Sign here)

(Print or type name of person signing)
Co vwy^ K9M^ SBOK-en-^^^
(Print or type title of person signing)



84UYFBUX PA 6I|JM ? NSfARV PUBUC
My wmmJMjo/) 8»(rie? wffli life
9 CsilW PteoflUfldon W1K 3AT <4 (0)20 7489 2605
Kw^rtBiypublldnlondon.epm notary Sri otatypubfldnlondon.cqm














Page 12 of 15

!
i }
i
CITY OF CHICAGO !j ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A
FAMILIAL RELATIONSHI PS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
T Jnder MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department bead. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party' or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or.any city department head as spouse or domestic partner or as any of the following, whether by blood or adoption; parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, fatherrjn-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section n.B.1 .a., if the Disclosing Parry is a corporation; all partners ofthe Disclosing Party, if the Disclosing Party is a general partnership; all generalpartricrs and limited partners of the Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and'members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any rjetsori having more man a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently haye a "familial relationship" with an elected city official or department head?
[ ] Yes [x]No-
Tf yes, please identify below (1) the name and title of such person, (2) the name of the legal entity (o which such person is connected; (3) the name and title of (lie elected city official or department head to whom such person has a. familial relationship, and (4) the precise nature of such familial relationship.






i

Page 13 of 15
CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX B
BUILDING CODESCOFJB1AW/PROBLEM LANDLORD CERTIFICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
1. Pursuant td MCC Section 2-154-oiO, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ 1 Yes
2. If the . Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw dr problem landlord pursuant to MCC Section 2-92-416?
fx ] The Applicant is not publicly traded on any exchange.

3. If yes to (1) or (2) above, pjease identify below the name of each person or legal entity identified as a "building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.




















Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX C
f PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION
'This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor'" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license,: grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,*I hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. 1 also certify that the Applicant lias adopted a policy that includes those prohibitions.
[]Ycs
UNo,,
[x j N/A -1 am not an Applicant that is a "contractor" as defiried-iri MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.















t

Page 15 of 15

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS

A. NATURE OF THE DISCLOSING PARTY
[ ] Person
[ ] Publicly registered business coiporation [x] Privately held business coipuiatrcm
[ ] Sole proprietorship
[ ] General partnership
[ ] Limited partnership
[ ] Trust
[ ] Limited liability company
[ ] Limited liability partnership
[ ] Joint venture
[ ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [ ] Other (please specify)

2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable-Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?

[ x] Yes [ ] No [ ] Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of
the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there
are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other
similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or
limited partnerships, limited liability companies, limited liability partnerships or joint ventures,
each general partner, managing member, manager or any other person or legal entity that directly or
indirectly controls the day-to-day management of the Applicant. :

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name Title See attached Schedule A.




2. Please provide the foi lowing, information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Page 2 of 15

Schedule A
Schedule of Executive Officers and Directors of FirstGroup America, Inc.

Name Title
Scott Spivcy Chief Financial Officer / Director
James Tippen SVP Finance / Director
Michael Petrucci SVP, General Counsel & Secretary / Director
Christina Cahall Asst. Treasurer
Christa McAndrew Asst. Secretary
Nancy Eliason Asst. Secretary
Brian Beechem Asst. Secretary
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant

See attached Schedule B.



SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x] No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [x] No

If "yes" to either of the above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:



Docs any City elected official or, to the best of the Disclosing Party's knowledge after reasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
[ ] Yes [x] No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic
partner(s) ana describe the linancial interests).


SECTION IV ~ DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES

The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature ofthe relationship, and the total amount ofthe fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 15

Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati. OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstBus Investments Limited 8th Floor, The Point, 37 North Wharf Road, London, W2 1AF, UK 100% Indirect Interest
FirstGroup pic 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
[x ] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V ~ CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE

Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more ofthe Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ ] Yes [ ] No rx ] No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes." has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[inis paragrapn t applies only Ifthe Matter is a cuittiaet being handled by die City's Department of— Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity ("see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 of 15

Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.



(Add sheets if necessary)
fx ] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?

[ J Yes [ ] No lx ] No person directly or indirectly owns 10% or more ofthe Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 of 15

The Disclosing Party and, if the Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during die 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civi! judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
« arty "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the
Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any other official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with .respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency ofthe federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a paity to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is .a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or ofthe United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent ofthe City, use any such
Ver.2018-1 Page 6 of 15

contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. Ifthe Disclosing Party is unable to certify to any ofthe above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

None


If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best ofthe Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed'official, of the City of Chicago (if none, indicate with "N/A" or "none").
None


13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
f 1 is [x ] is not
a "financial institution" as defined in MCC Section 2-32-455(b).
Ifthe Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Page 7 of 15

If the Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32. explain here (attach additional pages if necessary):

None

Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2rl56 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ J Yes [x] No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

[ ] Yes [ ] No
If you checked "Yes" to Item D(l), provide the names and business addresses of the City officials or employees having such financial interest and identify the nature of the financial interest:

Name Business Address Nature of Financial Interest





4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check either (1) or (2) below. Ifthe Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

_x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:





SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts Oil behalf uf the Distlusing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or ifthe letters "NA" or ifthe word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter.)

2. T he Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law. a member of Congress, an officer or employee of Congress, or an employee
Ver.2018-1 Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes [ ] No
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
| J Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ] Yes [ ] No

If you checked "No" to question (1) or (2) above, please provide an explanation:



Page 10 of IS

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between die Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or uansactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics , and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
If the City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all ofthe information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.

E. The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. Ifthe Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article 1 (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Page 11 of!5
CSiKTlFICATION

Under penally ol'perjury, the person signing below: (1) warrants that he/she is authorized to.execute this F,DS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants thai all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.

Tii stGroup America, Inc.
(Print or type exact legal name of Disclosing Party)
By.jS^I
(Sign here)

ChnsU McAndrew
(Print or type name of person signing)

Assistant Secretary
(Print or type title of person signing)


Signed and sworn to before me on


County, Qhio











Pat',0 12 iif IS

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Paity" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed,, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers ofthe Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners ofthe Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof
currently nave a "tamuiai relationship" with an elected city official or department head?

[ ] Yes [x] No

If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is die Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

| ] Yes [x]No
Ifthe Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

| J Yes [ ] No |x ] The Applicant is not publicly traded on any exchange.
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.























Page 14 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

TTiis Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ). generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.

[ ] Yes

[ ]No
[x] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.



















Page 15 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT

SECTION I -- GENERAL INFORMATION
A. Legal name ofthe Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
FirstGroup Investment Corporation
Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Greyhound Lines, Inc.
OR
[ ] a legal entity with a direct or indirect right ofconbol ofthe Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:


B. Business address of the Disclosing Party: 600 Vine Street, Suite 1400
Cincinnati, OH 45202
Telephone: 513-419-8693 pax: Email: andreww.pugh@firstgroup.com
Name of contact person: Andrew Pugh
Federal Employer Identification No. (if you have one):
Brief description of the Matter to which this EDS pertains. (Include prqject number and location of property, if applicable):
Request for support of Class 6(b) property tax designation for property loacted at 3940 South Normal Avenue.
Which City agency or department is requesting this EDS? Dept. Planning and Development

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #
Ver.2018-1 PageToflS

SECTION II -- DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing Party:
] Person [ ]
] Publicly registered business coiporation [ J
x] Privately held business corporation { ]
] Sole proprietorship [ ]
] General partnership (Is
] Limited partnership
; ] Trust [ ]

Limited liability company Limited liability partnership Joint venture Not-for-profit coiporation the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No Other (please specify)

2. For, legal entities, the state (or foreign country) of incorporation or organization, if applicable: Delaware

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ ] Yes [x ] No [ ] Organized in Illinois

B. IF THE DISCLOSING PARTY IS A LEGAL ENTITY:

1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of
the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there
are no such members, write "no members which, are legal entities"); (iii) for trusts, estates or other
similar entities, the trustee, executor, administrator, or similarly situated party; (iv) for general or
limited partnerships, limited liability companies, limited liability partnerships or joint ventures,
each general partner, managing member, manager or any other person or legal entity that directly or
Indirectly controls the day-tu-day inaiiaguiiciit ofthe Applicant.

NOTE: Each legal entity listed below must submit an EDS on its own behalf.

Name - Title
See attached Schedule A.




2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after City action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Page2ofI5

Schedule A
Schedule of Executive Officers and Directors of FirstGroup Investment Corporation

Name Title
Scott Spivey Chief Financial Officer / Director
Michael Petrucci SVP, General Counsel & Secretary / Director
Christina Cahall Asst. Treasurer
Christa McAndrew Asst. Secretary
Nancy Eliason Asst. Secretary
Brian Beechem Asst. Secretary
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity. If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant

See attached Schedule B.



SECTION HI - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS

Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS? [ ] Yes [x]No

Does the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [xj No

If "yes" to either ofthe above, please identify below the name(s) of such City elected official(s) and describe such income or compensation:


Does any City elected official or, to the best ofthe Disclosing Party's knowledge after reasonable inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in Chapter 2-156 of the Municipal Code of Chicago ("MCC")) in the Disclosing Party? [ ]Yes [x]No

If "yes," please identify below the name(s) of such City elected official(s) and/or spouse(s)/domestic
partner^ and describe the financial inleiest(s). : ¦



SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapter 2-156), accountant, consultant and any other person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of die relationship, and the total amount of the fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. Ifthe Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 15

Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirsfBus Investments Limited 8th Floor, The Point, 37 North Wharf Road, London, W2 1AF.UK 100% Indirect Interest
FirstGroup pic 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.




(Add sheets if necessary)
[x ] Check here if the Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
[ ] Yes [ ] No I* ] No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?

[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department uf— Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contract in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Pagc4ofl5

The Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities identified in Section 11(B)(1) of this EDS:

are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embezzlement; theft; forgery; bribery; falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any of the offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS, been convicted, adjudged guilty, or found liable in a civil proceeding, of in any criminal or civil action, including actions,concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.
The Disclosing Party understands and shall comply with the applicable requirements of MCC Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics).
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosing Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section IV, "Disclosure of Subcontractors and Other Retained Parties");
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the Disclosing Party, is controlled by the Disclosing Party, or is, with the Disclosing Party, under common control of another person or entity): Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared facilities and equipment; common use of employees; or organization of a business entity following the ineligibility of a business entity to do business with federal or state or local government,
. including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that directly or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official ofthe Disclosing Party, any Contractor or any Affiliated Entity or any-other official, agent or employee of the Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible official of the Disclosing Party, any Contractor or any Affiliated Entity (collectively "Agents").

Page 5 of 15

Neither the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee of the City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(Contracts Requiring a Base Wage); (a)(5)(Debarment Regulations); or (a)(6)(Minimum Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of 720 ILCS 5/33E-3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" [see MCC
rimjilpi Ai-ti.-ln T t'fw /ipplinnhiliry nnrl dnfinnd Iprmf] nf lht> Applirant is r-nrrently indicted r>r
charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy to commit bribery, theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee of the City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article I is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1-23, Article I applies to the Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY) The Applicant and its Affiliated Entities will not use, nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of die City, use any such
Page6ofl5

contractor/subcontractor that does not provide such certifications or that the Applicant has reason to believe has not provided or cannot provide truthful certifications.

11. Tf the Disclosing Party is unable to certify to any of the above statements^ this Part B (Further Certifications), the Disclosing Party must explain below:

None


Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees ofthe Disclosing Party who were, at any time during the 12-month period preceding the date of this EDS, an employee, or elected or appointed official, ofthe City of Chicago (if none, indicate with "N/A" or "none").
None


13. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, to an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally available to City employees or to the general public, or (ii) food or drink provided in the course of official City business and having a retail value of less than $25 per recipient, or (iii) a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name ofthe City recipient.
None


C. CERTIFICATION OF STATUS AS FINANCIAL INSTITUTION
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is fx 1 is not
a "financial institution" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is, and none of them will become, a predatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss ofthe privilege of doing business with the City."

Page 7 of 15

Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here (attach additional pages if necessary):

None

If the letters "NA," the word ""None",'" or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS

Any words or terms defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
In accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of any other person or entity in the Matter?

[ ] Yes [x] No

NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). If you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in the name of any other person or entity in the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit ofthe City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.

Does the Matter involve a City Property Sale?

[ ]Yes [ ]No

3. If you checked "Yes" to Item D(l), provide the names and business addresses ofthe City officials or employees having such financial interest and identify the nature ofthe financial interest:
Name Business Address Nature of Financial Interest





4. The Disclosing Party further certifies that no prohibited financial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

E. CERTIFICATION REGARDING SLAVERY ERA BUSINESS

Please check, either (1) or (2) below. Ifthe Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.

x 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage to or injury or death of their slaves), and the Disclosing Party has found no such records.

2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Paity has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including the names of any and all slaves or slaveholders described in those records:





SECTION VI - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS

NOTE: If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by . the City and proceeds of debt obligations of the City are not federal funding.

A. CERTIFICATION REGARDING LOBBYING

1. List below the names of all persons or entities registered under the federal Lobbying Disclosure Act of 1995, as amended, who have made lobbying contacts on behalf of the Disclosing Party with respect to the Matter: (Add sheets if necessary):




(If no explanation appears or begins on the lines above, or ifthe letters "NA" or if the word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1995, as amended, have made lobbying contacts on behalf ofthe Disclosing Party with respect to the Matter.)

2. The Disclosing Party has not spent and will not expend any federally appropriated funds to pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities or to pay any
person or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an officer or employee of Congress, or an employee
Vcr.20l8-l" Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs A(l) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986: or (ii) it is an organization described in section 501(c)(4) of the Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that term is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(l) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration ofthe Matter and must make such certifications promptly available to the City upon request.

B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY

If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations.

Is the Disclosing Party the Applicant?
[ ] Yes [ ] No
If "Yes," answer the three questions below:
Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.)
[ ] Yes
Have you filed with the Joint Reporting Committee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes [ ] No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
[ ]Yes [ ]No '
If you checked "No" to question (1) or (2) above, please provide an explanation:



Page lOoflS

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS will become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contract or taking olher action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and regulations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.cityofchicago.org/Ethics . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500. Chicago, IL 60610, (312) 744-9660. The Disclosing Party must comply fully with this ordinance.
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or other agreement in connection with which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is the City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may be made publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this EDS must be kept current. In the event of changes, the Disclosing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being handled by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1-23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.








Page 11 of 15
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this F.DS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants lhal all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as ofthe date furnished to the City.

FirstGroup Investment Corporation
( Print or type exact legal name of Disclosing Party)

(Sign here)

Ch r i si a McAndrew
(Print or lype name of person signing)

Assistant Secretary
(Print or type title of person signing)



at Hamilton


County, Ohio-
Notary Public

Commission expires:












hute 11 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX A

FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.

Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Paity" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any ofthe following, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.

"Applicable Party" means (1) all executive officers of the Disclosing Party listed in Section II.B.l.a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, ifthe Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, ifthe Disclosing Party is a limited partnership; all managers, managing members and members ofthe Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

Does the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?

[ ] Yes [x] No

If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationship, and (4) the precise nature of such familial relationship.









Page 13 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX B

BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTIFICATION

This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"). It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[ ] Yes [x]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?
[ ] Yes [ ] No (x ] The Applicant is not publicly traded on any exchange.


3. If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.























Page 14 ofJ5

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
APPENDIX C

PROHIBITION ON WAGE & SALARY HISTORY SCREENING - CERTIFICATION

This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or other professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.

On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-3 8 5(b)(1) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. I also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ]Yes
[ ]No
[x ] N/A -1 am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(c)(l). If you checked "no" to the above, please explain.



















Page 15 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I - GENERAL INFORMATION
A. Legal name of the Disclosing Party submitting this EDS. Include d/b/a/ if applicable:
FirstBus Investments Limited
Check ONE of the following three boxes:
Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x J a legal entity currently holding, or anticipated to hold within sixmonihs after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the.Applicant's legal
name: Greyhound Lines, Inc. .
OR
[ ] a legal entity with a direct or indirect right of control ofthe Applicant (see Section DfBXl)) State the legal name ofthe entity in which the Disclosing Party holds aright of-control:

B. Business address ofthe Disclosing Party: 8th floor. The Point, 37 North Wharf Road, London, W^iaf, UK
Telephone: 44412224350 043 pnx: Email: sayin^Giihotii-viBoannttyniiDjnm
Name of contact person: Silvana Glibota-Vigo
Federal Employer Identification No. (if you have one): ,
Brief description of the Matter to which this EDS pertains. (Include project number and location of property, if applicable):
Request for support of Class 6(b) property tax designation for property loacted at 3940 South Normal Avenue.
Which City agency or department is requesting this EDS? Pept- Planning and Development
Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:
Specification # _ and Contract #
Vei.2018-1 Page 1 of IS

SECTION II - DISCLOSURE OF OWNERSHIP INTERESTS
A. NATURE OF THE DISCLOSING PARTY
1. Indicate the nature of the Disclosing
[ ] Person
[ J Publicly registered business coiporation
[ ] Privately held business corporation
f J Sole proprietorship
[ ] General partnership
[ ] Limited partnership
[ ] Trust
Party:
[ ] Limited liability company
[ J Limited liability partnership
[ ] Joint venture
( ] Not-for-profit corporation
(Is the not-for-profit corporation also a 501(c)(3))?
[ ] Yes [ ] No [x] Other (please specify)
Private Limited Company
2. For legal entities, the state (or foreign country) of incorporation or organization, if applicable: United Kingdom

3. For legal entities not organized in the State of Illinois: Has the organization registered to do business in the State of Illinois as a foreign entity?
[ J Organized in Illinois
B. IF THE'DISCLOSING PARTY IS A LEGAL ENTITY:
1. List below the full names and titles, if applicable, of: (i) all executive officers and all directors of the entity; (ii) for not-for-profit corporations, all members, if any, which are legal entities (if there are no such members, write "no members which are legal entities"); (iii) for trusts, estates or other similar entities, the trustee, executor, administrator, or similarly situated party; (iy) for general or limited partnerships, limited liability companies, limited liability partnerships or joint ventures, each general partner, managing member, manager or any other person or legal entity that directly or indirectly controls the day-lo-day management of the Applicant.
NOTE: Each legal entity listed below must submit an FJDS on its own behalf.
Name Title See attached Schedule A.



2. Please provide the following information concerning each person or legal entity having a direct or indirect, current or prospective (i.e. within 6 months after Cily action) beneficial interest (including ownership) in excess of 7.5% ofthe Applicant. Examples of such an interest include shares in a corporation, partnership interest in a partnership or joint venture, interest of a member or manager in a

Ver.2018-1 Page 2 of 15

Schedule A
Schedule of Executive Officers and Directors of FirstBus Investments Limited

Name Title
Michael Hampson Company Secretary
Nick Chevis Director
Duncan Collie Director
Will Forbes Director
limited liability company, or interest of a beneficiary of a trust, estate or other similar entity, If none, state "None."
NOTE: Each legal entity listed below may be required to submit an EDS on its own behalf.
Name Business Address Percentage Interest in the Applicant
See attached Schedule B.


SECTION III - INCOME OR COMPENSATION TO, OR OWNERSHIP BY, CITY ELECTED OFFICIALS
Has the Disclosing Party provided any income or compensation to any City elected official during the
12-month period preceding the date of this EDS7 [ ] Yes [x] No
Docs the Disclosing Party reasonably expect to provide any income or compensation to any City
elected official during the 12-month period following the date of this EDS? [ ] Yes [*] No
If "yes" to either of the above, please identify below the name(s) of such City elected officials) and describe such income or compensation:


Does any City elected official or, to the best of the Disclosing Parry's knowledge afterreasonable
inquiry, any City elected official's spouse or domestic partner, have a financial interest (as defined in
Chapter 2-156 ofthe Municipal Code of Chicago ("MCC")) in the Disclosing Party?
r 1 Yes [x] No
If ''yes," please identify below the name(s) of such Cily elec ted official(s) and/or spouse(s)/domestic partner(s) and describe the financial interest(s).


SECTION IV - DISCLOSURE OF SUBCONTRACTORS AND OTHER RETAINED PARTIES
The Disclosing Party must disclose the name and business address of each subcontractor, attorney, lobbyist (as defined in MCC Chapler 2-156), accountant, consultant and any oilier person or entity whom the Disclosing Party has retained or expects to retain in connection with the Matter, as well as the nature of the relationship, and the lotal amount of die fees paid or estimated to be paid. The Disclosing Party is not required to disclose employees who are paid solely through the Disclosing Party's regular payroll. If the Disclosing Party is uncertain whether a disclosure is required under this Section, the Disclosing Party must either ask the City whether disclosure is required or make the disclosure.

Page 3 of 15

Schedule B
Schedule of Ownership Interests in Applicant

Name Business Address Percentage Interest in. Applicant
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Direct Interest
Laidlaw Transportation, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup International, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup US Holdings 395 King Street, Aberdeen, AB24 5RP, UK 100% Indirect Interest
FirstGroup American Investments 395 King Street, Aberdeen, AB24 5RP.UK 100% Indirect Interest
FirstGroup America, Inc. 600 Vine Street, Suite 1400, Cincinnati, OH 45202 100% Indirect Interest
FirstGroup Investment Corporation 600 Vine Street, Suite 1400, Cincinnati, OH 45202 , 100% Indirect Interest
KirstBus Investments Limited 8th Floor, The Point, 37 , North Whar f Road, London, W2 1AIMJK 100% Irid irect Interest
FirstGroup pic 395 King Street, Aberdeen,, : AB24 5RP,.UK 100% Indirect Interest
Name (indicate whether Business Relationship to Disclosing Party Fees (indicate whether
retained or anticipated Address (subcontractor, attorney, paid or estimated.) NOTE:
to be retained) lobbyist, etc.) "hourly rate" or "t.b.d." is
not an acceptable response.



(Add sheets if necessary)
[x ] Check here ifthe Disclosing Party has not retained, nor expects to retain, any such persons or entities. SECTION V - CERTIFICATIONS
COURT-ORDERED CHILD SUPPORT COMPLIANCE
Under MCC Section 2-92-415, substantial owners of business entities that contract with the City must remain in compliance with their child support obligations throughout the contract's term.

Has any person who directly or indirectly owns 10% or more of the Disclosing Party been declared in arrearage on any child support obligations by any Illinois court of competent jurisdiction?
I" J Yes [ J No |x ] No person directly or indirectly owns 10% or more of the Disclosing Party.

If "Yes," has the person entered into a court-approved agreement for payment of all support owed and is the person in compliance with that agreement?
[ ] Yes [ ] No
FURTHER CERTIFICATIONS

[This paragraph 1 applies only if the Matter is a contract being handled by the City's Department of Procurement Services.] In the 5-year period preceding the date of this EDS, neither the Disclosing Party nor any Affiliated Entity [see definition in (5) below] has engaged, in connection with the performance of any public contract, the services of an integrity monitor, independent private sector inspector general, or integrity compliance consultant (i.e., an individual or entity with legal, auditing, investigative, or other similar skills, designated by a public agency to help the agency monitor the activity of specified agency vendors as well as help the vendors reform their business practices so they can be considered for agency contracts in the future, or continue with a contact in progress).
The Disclosing Party and its Affiliated Entities are not delinquent in the payment of any fine, fee, tax or other source of indebtedness owed to the City of Chicago, including, but not limited to, water and sewer charges, license fees, parking tickets, property taxes and sales taxes, nor is the Disclosing Party delinquent in the payment of any tax administered by the Illinois Department of Revenue.


Page 4 ul'15

i^Disclosing Party and, ifthe Disclosing Party is a legal entity, all of those persons or entities '4nr.cd in Section 11(B)(1) of this EDS:
are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from any transactions by any federal, state or local unit of government;
have not, during the 5 years before the date of this EDS, been convicted of a criminal offense, adjudged guilty, or had a civil judgment rendered against them in connection with: obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction; a violation of federal or state antitrust statutes; fraud; embe/zlement; theft; forgery; bribery: falsification or destruction of records; making false statements; or receiving stolen property;
are not presently indicted for, or criminally or civilly charged by, a governmental entity (federal, state or local) with committing any ofthe offenses set forth in subparagraph (b) above;
have not, during the 5 years before the date of this EDS, had one or more public transactions (federal, state or local) terminated for cause or default; and
have not, during the 5 years before the date of this EDS. been convicted, adjudged guilty, or found liable in a civil proceeding, or in any criminal or civil action, including actions concerning environmental violations, instituted by the City or by the federal government, any state, or any other unit of local government.

The Disclosing Party understands and shall comply with the applicable requirements ofMGG Chapters 2-56 (Inspector General) and 2-156 (Governmental Ethics),
Certifications (5), (6) and (7) concern:

the Disclosing Party;
any "Contractor" (meaning any contractor or subcontractor used by the Disclosiug Party in connection with the Matter, including but not limited to all persons or legal entities disclosed under Section TV, "Disclosure of Subcontractors and Other Retained Parties'');
any "Affiliated Entity" (meaning a person or entity that, directly or indirectly: controls the
—Disclosiug Patty, ia controlled by the Disclosing Party, or is, with the DiBcloeiag Party, under
common control of another person or entity). Indicia of control include, without limitation: interlocking management or ownership; identity of interests among family members, shared, facilities and equipment; common use of employees; or organization of a businessentity following the ineligibility of a business entity to do business with federal or state or local government, including the City, using substantially the same management, ownership, or principals as the ineligible entity. With respect to Contractors, the term Affiliated Entity means a person or entity that direcdy or indirectly controls the Contractor, is controlled by it, or, with the Contractor, is under common control of another person or entity;
any responsible official of the Disclosing Party, any Contractor or any Affiliated Entity or any oilier official, agent or employee ofthe Disclosing Party, any Contractor or any Affiliated Entity, acting pursuant to the direction or authorization of a responsible offioial of the Disclosing Party, (any Contractor or any Affiliated Entity (collectively "Agents").

Page SoriS

Nei ther the Disclosing Party, nor any Contractor, nor any Affiliated Entity of either the Disclosing Party or any Contractor, nor any Agents have, during the 5 years before the date of this EDS, or, with' respect to a Contractor, an Affiliated Entity, or an Affiliated Entity of a Contractor during the 5 years before the date of such Contractor's or Affiliated Entity's contract or engagement in connection with the Matter:
bribed or attempted to bribe, or been convicted or adjudged guilty of bribery or attempting to bribe, a public officer or employee ofthe City, the State of Illinois, or any agency of the federal government or of any state or local government in the United States of America, in that officer's or employee's official capacity;
agreed or colluded with other bidders or prospective bidders, or been a party to any such agreement, or been convicted or adjudged guilty of agreement or collusion among bidders or prospective bidders, in restraint of freedom of competition by agreement to bid. a fixed price or otherwise; or
made an admission of such conduct described in subparagraph (a) or (b) above that is a matter of record, but have not been prosecuted for such conduct; or
violated the provisions referenced in MCC Subsection 2-92-320(a)(4)(C6nrracts Requiring a Base Wage); (a){5)(BebarmeiJt Regulations); or (a)(6XMiriimurn Wage Ordinance).

Neither the Disclosing Party, nor any Affiliated Entity or Contractor, or any of their employees, officials, agents or partners, is barred from contracting with any unit of state or local government as a result of engaging in or being convicted of (1) bid-rigging in violation of720 ILCS 5/33Ei3; (2) bid-rotating in violation of 720 ILCS 5/33E-4; or (3) any similar offense of any state or of the United States of America that contains the same elements as the offense of bid-rigging or bid-rotating.'
Neither the Disclosing Party nor any Affiliated Entity is listed on a Sanctions List maintained by the United States Department of Commerce, State, or Treasury, or any successor federal agency.
[FOR APPLICANT ONLY] (i) Neither the Applicant nor any "controlling person" fsecMCC Chapter 1-23, Article I for applicability and defined terms] of the Applicant is currently indicted or charged with, or has admitted guilt of, or has ever been convicted of, or placed under supervision for, any criminal offense involving actual, attempted, or conspiracy lo commit bribery', theft, fraud, forgery, perjury, dishonesty or deceit against an officer or employee ofthe City or any "sister agency"; and (ii) the Applicant understands and acknowledges that compliance with Article 1 is a continuing requirement for doing business with the City. NOTE: If MCC Chapter 1 -23, Article I applies to the.Applicant, that Article's permanent compliance timeframe supersedes 5-year compliance timeframes in this Section V.
[FOR APPLICANT ONLY] The Applicant and its Affiliated Entities will not use. nor permit their subcontractors to use, any facility listed as having an active exclusion by the U.S. EPA on the federal System for Award Management ("SAM").
[FOR APPLICANT ONLY] The Applicant will obtain from any contractors/subcontractors hired or to be hired in connection with the Matter certifications equal in form and substance to those in Certifications (2) and (9) above and will not, without the prior written consent of Ihe City, use any such
Ver.2018-1 Page 6 of 15

i^ctor/subcontractor that does not provide such certifications or that the Applicant lias reason to jjcve has not provided or cannot provide truthful certifications.
. j j; ifthe Disclosing Party is unable to certify to any of the above statements in this Part B (Further Certifications), the Disclosing Party must explain below:

None

If the letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.
12. To the best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all current employees of the Disclosing Party who were, nt any time during the 1-2-month period preceding the date of this EDS, an employee, or elected or appointed official, of the City of Chicago (if none, indicate with "N/A* or "none").
None


13. Tu me best of the Disclosing Party's knowledge after reasonable inquiry, the following is a complete list of all gifts that the Disclosing Party has given or caused to be given, at any time during the 12-month period preceding the execution date of this EDS, lo an employee, or elected or appointed official, of the City of Chicago. For purposes of this statement, a "gift" does not include: (i) anything made generally; available to City employees or to the general public, or (ii) food or drink provided in the course of' official City business and having a retail value of less than $25 perrecipient, or (iii)'a political contribution otherwise duly reported as required by law (if none, indicate with "N/A" or "none"). As to any gift listed below, please also list the name of the City recipient.
None


C. CERTIFICATION OF STATUS AS FINANCIAL INS 111U11UN ;
The Disclosing Party certifies that the Disclosing Party (check one)
[ ] is [x] is not
a "financial instihition" as defined in MCC Section 2-32-455(b).
If the Disclosing Party IS a financial institution, then the Disclosing Party pledges:
"We are not and will not become a predatory lender as defined in MCC Chapter 2-32. We further pledge that none of our affiliates is. and none of them will become, a pTcdatory lender as defined in MCC Chapter 2-32. We understand that becoming a predatory lender or becoming an affiliate of a predatory lender may result in the loss of the privilege of doing business will) the City."

Page 7 of 15

Ifthe Disclosing Party is unable to make this pledge because it or any of its affiliates (as defined in MCC Section 2-32-455(b)) is a predatory lender within the meaning of MCC Chapter 2-32, explain here ("attach additional pages if necessary):

None

Ifthe letters "NA," the word "None," or no response appears on the lines above, it will be conclusively presumed that the Disclosing Party certified to the above statements.

D. CERTIFICATION REGARDING FINANCIAL INTEREST IN CITY BUSINESS
Any words or tenns defined in MCC Chapter 2-156 have the same meanings if used in this Part D.
Tn accordance with MCC Section 2-156-110: To the best of the Disclosing Party's knowledge after reasonable inquiry, does any official or employee of the City have a financial interest in his or her own name or in the name of^ny other person or entity in the Matter?
[ ] Yes [x] No
NOTE: If you checked "Yes" to Item D(l), proceed to Items D(2) and D(3). if you checked "No" to Item D(l), skip Items D(2) and D(3) and proceed to Part E.
Unless sold pursuant to a process of competitive bidding, or otherwise permitted, no City elected official or employee shall have a financial interest in his or her own name or in me name of any other person or entity nr the purchase of any property that (i) belongs to the City, or (ii) is sold for taxes or assessments, or (iii) is sold by virtue of legal process at the suit of the City (collectively, "City Property Sale"). Compensation for property taken pursuant to the City's eminent domain power does not constitute a financial interest within the meaning of this Part D.
Does the Matter involve a City Property Sale?
[ ] Yes [ ] No
If you checked "Yes" to Item D(l), provide die names and business addresses ofthe City officials or employees having such financial interest and identify the nature of the financial interest:
Name Business Address Nature of Financial Interest





4. The Disclosing Party further certifies that no prohibited linancial interest in the Matter will be acquired by any City official or employee.

Page 8 of 15

CERTIFICATION REGARDING SLAVERY ERA BUSINESS
please check either (1) or (2) below. If (lie Disclosing Party checks (2), the Disclosing Party must disclose below or in an attachment to this EDS all information required by (2). Failure to comply with these disclosure requirements may make any contract entered into with the City in connection with the Matter voidable by the City.
* 1. The Disclosing Party verifies that the Disclosing Party has searched any and all records of
the Disclosing Party and any and all predecessor entities regarding records of investments or profits from slavery or slaveholder insurance policies during the slavery era (including insurance policies issued to slaveholders that provided coverage for damage lo or injury or death of their slaves), and the Disclosing Party has found no such records.
2. The Disclosing Party verifies that, as a result of conducting the search in step (1) above, the
Disclosing Party has found records of investments or profits from slavery or slaveholder insurance policies. The Disclosing Party verifies that the following constitutes full disclosure of all such records, including, the names of any and all slaves or slaveholders described in those records:





SECTION VT - CERTIFICATIONS FOR FEDERALLY FUNDED MATTERS
NOTE. If the Matter is federally funded, complete this Section VI. If the Matter is not federally funded, proceed to Section VII. For purposes of this Section VI, tax credits allocated by the City and proceeds of debt obligations ofthe City are not federal funding.
A. CERTIFICATION REGARDING LOBBYING
1. List below the names of all persons or entities registered under the federal Lobbying
Diwrlnsiire Act of 1995. as amended, who have made lobbying contacts on behalf of the Disclosing
Party with respect to the Matter: (Add sheets if necessary): " —



(If no explanation appears or begins on the lines above, or if the letters "NA" or ifthe word "None" appear, it will be conclusively presumed that the Disclosing Party means that NO persons or entities registered under the Lobbying Disclosure Act of 1.995, as amended, have made lobbying contacts on behalf of the Disclosing Parly with respect to the Matter.)
2. The DisclosingParty has not spent and will not expend any federally appropriated funds lo pay
any person or entity listed in paragraph A(l) above for his or her lobbying activities orto pay any
prt-son or entity to influence or attempt to influence an officer or employee of any agency, as defined
by applicable federal law, a member of Congress, an. officer or employee of Congress, or an employee
Vi-r.2018-1 Page 9 of 15

of a member of Congress, in connection with the award of any federally funded contract, making any federally funded grant or loan, entering into any cooperative agreement, or to extend, continue, renew, amend, or modify any federally funded contract, grant, loan, or cooperative agreement.
The Disclosing Party will submit an updated certification at the end of each calendar quarter in which there occurs any event that materially affects the accuracy of the statements and information set forth in paragraphs Afl) and A(2) above.
The Disclosing Party certifies that either: (i) it is not an organization described in section 501 (c)(4) of the Internal Revenue Code of 1986; or (ii) it is an organization described in section 501(c)(4) ofthe Internal Revenue Code of 1986 but has not engaged and will not engage in "Lobbying Activities," as that tenn is defined in the Lobbying Disclosure Act of 1995, as amended.
If the Disclosing Party is the Applicant, the Disclosing Party must obtain certifications equal in form and substance to paragraphs A(I) through A(4) above from all subcontractors before it awards any subcontract and the Disclosing Party must maintain all such subcontractors' certifications for the duration of the Matter and must make such certifications promptly available to the City upon request.
B. CERTIFICATION REGARDING EQUAL EMPLOYMENT OPPORTUNITY
If the Matter is federally funded, federal regulations require the Applicant and all proposed subcontractors to submit the following information with their bids or in writing at the outset of negotiations
Is the Disclosing Party the Applicant?
r 1 Yes [ J No
If "Yes," answer the three questions below:
L Have you developed and do you have on file affirmative action programs pursuant to applicable federal regulations? (See 41 CFR Part 60-2.) []Yes []No
Have you filed with the Joint Reporting Coinmittee, the Director of the Office of Federal Contract Compliance Programs, or the Equal Employment Opportunity Commission all reports due under the applicable filing requirements?
[ ] Yes | J No [ ] Reports not required
Have you participated in any previous contracts or subcontracts subject to the equal opportunity clause?
f 1 Yes " [ JNo
If you checked "No" to question (1) or (2) above, please provide an explanation:

t

Page 10 of 15

SECTION VII - FURTHER ACKNOWLEDGMENTS AND CERTIFICATION
The Disclosing Party understands and agrees that:
The certifications, disclosures, and acknowledgments contained in this EDS wilJ become part of any contract or other agreement between the Applicant and the City in connection with the Matter, whether procurement, City assistance, or other City action, and are material inducements to the City's execution of any contact or taking other action with respect to the Matter. The Disclosing Party understands that it must comply with all statutes, ordinances, and rcgidations on which this EDS is based.
The City's Governmental Ethics Ordinance, MCC Chapter 2-156, imposes certain duties and obligations on persons or entities seeking City contracts, work, business, or transactions. The full text of this ordinance and a training program is available on line at www.citvofchicago.org/Ethtcs . and may also be obtained from the City's Board of Ethics, 740 N. Sedgwick St., Suite 500, Chicago, IL 60610, (312) 744-9660. Ihe Disclosing Party must comply fully with this ordinance,
Ifthe City determines that any information provided in this EDS is false, incomplete or inaccurate, any contract or olher agreement in connection wilh which it is submitted may be rescinded or be void or voidable, and the City may pursue any remedies under the contract or agreement (if not rescinded or void), at law, or in equity, including terminating the Disclosing Party's participation in the Matter and/or declining to allow the Disclosing Party to participate in other City transactions. Remedies at law for a false statement of material fact may include incarceration and an award to the City of treble damages.
It is die City's policy to make this document available to the public on its Internet site and/or upon request. Some or all of the information provided in, and appended to, this EDS may bernade publicly available on the Internet, in response to a Freedom of Information Act request, or otherwise-. By completing and signing this EDS, the Disclosing Party waives and releases any possible rights or claims which it may have against the City in connection with the public release of information; contained in this EDS and also authorizes the City to verify the accuracy of any information submitted in this EDS.
The information provided in this: EDS must be keptcimeul. In the ev eul of changes, the Diuelooing Party must supplement this EDS up to the time the City takes action on the Matter. If the Matter is a contract being bandied by the City's Department of Procurement Services, the Disclosing Party must update this EDS as the contract requires. NOTE: With respect to Matters subject to MCC Chapter 1 -23, Article I (imposing PERMANENT INELIGIBILITY for certain specified offenses), the information provided herein regarding eligibility must be kept current for a longer period, as required by MCC Chapter 1-23 and Section 2-154-020.







Page 11 of IS
CERTIFICATION
Under penalty of perjury, the person signing below: (1) warrants that he/she is authorized to execute this EDS, and all applicable Appendices, on behalf of the Disclosing Party, and (2) warrants that all certifications and statements contained in this EDS, and all applicable Appendices, are true, accurate and complete as of the date furnished to the City.

FirstBus Investments Limited
(Print or type exact legal name of Disclosing Party)
(Sign here) (Print or type name of person signing) (Print or type title of person signing)

Signed and sworn to beforejne on (date) JZ- AprV \ "Z-Q ^ *at L 0(0'00(0 eet^, r3K)(^/\fijpc£[X(f-^ *° '
ft It? % S'.Ikv
Notary Public Commission expires:
SALLY FELIX OA SILVA - NOTARY PUBLIC
My commission sxplres with life
3 Ca/los Place London W1K 3AT
44(0)20 7499 260$

www.notaiypubUclnlondon.com ntfary@tiotafypublicinlondon.com


Page 12 of 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX A
FAMILIAL RELATIONSHIPS WITH ELECTED CITY OFFICIALS AND DEPARTMENT HEADS
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5%. It is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Under MCC Section 2-154-015, the Disclosing Party must disclose whether such Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof currently has a "familial relationship" with any elected city official or department head. A "familial relationship" exists if, as of the date this EDS is signed, the Disclosing Party or any "Applicable Party" or any Spouse or Domestic Partner thereof is related to the mayor, any alderman, the city clerk, the city treasurer or any city department head as spouse or domestic partner or as any of the follo wing, whether by blood or adoption: parent, child, brother or sister, aunt or uncle, niece or nephew, grandparent, grandchild, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather or stepmother, stepson or stepdaughter, stepbrother or stepsister or half-brother or half-sister.
"Applicable Party" means (I) all executive officers ofthe Disclosing Party listed in Section II.B.1 .a., if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, ifthe Disclosing Party is a limited liability company; (2) all principal officers ofthe Disclosing Party; and (3) any person having more than a 7.5% ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.
Does the Disclosing Paity or any "Applicable Party'' or any Spouse or Domestic Partner thereof currently have a "familial relationship" with an elected city official or department head?
[ ] Yes [x] No
If yes, please identify below (1) the name and title of such person, (2) the name of the legal entity to which such person is connected; (3) the name and title of the elected city official or department head to whom such person has a familial relationsliip, and (4) the precise nature of such familial relationship.







Page 13 ot 15

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX B
BUILDING CODE SCOFFLAW/PROBLEM LANDLORD CERTD7ICATION
This Appendix is to be completed only by (a) the Applicant, and (b) any legal entity which has a direct ownership interest in the Applicant exceeding 7.5% (an "Owner"), it is not to be completed by any legal entity which has only an indirect ownership interest in the Applicant.
Pursuant to MCC Section 2-154-010, is the Applicant or any Owner identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92-416?

[]Yes [*]No
If the Applicant is a legal entity publicly traded on any exchange, is any officer or director of the Applicant identified as a building code scofflaw or problem landlord pursuant to MCC Section 2-92^416?
f ] Yes [ 1 No fx] The Applicant is not publicly traded on any exchange,
If yes to (1) or (2) above, please identify below the name of each person or legal entity identified as a building code scofflaw or problem landlord and the address of each building or buildings to which the pertinent code violations apply.


















i

Ver.2018-1

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT APPENDIX C
PROHIBITION ON WAGE & SALARY HISTORY SCREENING^ - CERTIFICATION
This Appendix is to be completed only by an Applicant that is completing this EDS as a "contractor" as defined in MCC Section 2-92-385. That section, which should be consulted (www.amlegal.com ), generally covers a party to any agreement pursuant to which they: (i) receive City of Chicago funds in consideration for services, work or goods provided (including for legal or otiier professional services), or (ii) pay the City money for a license, grant or concession allowing them to conduct a business on City premises.
On behalf of an Applicant that is a contractor pursuant to MCC Section 2-92-385,1 hereby certify that the Applicant is in compliance with MCC Section 2-92-385(b)(l) and (2), which prohibit: (i) screening job applicants based on their wage or salary history, or (ii) seeking job applicants' wage or salary history from current or former employers. 1 also certify that the Applicant has adopted a policy that includes those prohibitions.
[ ] Yes [ jNo
[x jN/A — I am not an Applicant that is a "contractor" as defined in MCC Section 2-92-385. This certification shall serve as the affidavit required by MCC Section 2-92-385(e)(l). If you checked "no" to the above, please explain. j

















Page 15oi'15



|1010|










































FirstGroup pic
Annual Report and Accounts 2018
Our vision is to provide solutions for an increasingly congested world... keeping people moving and communities prospering.
FirstGroup pic is a leading transport operator in the UK and North America. With £6.4 billion in revenue and around 100,000 employees, we transported 2.1 billion
passengers last year. Each of our five divisions is a leader in its field:

i First Bus
! One of the largest bus operators in I tho UK, transporting 1 6m passengers ¦ a day. with a of the market ! outside London.
| Passengers per day
1.6m
Buses In operation
5,800
i CD See page 18



First Student
Tho largest provider of student transportation in North America -twice the size of the next largest competitor.
Student journeys per day
5m
Number of yellow buses
42,000
©Seepage 12
First Transit
First Transit is one of ihe largest private sector providers of public transit management and contracting in North America.
Vehicles owned or operated
12,600
Passengers transported a year
340m

©Seepage 14
Journey destinations
4,000
First Rail
One ot the UK's iargssi and most experienced rail operators, carrying more ttian 260m passengers last year across our three franchises and open access operation.
Passenger miles
7.4bn
Franchise payments to Government
£227m
® See page 20
Our North American divisions
Our three North America-based divisions First Student, First Transit
and Gicyhoursd generated biflb o' our tevt.nue's in 2018

Firs! Student • -^s
First Transit 4*r*;« ,^
— Greyhound ' ''-'iV-jV
- Greyhound Express
• AffiLateJ Greyhoun; I j:an t;Mt'V.icc:

Our UK divisions
With three First Rail franchises, our open access rait operation and our local First Bus operations, we offer services throughout the country.
i Contents Strategic report
Chairman's statement
I Chief Executive's report Our markets
Our strategy and business model
Business review
Corporate responsibility
¦ Key performance indicators Principal risks and uncertainties
: Financial review


i Governance
Board of Directors
About the Board
i Governance framework
! Corporate governance report
i Directors' remuneration report
Directors' report and additional disclosures Directors' responsibility statement




04 06 JOB 10 12 23 30 34 40



46 48 49 SO 68 95 98


Financial statements
j Consolidated income statement
Consolidated statement of comprehensive income 101
.¦v;.'.-"'->s-'




TransPennine Express — South Western Railway '? First Bus operations

102
Consolidated balance sheet
Notes to the consolidated financial statements Independent auditor's report
Consolidated statement of changes in equity 103
Consolidated cash flow statement ' 104
105 157
: Group financial summary
i Company balance sheet
'. Statement of changes in equity
! Notes to the Company financial statements
Shareholder information
Financial calendar Glossary










FirstGroup Annual Report and Accounts 2018
Financial summary of theyear
•> Group revenue +1.0% in constant currency excluding benefit of new South Western Railway (SWR) franchise and 53rd week
18 Adjusted1 operating profit decreased by 10.4% in constant currency excluding SWR and 53"1 week, reflecting Greyhound long haul challenges, severe weather effects on both sides ofthe Atlantic in the final quarter and ongoing US drive shortages, partially offset by good performances In UK divisions in the year
B Balance sheet strengthened by net cash flow of C199.0m and bond refinancing
¦ Stable adjusted EPS in constant currency, reflecting lower flnance costs and change to US tax rates
H Net cash inflow of £110.5m (2017: C147.2m including proceeds from sale cf a Greyhound terminal) before First Rail start of franchise cash f ows, and C I99.0m after SWR start of franchise cash flows of C88.5m
¦ Reported net debt: EBITDA improved to 1.5 times (2017:1.9 times); Rail ring-fenced cash adjusted net debt: EBITDA improved to 21 times (2017: 2.3 times)
H Statutory loss before tax £326.9m (2017: profit of £152.6m), reflecting £277.3m Greyhound goodwill and other asset impairments, £106.3m TransPennine Express (TPE) onerous contract provision and other adjusting items
a Statutory EPS was (24.6)p (2017:9.3p)
Revenue
(.tr % <••! Grooi''!

Ri si Stu jsnf '~ . ~?7.'/° !
his; Transit _ 17% I
C3rov"f uJurKi 11% !
o IWRs ..." ..."14% !
-i hr-K !-!?>ii 31% i

Adjusted operating profit*
(8S % Of ;.irt;J0)



Adjusted revenue
£6,398.4m
2017: E5,653.3m
Change in constant Change currency1
Statutory revenue
+132% +140% £6,398.4m
2017: £5,653.3m

Statutory operating (loss)/profrt
(4 3)% £(196.2)m
(6.5)%
Adjusted1 operating profit
£317.0m
2017:£339.0m
2017: £283.6m
Adjusted* operating profit margin Statutory (lossj/profit before (ax
2017:6.0%
5.0% (ioo)bps oobps £(326.9)m
Statutory EPS
(12)% (24.6)p
2017: C152.6m
Adjusted1 profit before tax
£197.0m (4 8>%
2017:9 3p
+3.4%
2017: E207.0m Adjusted1 EPS
12.3p 2017- 12.4p
(17.0)% (15.5)%
Net debt*
£1,070.3m
2017: El ,289.9m
.-Viju-.iw.J fir.i'.'io;; !li:-.Min<;ul Ihis docr-i :or>? flis- K.ju;: G'c.".">oun'.", a'0'.>i'J-.vi!< ''^itn-'v. :;*i. on-vc*.;: contract provision, other intangible asset amortisation charges and certain other ilems as set out in note 4 it* the !it':iiif: :it :.:a;r:nv;!its.
Changes 'in constant currency1 throughout this document ore based on retranslating 2017 foreign currency amounts a! 2018 rates
Net debt is stated oxcluding accrued oond interest as explained on page 43.
f'ii •••• cow, <:l:,V(l.v j*';.!tt.;d i;r;>: • rr,¦¦i.r.us.-o'i
Not meantngful
•f\E.^SSfrri(-'- I
i rsny.-t'isit. " _ 17% j
Gre^iSij-:d" 7% i
» l"r:a By.; ~ "14% '¦¦ ri;a r'm'~17%
Number of employees
(as % of Group)

:•».:•:!.;•.-•. • 7 4a'v°
« • .tit MiulM: l9Vt
\j>v;\.yyrs _ _ 6%
' 11%

FirstGroup Annual Report and Accounts 2018


Chairman's statement


The Group has leading market positions in each of its five divisions and has considerable opportunities for value creation, but this year's results fell short of its potential.
A clear focus on the challenges and opportunities of each of the businesses will mobilise more of the Group's inherent strengths.
FirstGroup has a diverse portfolio of market leading transport businesses, with half of revenues underpinned by multi-year contracts with national or local authorities. The Group has the long-standing bidding and operational expertise that Is critical to success in its markets and it is investing to create a customer experience where improved passenger convenience helps to drive future growth. We are now a more stable and a more resilient enterprise, with a growing ability to capitalise on the leading positions we have in our markets.
However, this year's results fell short of our ambitions - we are disappointed that we did not make the further progress we intended, based on the trends we saw at
the end of the previous financial year.

Results
Overall. Group revenue increased by 13.2% and adjusted operating profit decreased by 6.5%. In constant currency excluding the benefit of the new SWR franchise and 53 weeks of trading in the Rood divisions, revenue increased oy 1.0% and adjusted operating profit decreased by 10.4%. Adjusted EpS was broadly stable, reflecting lower finance costs due to the Improving balance sheet and the US tax reforms enacted in December 2017.
It is encouraging, however, that the Group was able to deliver a net cash •nflow of El lO.Sm (2017: ei47.2m, or E123.8m excluding the proceeds from sale of a Greyhound terminal in the year), whilst maintaining investment levels in our services for passengers. This excludes the £88.5m of start of SWR franchise cash flows; taken together the Group •aaadett 1M90.0P- of free eash tfow, hdpirg to reduce our net debt: EBITDA ratio to 1,5 times (2017: 1.9 times), or to 2.1 times (2017: 2.3 times) on a Ra1! nna-fenced cash adjtiMcd basis.
Strategy
The Board is examining all appropriate means to mobilise the considerable value inherent in the Group. Initial actions from its evaluation aro underway, including:
a full external review of Greyhound's business model and future prospects, wrsc" wiii condutic in the comng months
¦ growth opportunities in First Student • greater operational efficiency
partnering opportunities to provide new solutions
«investment in modem customer convenience.
As we do so, we will continue to strengthen the Group by using the sustained cash generated after disciplined investment in our services to reduce leverage further and for targeted growth. Although our balance sheet is less of a constraint on our structural options than previously, our pension deficit clearly remains an important consideration for the risk profile of the Group, anci we continue to actively manage it. Overs! we see considerable opportunity to create shareholder value in a sustainable way white enhancing the .services we provide to our customers and cotnrriunitkss.
The Board recognises that dividends are an important component of total shareholder return for many investors. We remain committed to reinstating a sustainable dividend at the appropriate time, having regard to the Group's f nancinl performance, balance sheet and outlook The Board will not be recommending payment of a dividend in respect of the year to 31 March 2018 at the Group's Annual General Meeting but will continue to review the appropriate timing for restarting ciividp-'Vi UHyiTienis.













04 FirstGroup Annual Report and Accounts 2018

The Board
With effect from the date of this report, the Group announced that Tim OToole had stepped down from the Board and his role as Chief Executive. The process to select a new Chef Fxecutwe-s u/wway. Until sudi time as a successor is appointed, tho Board has asted iris to perform the rote of Executive Chairman. Matthew Gregory has been appointed Intenm Chief Operating Officer and will also continue his responsibilities as Chief Hnancial Officer.
On behalf of the Board I would like to thank Tim for his distinguished leadership of the company srice 2010. During that time the Group has reinvested in its businesses, restored free cash generation and substantially strengthened its balance sheet.
In February 2018 we welcomed David
Robbie to the Board as an independent Non-Executive Director and Chair of the Aud't Committee. The Board is alieady benefiting from his extensive experience.

Corporate governance
Sound corporate governance is a vital facet of meeting our resocnsibilities to all our stakeholders, and in the year the Board has focused on further development of the Board's understanding and approach to risk appetite, delivery of the transformation plans, mobilisation of SWR, development of the Group's strategy and business objectives, and reviewing the Board pel formance in light of the Board evaluation exeicise.
. Our people
j Our frontline employees are key to the ' success of the Group. Across tw busme&se;, I this year our employees have had to contend , with extreme challenges such as hurricanes, ' wildfires and snvere winter wfaB w which | tested their resilience to the limit, in August ,' we welcomed thousands of SWR employees ! to the Group white they were in the midst of ! doing an outstanding job helping passengers : through the London Waterloo station upgrade : programme, which caused major disruption j across the network. I am very proud of tha i way colleagues throughout the Group have 1 put exstonws Erst despite these significant ' challenges and I am inspired by their j extraordinary dedication to serving our j customers and communities.
j On behalf of the Board I would like to extend I my sincere gratitude to our 100,000
employees for their continued commitment
and hard work this year.

Overall, despite the issues this year, I am clear that the Group has significant potential to h "prove services for our customers whrte creating value for shareholders and other stakeholders, and that it is making progress toward that goal.
The Board's focus is firmly on taking the actions necessary to accelerate and cement that progress, so as to secure substantially increased shareholder value going forwards.
Wolffian Hauser
Chairman 31 May 2018


















FirstGroup Annual Report and Accounts 2018
Chief Executive's report
Although we are not satisfied with our progress this year, the Group delivered stable adjusted earnings per share and strong cash flow, despite operating challenges for some of our businesses. We have also strengthened our balance sheet through the bond refinancing and further deleveraging.
i Performance in the year i First Student's continued progiess from the j fourth year of our 'up or out' contract pricing ; rsjfregy and cr><* 3t!icif!rcy programme:; was i offs-st by cenhnued driver cos • fenon and j shortages in parts of the US, a lower contract ' retention rate than targeted and the effects ot ¦ the severe weather in the second half. We have had an encouraging start to this year's bid season as we continue to facta the driver cost 1 in'tetion bang exporicrced in n ia iv carta of ti le ; US into our contract pricing.
; First Transit continued to grow and to win net new business, though our shuttle bus operation in the Canadian oil sands did not renew two contracts towards the end of the year, which wl nave an impact on the margin of the dwsion going forward. The business delivered a 5.5% margin for the year, with a 7% margin in the second half as planned, despite ongoing cost pressure from driver shortages n coi tain ; regions, higher medical costs and some ] costs m i elation to certain poorly perform n;j ; contracts which were resolved during the year.
Greyhound's significant short haul and Express growth was more than offset by declines in long haul demand as a result of Intensifying competition from the ultra low; cost airlines, which aro bringing sinrificani additional aircraft capacity into operation whte also connecting to a growing number o'secondary airports. The growth in these businesses represents a meaningful shirt in US travel patterns. Oi ir abffltyto mitigate
, il rr>vonuo rJ'ailenrjes throuf;!' ''uflfw cost ' efewndcrs is 6;rifted by onyo;;:g i>icuxij-e:- ir itest '¦ i^inusna ice and driver co*ti>, re^v.ftrvj ' n a ssp/ufccrint .'eduction nGreyVtviKfs , rnwgn We are currantly nvesiing tn suoport , Greyhound's growth opportunities while ; continuing to trim our timetables, and the G> oup io conducting a full extert ial review of Greyhound's business model and prospects to help determine the most appropriate response to this long term structural challenge. We have also updated our view of the carrying value of trve division's goodwill and other assets in light of these issues, impairing them by a total of $387.3m or £277.3m accordingly.
We are encouraged that Bke-for-tite passengor • revenue growth in First Bus accelerated in ¦ each quarter of the financial year, tf lough : market conditions for the industry remain . uncertan and vary by focal market. We would | have had an even better outturn for the year had several of our local businesses not been forced to shut down for several days in the face of the severe weather conditions in the fined quar ter of the year. We are pleased ii at stabilising volumes, the cumulative effect of our actions to tailor our network, fares, depot footprint and other costs and a fuel tailwlnd have resulted in a significant improvarnenl in our maigin. We shall mairrfain this momentum in order to meet our ambitions to catch up with the most efficient in the industry.

April 2017
Investing in First Bus fleet
First Bus commits £71 m to introduce 284
new low emission buses in Leeds by 2020.
May 2017
Greyhound route information integrated with Google Maps
Our Greyhound customers can now pian Ihe Sjineys'iH.io^'it-ia't'l/iiraj-i'

June 2017
Shortlisting for West Coast Partnership
FirstGroun is shortlisted alongside our partner Tremtata to bid for the West Oast Dai tnershif > franchise which will IncluJc ftital HS2 eporatiens.
July 2017
Hull Trains tops passenger survey
i Scoring 97% for satisfaction, Hull Trains is ¦ named the best long distance operator in | Iho Nnt-c^sl I toil FfcsjMngei fSmwyfc :l. i fourth year running.
1 August 2017
j First Student acquires Falcon
! Transportation in Illinois : This transaction extends our relationship ; ^:<>iihe G'l-cayc oJtM set tool jyslam una ; offers synergies with oi.fr other First Student : operations in tho city.

September 2017
South Western Railway launched
! Having taken over SWR operations during ' the Wrtter*; :o uo-yndes H t Ai igi ¦<•>* fnnsport Secretary Chris Grayling formally launcned
the 'kw •Varsh's--.: ol a Wctc rioo sk-jw «s.n
1 S-:r
FirstGroup Annual Report and Accounts 2018
Although First Rail's l*e-ror-fiOverall the mixed performance in our divisions resulted in 1.0% Group revenue growth and a roducfon in adjusted operating profit of 10.4% in constant currency (before SWR and Die 5;?" week h the Road divisions), with lower finance and tax charges resulting in an increase «i adjusted h.PS of 3.4% 11 constant currency. Principally as a result


October 2017
Intercity Express Trains enter service
GWR's new Intercity Express Trains carried
passengers for the first time, marking the next stage in the biggest fleet upgrade tor a generatori.
fit ureyrojic! yo.-WJ a *' SOi!;' rfSSC't
impairments and the TPE onerous contract j provision, the Group reported a statutory loss ' oefce tax cl E326.9m (2C17. piott of CiC«2 Cm)
and EPS Of (24.6)p (2017.9.3p).
;' We are however encouraged that we were able > to sustan a sarong car. flew p^rforrnance cf i Cl 10.5m (2017: £147.2m including proceeds | from sale of a Greyhound terminal). This
excludes the £88.5m of start of SWR franchise , onsh flows1 idken together we gntrated
: Cl93.0tr.oi free cash ficvv, hr!r;i'iy toieduee i our net debt: EBITDA ratio from 1.9 times to 1.5 : t'mes in the year, or from 2.3 times to 2.1 times on a Rail ring-fenced cash adjusted basis.
Balance sheet
In the year we reached an important milestone j with our long-dated bond portfolio beginning to I mature, allowing us to significantly reduce our j Ltu o interest \y.2 'J:ri i ;y sta-'lino, to n finance ' and rebalance the Group's debt. We are i pleased by the support shown in the credit I market for our frr-proved resilience and financial ; proffe. We raised $275m»i Fet/ua^y ?018 at a weighted average cost of 4.25%, arc in March we used Ihe proceeds and other monies to redeem the £300m 8.125% coupon bond due September 2018. This action will generate interest savings of an estimated C14m per year ! from the next linancial year.
Investing in our passengers' needs
We have continued to invest in passenger convenience including initiatives to promote contactless payment, online and mobBe ticketing and travel information improvements and other technology to streamline and enhance our operations and responsiveness to customers end other stakeholders. Meanwhile our commitment to tho safety of our passengers, cur employees at id nil th.rd parties interact ng with ou-'businesses rernains unvvavering. Our approach to safety is a combinatfo-1 of innovative technology, external assurance and our behavioural change programme, Be Safe, all of which have made further progress in the year towards ensuring we are always operating to the highest standards. With increasing focus on local air quality «nrj emissions we are constantly striving to improve the performance of our vehicles and Introduce even cleaner engines.
Group outlook
Overall, we expect Group earnings in constant currency to be broadly stable in the year ahead. The Group is expecting an overall imr^rovernent in the Road dvlsions' margins and returns, underpinned by the momentum in the First Bus turnaround and First Student's growth plans in the year ahead. We expect Frrst Transit's continuing growth to be tempered by the loss of high margin Canadian oil sands business, and that sustaining Greyhound's earnings will be challenging given the changes in the long haul competitive environrnertt. The overall progress of the Road divisions is, however, expected to be offset by a smaller contribution fror n otir First Rail portfolio .n the year ahead, reflecting the slower rate of industry growth and the
ibUdhii Kj uf uui 11'iaiyrj ia under new oontiuol terms. We also expect higher free cash generation from the Road divisions after the disciplined investment required to support
oui passengers' needs, offset by a loww contribution from Rail in the year ahead.
Tim OToole
Chief Executive 31 May 2018



FirstGroup Annual Report and Accounts 2018
Our markets
Transport links are essential for economic growth and for communities to flourish.
Urbanisation
The world Is becoming increasingly urbanised and ylohKliseri The lallinc] oost and increasing elrrniicv of transport links help create intei-connecteri economies, even as mote people and economic activity move into urban areas. More than half of global OOP is already gnncrjlixt in mo largest 000 atfcs. and mora than half trie wren id's piuflaiion today ortoady tore in urban areas - and both trends are set to increase. Despite ever more sophisticated forms of long distance communication, the rapid rise of cities globally is expected to continue, given the Importance of faco-to-face interactions in increasingly knowledge-based economies. Transport Bnks within cities (such as Ihose provided by First Transit and f'iist Bus) and between them (such as provided by Greyhound and first Rail) will continue to be an important driver and b&neficiary of these trends.
All of our services are critical enablers of economic growth and improving quality of life for people and communities. People need to travel for a wide range of reasons - business, education, healthcare, social and recreation - and across our five divisions, FirstGroup responds to these needs for our customers. While each of our markets has some unique characteristics, several key themes are important to each of them.
Congestion
With 1.bm people globally moving to urban areas each week, maintaining mobility wilhin cities despite irtis increasing population (tensity « a key prinity, fine! it is clear thsrt an approach based primarily < ri the: oar h no longer ftutrterttiL Soma esiinvthv; put thoapnuat cost of congeslion to Ihe average UK driver at almost O.OOOayear.
The cost is also counted in air quality degradation and higher carbon emissions. II is dear that increasing use of public transport systems is vital to the continued prosperity of cities. Whilst our businesses can also be affected by congestion day-to-day, they clearly form jrait cf thR k;ng leun rolupcn mHowu liav^/s to Icutve tnc-ir cars tx.i"'f id Wr> al ;;> stmt! lu bo at l!iy to'eircr.t yf HxUicUttfs v. n» emKe .v.ir own •jnw'cnuiortal footprint, asoutVeu r k#fz*pou8e responsibility section on page 23
Local and national
authorities
As good transportation services deliver such a wide
range: ot !iod;\l ami eecroi rn: rx-nnlits, many i;if oui
siiivurtfsaiKin^Viitfiiior' communities they serve. Indeed, all of our divisions either emerged from, or compete alongside, publicly funded models of transport provision. In all cases, private sector operators such as FirstGroup nave been given the opportunity to operate services commercially o oitie' io .rcr&Ko ccrrtfwlitm runprowu, valua ror money and e^ctercy! and bring ^novation ai id Kfjisty ii an increasingly fast-moving and complex environment. Across the Group a variety of funding and specfefson mcxfeis ex st. with varyiry degrtts ¦".( rj!.;-::!.e on t-;.:;->l nrvl v n-. i.M anil writes. LWfrjmrj value for money, ensuring we are good partners for our communities and listening to our customers are critical success factors across the Group.




FirstGroup Annual Report and Accounts 2018

CITY OF CHICAGO ECONOMIC DISCLOSURE STATEMENT AND AFFIDAVIT
SECTION I « GENERAL INFORMATION
A. Legal name ofthe Disclosmgt*arty submitting this EDS. Include d/b/a/ if applicable:
FirstGroup America, Inc.
Check ONE of the following three boxes:

Indicate whether the Disclosing Party submitting this EDS is:
[ ] the Applicant
OR
[x ] a legal entity currently holding, or anticipated to hold within six months after City action on
the contract, transaction or other undertaking to which this EDS pertains (referred to below as the
"Matter"), a direct or indirect interest in excess of 7.5% in the Applicant. State the Applicant's legal
name: Greyhound Lines, Inc.
OR
[ ] a legal entity with a direct or indirect right of control of the Applicant (see Section 11(B)(1)) State the legal name ofthe entity in which the Disclosing Party holds a right of control:


B. Business address of the Disclosing Party: 600 Vine Street. Suite 1400
Cincinnati, OH 45202
Telephone: 513-419-8693 pax: Email: andreww.pugh@firstgroup.com
Name of contact person: Andrew Pujgh
Federal Employer Identification No. (if you have one):
Brief description ofthe Matter to which this EDS pertains. (Include project number and location of property, if applicable):

Request for support of Class 6(b) property tax designation for property loacted at 3940 South Normal Avenue.
Which City agency or department is requesting this EDS'? Pep*- Planning and Development

Ifthe Matter is a contract being handled by the City's Department of Procurement Services, please complete the following:

Specification # and Contract #
Ver.2018-1 /'age 1 of 15

Demographic change
rrnnir-urt :>i;t.ifcn, r.aad ui irw: accoui n (j!
demographic changes Many segments of our
communities - su<;h as those in education, retired or
in r-.oe-."' ti; Cim& si "a i-ate, - i ia\A: fikvays ivs!i 11 rum
reliant on mass transportation. With a rapidly aging
population in many parts o/ the world, this proportion
v y3! [o Ii loon^inc) nur?iii?.'S ol ir'tiiri-^i'^iiy
vouivj) i;!b<;!i data's rv<; also liioownj) not lo art*'.-as 3J, fiven 0 »< oafe of I Kiyrfxj aid 11 iai ilninii whr.;ri is ops-i to usrig our services provided we moot its needs, ano we are •¦.i ta'.cHSy t'vystny theso custoina ? - particularly r Grc:,K;Geographic markets
Our core markets in the t'K and No Ih America share several demographic, social raid political characteristics wi iidi make (hem attractive- (or transport onciatcrs. Florh aro hea.'ity and inoroasirajiy urbanised - just o\er 80% of the population Ln the UK and North America live in urban areas today, increasing to nearly 90% by 2060. High and irtcruasrng proportion!, of both populations are either in education or retirement age, demographic bands where uss of our services is proportionately higher Although car ownership is relatively bun in both markets, national and local authorities actively seek to encourage greater use of alternatives.
Service standards
Both markets also nave long histor ies ot
deregulating and outsourcing transport
solutions, with mature business models
¦and regulatory framnworks that encourage-
partnering with the private sector tor
tiansport infrastructure and services. In tl:s
'onger term, we believe, there is s'-jni'icant
opportunity globally for the services we
provide, and we are actively rnonftoring
a range of markers for opiyytunlt'cs.
Customer;,' wi-Riswnents for safety, conifoi! <«nd convenience continue to increase. The multiplication of potential transport medss and coiripcrMfcri LiOT/.'iiai opeistii's cciitrrues in cJiive up quality ¦31 id pr.rtoiTiwr'cc stontlaids fi-iow.jlKS.it tho indusiiy.

Qj For more Information on tho market environment for each of our divisions please go to the business review section starting on page 12.
Our customers' requirements are complex and constantly evolving, and responding to their needs .:"> r.f'tic'-'l fcitermntcctniKy halwifi i Jiffc-rcnt Iransixnl modes a> iiwiews-riyiy ;niL,\vtrjit, it, •he wcviskw ot ilia wal-faii-i uifr;irn;>S;);i nece«?ty !n iv-iko l;r;M ol Ihftm. In ft? of cyi -rSvi'Ayi; v.*? .lie^"ll'lln o-t inert! cotu'i'k'n* NHvk'i;.-o; livou'l--' titrate '".re flrohJeftcKluiij, anvuvwi ^nori.v(! ¦<> nciMjus !fn.ch:«W- ¦¦.) ;ai:l gsttivj io know our cusic rit'-rs' ncrxs brtrer tm-jucn customer relattonsnip management techniques

Meanwhile the growth of transport as a service' models, such as ndeshoring, represents bolh an opportunity for our businesses as well as a souice -< j!.>!<.
FirstGroup Annual Report and Accounts 2018 09
Our strategy and business model




As a market leader in five segments of the passenger transport industry, our unique scale and diversity is our competitive advantage. Our overall strategy is to leverage this scale and the breadth of our global expertise for the benefit of our local markets, in support of our vision to provide solutions for an increasingly congested world... keeping people moving and communities prospering.



Our business model

We provide transport solutions across our live market lea<.imy divisions
First Student faSr First Bus ¦ • -
International experience and expertise
Relationships with key local authority and national government stakeholders
Reputation for safe and reliable services

A stable financial platform
Committed to our customers
We keep rxir customers at the
heart, of everything we do.
Dedicated to safety
Always front of mind, safety is
our way of Ufa.
Supportive of each other
We trust each other to
d&livor and work to help one another succeed.
Accountable for performance
Every decision matters, we do the right thing to achieve cur goals.

Setting the highest standards
We want to be the best, continually seeking
a better way to do things.


How we manage the business
Leadership and governance '
' 'Each o* our ityc oteonsis n ir\av": a decentralised way so as to be : ', responsive to Ihe needs of our local ; customers. All, however, aie managed . in compliance with'the Group's overall ¦ vl^'arri vaiueVand with regard to ; ''the strat^tj^di'WClioii thu Group. centredtuncttofcOur lean corporateV roehtiBfrin^OTfoslen^ a higli" ' rrerformahce curture,'sets the strategic . direction; lafses'ancj allocates capital, . develops ai^'mrmag'es*oii.talert, establishes key targetsi and standards, monitors perfomanqo and provides challenge/All of our businessesown and rraiug"?. Iho nr*:; ihisy f;i;;;;v,;:h appropi iate assistance fiom the Group functions as'necessary.
© For more information on the overall governance of the Group see pages 49-59.
Key performance 1 indicators (KPIs)
'• C«;'.:p-.¦{<--(ri li>.y-•;•! ¦'.
. n K'inh!-'l'.
: strategic objectives. Financial Kris are Group revenue', adjusted operating pmf;!', ii^ii:.i>j| ES \i; /.-j no,-;.'-;', v.irdi ioyciiv)! (iiv^ourcsdi It?-'.' rrd v. :!u<- crenxn. NonJnanoid KPIs include contract retantbn, like-tor-lke revenue growth, puKctuarrty, safety", employee engagement, average fl.:sil :vf*, uf-l'inifi: r)-:ii|jar'.s'.n-,!j(v satisfaction commurirty investment and greenhouse gas emissions.
© See pages 30-33 for more information on our KPIs.

Metrics which form pari of the performance measures used *o assess executive compensation.
Principal risks, ' :
We take a holistic approach to risk; " - iiv^'(?.K|Hi:j
© See pages 34-39 for more Information on our principal risks and uncertainties.
Remuneration policy
A k'r^ principle underpinning the " executive remuneration policy is to ensure it is aligned with the strategy
;-:fM!:i;;!<,;.(!.lli:?l;!?;.-r,:||.'r.v.-.'.-,
a strong and demonstrable link between incentives and performance delivery in a consistent and responsible'way, enables senior management to share in the long ten 11 su; coss Cf the C«aup v*lnr.\il oUrverrig over flr* tardus tw>M"ri vji i:i\X;u/i\::M(i An:0 See pages 63-94 for our remuneration report

FirstGroup Annual Report and Accounts 2018
• Delivering our strategic objectives
(y Focused and disciplined bidding in our contract businesses
Almost half of our revenue is derived from around 1,400 contracts competitively
procured cri behalf of passengers by government bodies and other parties. Formulating innovative and attractive bids with appropriate levels of risk and managing the delivery of cur commitments in a range of constantly changing circumstances is a cot e strength of the Group.
(2) Driving growth through attractive commercial
pi upusHlons in our
passenger revenue businesses
Our other main source of revenue is derived from direct ticket sales to passengers, who represent a bread demographic mix anci ir* ojr services to- a vartoty of buwers, commuting, ¦:cvii and .ecreatiopal i,m?-tv. Understanding and responding to the changing needs of our local customers is therefore et iticr.l to r.\Ji sues:; >ss, A toy part of our strategy is to innovate Ihrough technology for our passengers In the areas of ticketing, realtime information and to enhance our ability to offer value for money.
(5) Continuous improvement in operating and financial, performance
Our goal is to operate reliable, convenient and safe transport services on comfortable vehicles staffed by helpful and qualified ernrJoyocs, ever/ dny, in all weathers, and despite sharing increasingly congested road and rail infrastructure with other users. To do so we must constantly reinforce the highest standards and seek out best practice from across the Group and beyond. Ws a'm to bring the san le focus on discipSne and continuous improvement to our Ingres
performance, managing
employee pradiKtfMfy, asset and fuel efficiency, proouretnsnt, o\rerheads, insurance and other otxsts to ensue efficient use of our resources and Dest value for our customers.
(4) Prudent investment in our fleets, systems and people
To continue to deliver over the longer term it is vital that we
us»*.!» cor <<•* fcreM? re­generated from operating ¦ activities to reinvest appropriately
n 1 «jr -isy ssoste. Oiir mas: I'Tiix-iUd;' i!««:!;;: ow 1 , ¦' -we invest substantia) sums /I ''fet;-i;;ina. >c.t;.vv:'q u developing our employees.
The almost 50,000 vehicles we own across the Group are our
rnost significant capita! assets, whit.h we must invest in to offer the reliability and comfort our pass«ngers want. We also inves-t in our business systems and back office processes to suppo; t our other strategic cbtectives.
@ Maintain responsible partnerships with our customers and communities
By its nature, the transport
industry involves the risk of injury
to passengers, employees and
third parties, which is why it is
central to our culture to keep
oofoty front of mind, Wo havs
reinforced this in recent years with our Be Safe behaviour change programme. We aim to bufd long :wm responses partnerships with our customers and communities. This includes managing our impact on the environment. Ultimately the sustainability of our business s ibi tly 1nfeykv1.ne.-ci with the aspirations, opportunities and success of our customers -i"u cr.n.' -.r'liti •-.
Passengers
Safe, convenient and reliable travel for 2.11ki pawerigers each year
Communities and government
Stronger economies and more vibrant local communities
whilst providing a defiversbfe response to congestion aid an quality concerns
Employees
Rewarding long term professional careers with opportunities to develop and grow
Shareholders
Sustainable cash generation and
vnliifi creation for shareholders



FirstGroup Annual Report and Accounts 2018
Business review >||p First Student
' Year to 31 March
: Revenue
Adjusted operating profit \ Adjusted operating margin i Number of employees
2018 $2,350.6m $210.4m 9.0% 48,000
2017 $2,323.3m S222.0m 9.6% 50,500

First Student share of outsourced market
wound -iS'.i of to'sl nv.-.rkMj
2018 approximate revenue by type

Our priorities:
b Leverage market leadership
a Grow through higher contract retention,
innovation and selective M&A b Enhance efficiency of our cost base
5m 460 1,100
student operating multi-year
journeys per day locations contracts f

: •risl StaJuii
j » NatiOivj Cxp»;«s | • blA
\ « li!;ii>':s Ctsifyl. K'apt,

21% • Hc«w-to-8Chr^Ctx»tt_actSw 91% 1 i% • Sdic«l -;nd trwd par'y dinner 9% 7%
3% "58%

i First Student market review :'
rand trends- : • >•;': i North/^aica's'rl^.OOp
ddptoy.Wourrt 5^ buses'
"'to provide home-tp-schobi frarepbrtation. ^^o^¦^1iii^pns'of,s^udsrlits., yvjtf\tHe.tofal.!Tiarkct^'
estfrnated'tobewofth'aro^ $25bVi pe£; J;;
;anhurtii?A^ is qirtsourced
by the school districis'tp private operators, I with the remairider. operated'ih:house-^.v ; Buses are also'.'used for cl^er services,'
either forschool customers in addition ' vie scr.iqdujerJisoi'col.runs orfqi «1o1herraisu»riersis^h'as.cJ».i!Ch •
CGmmuret^groups' or.bi.teiness/;a <
Demand forhOTe-tb-s, indutfng transportation, tend to be linked to the macroeconomic climate. The likelifiood of school districts ta '•¦utsui.iioe wd chVtvtes in loe-)i a .tenia for servino rswisiisi ,jlso pty a i>n' in 5rv* size of the addressable market.
: Market conditions continue to support <...
positive but limited organic growth and ; ' modest conversions to oUsourced.: .
providers! haying been through a period * -vvylier.'UTS ewiornc-dyiArt 'tun' put: hiij1 nferfinf * pressure on school board budgets, which . . led to oVgartc contraction, price pressure > ¦:.
and 'atirpical'levels of conti act churn; ¦ ¦-School districts focus'on value fa; money
and quality of execution, including safety.
Kgh>>iLaSty/etM^
h'avft b&n-ible'fo-achieve accw-Nrtatfof!-; price increases in recent years, in part "relloclirip. increas;r.g sliortagea of drive's
iivcalait.ragd^is as fe US smptoyinetif
market has strengthened.
Customers
School districts' obligations to provide student transportation are determined by crtdria set at state levc-l. Oonbacts .iri! ty|5iC5ili'v inret; ro fiV>: years in durstion after which they are often competitively re-tendered, ar-d spec-fy cr art. islly indexed pricing, meaning tnat private operators bear cast nsk. In addition io ft.f-tijtr.prfj outsoutci' -:j tei Iho firsttime ('conversbn'), and the price indexation.
growth is also driven by.addition'aJ.routesi r due to population growth or other factors : ('organicgrowth'). r.^-H .-.'^r; r-'r:-'
Competitors ¦„;.,' %:•<.;;71:-:-;The private dutsburced; market is'highly;4, ^ \ >Market attractions
¦ Contracts with public sector customers, typically low credit risk
• Typically high levels ot contract retention
» Customer service, security and safety track record often as important as price
» Established relationships with local communities a barrier to entry
' Fragmented marketplace - multiple bolt-on M&A opportunities.

FirstGroup Annual Report and Accounts 2018
First Student's revenue was $2,350.6m (20 i 7: $2,323 3m}., w.th rcreusK, from tt ie fourth year of our contract pricing strategy, some organic growth and rhdexation on existing contracts offset by contracts not renewed. The busriess operated for a similar number of days overall in the year, with the additional operating days in the 53rd week offset by the timing of Easter. In constant currency and excluding the 53rd week, revenue decreased by 1,1%. Reported revenue was £1.77!.1m (2017: E1,7S0.3m).
Adjusted operating profit decreased by 5,3% to $210.4m (2317: $222 Omj in constant currency, an adjusted operating margin of 9.0% (2017: 9.6%). Contract portfolio pricing hiprovements and cost efficiency savings were offset by ongoing driver shortage costs and other inflation, lower contract reten'ior rates than we had targeted for and the impact of the severe weather experienced in the second half. The net impact from bad weather was made up of a relatively high number of weather make up days in tf le first haif (reflecting tire severe winter In 2017), largely offset by an unusually high number of days lost to bad weather in the last quarter, some of which we expect to get back in the 2018/19 financial year as schools add them to the end of thfar academic calendar. In reported currency, adjusted operating profit oocreased 8.5% to £t56.5m (2017: E171,1m) and the division reported a statutory aofit of £88.4m(2017:E119.0m).
Focused and disciplined bidding
During the summer 2017 bid season we continued to focus our bidding strategy on only retaining or bidding for contracts at prices thai rpflryit an appmryjata return on the capital we invast With a substantial proportion of the portfolio already benefiting from this strategy in p'evicus years, the inodflratrhg 5.;>% average price increase on 'at risk' business was largely as expected, as was the higher 'at risk' retention rale of 83% compared with the prior year (equivalent to 94% of the entire fleet). Combined with Continuous improvement in operating and financial performance
First Student delivered further cost efficiencies, induding from changes to our engineering practices using the expertise of First Transit's vehicle maintenance services segment, and from our ongoing focus on best practice sfiaring and standardised processes within
recurring cost savings ot approximately
$!3;r Mtlwyew. Thesa iniiiaiives have beei ¦ delivered despite the ongoing challenge of finding and retaining drivers in some locations due to the strong US employment market. We cortirue to invest in our recruitment marketing, onboarding and retention programmes to contain the resulting driver cost inflation. Despite d"ver shortages, our non-school charter bus offering, which benefits our asset utilisation rates, grew revenues by 7.1% on a per bus basis.
Prudent investment In our key assets
We have sustained our investment In systems and processes that differentiate our offering and enhance our customer service levels and safety belfomiancaOur FltstVww smartphone app, which provides real-time bus, locvjiion irackfeig for pa'Ctts and school boards, now covers 140,000 students with 22,000 registered users to date; additional functionality for school districts has recently been added to the system. We have sustained our Investment r trip (loci and continue to improve our approach to cascading buses around our operations, which is a signi'icant competitive advantage of our scale. Our average fleet age reduced slightly to 7.1 years.
I During the year we completed a small
| acquisition in the Chicago area, which is
' performing in line with our plans, and we are|10
9|building up our pipeline of potential bolt-on
: acquisition targets tor tho future.
Responsible partnerships with our customers and communities
We are entrusted wilh the safety and
: ,;a ri:v::,;'t"'k- :>i ;:;;:!Jh>- •ivay c.v
we take that responsibility extremely seriously
We maintained our safety track record during the year and are investing to improve our performance further. We also maintained our already high customer service scores and increased our likelihood to recommend scores. We have also begun a partnership with the US School Superintendents' Association to support the National Superintendent of the Year Program as part cf our commitment to support our communities.
Our priorities and outlook
In the year ahead our focus is increasingly on profitable growth. Wo have had an encouraging start to the bid season with ii i ipi wed letentiun intoo ond oomo major
new contracts already secured. In addition to improving contract retention and our ongoing pricing strategy, we Intend to strengthen our chartor proposition, ixrease promotion of our nascent managed services offering to school boards who provide home-to-school services in-house, and will more actively consider inorganic sources of growth such as small bolt-on acquisitions. We will contfrtue to improve our cost yfficiency tltrouol'" .ni'ja!««es such as enlianced on-board technology : that will yt ihaiK-e d;-.ily Ojjerstioas and driver management, the full roll out of an employee I smartphone app which is transforming our I ability to communicate with our workforce | and's spociftonSy .wn-'c at Mptrg boost : driver retention, and the ongoing integration ; o* ot.r ri:af'U,ivii:cn :¦¦ .:i vx:\c\ .:< s with First Transit
FirstGroup Annual Report and Accounts 2018
Business review
First Transit
;; Year to 31 March
j Revenue .': | Adjusted operating profit ;,- i Adjusted operating margin ¦'.') ¦ Number of employees

i Approximate First Transit ; share of c$30bn North American transit market
(of which c.30% is outsourced)
2018 $1,420.4m $77.8m 5.5% 19,000

2018 approximate revenue by type
2017
,358.9m $95.2m 7.0% 19,500
Our priorities:
b Maintain value leadership in core business
Jlifot ne^busjnes^
Growth from adjacent services and new geographies
vehicles owned or operated
a year
12,600 330 340m
contracts with passengers
an average value of less than $5m

HrsTTjaisrl 5% *f tedroute
Otter ou»aourcod providers J5% •fwatiarw*
I" Hc.M.% '70% •3hirtite _ '
eVuiucte services • rial ""

First Transit market review ? i; v-; .' and trends . ;
:The.transit marketiswdrjtrfaround'; ¦,'¦¦¦ :¦¦¦ $30oh pry.arrium iri' NwtrYArneiica?of }'- i -whicharound30% isouts^rced.'Prr^ate ; : -providers manage, opefa%.n^riU^-and;;.V r organise transportationservices forcjiehts ;-; ¦under cortoctswhich typically last for : three to f^e.years-Thcvr^aWWith aging populations and increasing urban congestion, the range and sophistication of twispor Taiion services inat municipal authorities seek (or in some cases mandated) to provide is rising. Private sector .•'efficient alternative to in- house provision. . ;V; {which results in the continued growth of • ";' 1-Lhe o5sA*bed martei*MeanV.,hile thsv .«,-„; shuttle segment continuesto grbw^ with r. private'eompariies, universities and ,: - \; '-arporte's^ektrig to ofl6r-imcro\^«ervices.% ito.ttieir.bwn customers.and.OT ¦.;¦•<$
Customers;?^/;iv;'if\ i:-" A wide range of. cWomers'cbntract, :out feed route-arid pwatransit ssr.vicosi ¦* including municipal transit authorities,* ¦ federal, state and Icicalagehci^r Trtese • .contra^typteaily are to'oper^ and •-.' m-jr^fyell'ch RbcstrVcvv: •sf;cJ'liy the'di'.Mt. Institutions such as'unfVersities. hospitals, airports and private companies are the main clients for trie shuttle segment; and usually !V::.j!::rr;i provision o! tho'vchjclfi fleet. VchkJa' maintenance services include contracts tor private and public sector.crierits, including muiiiiclp.i-iit'es. and fire ,3rd p6lic« departments.
Competitors
First Transit has around 15% of the outsourced market in Nor th America, which ac-ouny; for c.30% of the totol market. The outsourced transit market
h is fragmsfusd" fliough'.Bfst/Transit has;rwo ¦ x
large competitors; MV Tiarispdrtation. Inc. ' .¦';.and;Tr3n3deyNpVtlVAm ¦-*' i Seryic^.buanessis'^ *^p* ]Bie Isrgrbst^wQWo^s^ift^jc^si^c^^i: j.
;-anr! Ryder; bfctrig^^
^ A hun ib^otsmairand m^
;;cor'ni:iai"iif-.s ;repi'e^eiH:'a'significa>"it *™Jc7f'*.
^proportioned ' -
- *ohe'(TiisrJhew efrtr^ts,'tte . 'record remain important differentiators': ,, -
-Market attractions
•« Contracts with public sector,customers, typically low credit risk
Typically high levels of contract retention
Low ievels of capital investment required (apart from in shuttle)
-«Aging populations and congestion trends provide support for continued international growth through further outsourcing.

FirstGroup Annual Report and Accounts 2018
First Transit Is revenue was $1,420.4m (2017: S1,356.a ii), an increase of 2.4% in constant currency and excluding the 53ra worek. As expected, contract awards and organic growth in the rest of the dfc/ision was partially offset by lower shuttle bus activity in the Canadian oil sands region compared with the prior year. Reported revenue increased to Cl.072.7m (20i7: r !,Adjusted operating profit was $77.8m (2017: $95.2m), representing an adjusted operating margin of 5.5% (2017: 7.0%). A disappointing first half margin principally refloctesucceeded in irr^Drcving tts second halt
margin as forecasted, reflecting the reversal ol a provision against receivables made in ikjh: ofthe hurricanes wtitin devastated Puerto R'co in the first half and despite higher rns.-jicni costs and continued cost pressure from driver shortages In certain regions. In reported currency, adjusted operating pro'it decreased by 20.6% to £58.2m (2017: E73.3m) and statutory prolt was C3-t?.rn (2017; £7i.3rJ.
Focused and disciplined bidding
Our shuttle business successfully renewed several university campus and airport contracts in the year; however, two of our contracts in the Canadian oil sands region were not, resulting in a £5 4m restructuring charge in the year- the loss of these high margin contracts will have an impact on the division's margin gohg forward.
In addition to tho oil sands contracts, we also completed work on the two relatively large poorty performing contracts discussed al the
J i,:!'' V.Vi' "4:' '.''i^*; i,v? i ;.:t' 0<"> ;' ; il i^V
higner prices and lost, resulting in our retention rate on 'at risk' contracts of 82% during the year. Frst Transit did however have a good year for new husinoss, with 33 new contracts including major paratranatand fixed route wins from tl-e Vancouver and Las Angeles authorities, respectively. We were pleased to retain or extend a number of significant pieces of business during the year, such as our Greater Richmond paratrnnsit contract wfico we initially iulfiteo a short term emergency contract that we have now extended into a multi-year relationship, and our City of Phoenix fixed route contract which we have operated for over a decade. We are tak'ng a measured approach to applying our enrpgrtra? tn npw
geographies and services to secure additional sources of growth. In the year, we extended our successful Panama contract by an additional twe-and-a-haif years, pa'tapatod ;n significant North American commuter rail and light rail competitions, and are working to establish a solid footprint in the Indian market.
Continuous improvement In operating and financial performance
We continue to develop our technology i infrastructure, management expertise and
national service platform to help to sustain j Frst Tr&"st's porlbn i kir.ee ;n i ugHy ooi< ¦: K?ta o j markets. We also upgraded our recruitment, i retention and training systems and processes I to ensure we maintain the necessary capability ' in what remains a tight US employment market. , In the year we had some success initiating a : programme to recruit unemployed Puerto
Rican drivers to take on rates on tho mainland
experier icing in some arons
Prudent investment in our key assets
In the majority of our contracts we operate or manage services on behalf of our clients rather than providing vehicles. We have maintained our investment in the latest driver management, predictive analytics and routing technology. Wc as also invesbng »¦> fiutnnomous veNcte (AV) technology, and now have six AV operational partnerships underway, including ou fVsit vehicle on pubfc streets scheduled to st,:i! i m Jute 2018. Additionally we have established teaming agreements with several leading AV manufacturers to provide new growth opportunities in this market.
Responsible partnerships with our customers and communities
We remain committed to offering the best value oackaqe ra our customers and the communities we serve, which means our professionalism, technical and operational expertise and safety standards are as important as our cost effectiveness h winning or retaining business. We have completed the roll out of o„.r safety behavioural change programme, which has had a positive impact on our safety performance, and we were pleased to have further increased our already strong customer satisfaction score during the year.
Our priorities and outlook
First Transit continues to develop our diversified platform of sector expertise and exceptional management strength in North American transit markets through continuous investment ri our people arid technology. We see opportunities for further growth in our core markets, particularly in shuttle and In vehicle services, increasingly for corporate as well as public dents. We also expect to have
opporturrmesrnafljacefitnriarkeswnerewe have now established our credentials - such as toht tail, commuter rail and bus rapid transit (6RT) - to cecorne rncrea&ngty Significant for ou buskisss. We continio io dftvelop partnerships with ridesharing companies to
! provWeArriericanswithDisabiTitiesAct-
; compliant transportation.
Wt-' e"i«::t confident 'hat oi *• servioss arc n ; compelling option for ooth local authorities i »icj pi :Vj'p cu; tomers to m itsowce ti >fen j transportation management needs. We will | therefore keep bidding for contracts offering ! good margins with modest capital investment, ¦ while seeking to replenish and grow our ' portfolio of contracts both within our core 1 markets and by piloting new business models.
FirstGroup Annual Report and Accounts 2016
O
Business review Greyhound
Year to 31 March
' Revenue
; Ad usted operating profit • ! Adjusted operating margin
2018 $912.7m $32.8m 3.6%
6,000

2018 approximate revenue by type
2017 $894.0m $55.2m 6.2% 6,500

Our priorities:
a Capture maximum value from our brand
and nationwide network • Extend successful 'Express' model h External business review
destinations across North America

4,000 1,000 1,600
approximate
vehicle fleet
Point-to-Point Greyhound Express city pair combinations
• 'jZOptirtes »:i>ui^)97r3^^ •.¦151-i.44%
38% "13% "" 5%
• POCkUgO GXP**
o Oiaitor
80% " 7 V, 2% 1%

Greyhound market review
and trends ¦;>•-¦¦¦ ¦¦ ¦ ¦ .v.;
In the last ten years the US intercity coach : .industry, hasienhanced its relevance to y ¦potential passengers through Improvements ; in the onboard[ experience and new or , ';¦'¦' : improved offerings such as point-to-point ' ;: ¦ 'express';services on high density routes. : . The potential market size, remains a '-.'.< V :' liSig^iicsf^'oc'poitjnity, vvith 42m'peoplG. * ccTOide'ringcoach travel every .year, of . 'wrxxii a quarter, currently use Greyhound. Even regularcoach users choose;.' cornpctiiig modes 75% of the time, but a rambjiatkri oi-convenient city centra destinations, tailored services and price has (:•:.:? !.o',0'rti"-i to ryot-v ridership'ai id frequency of use, particularly for relatively short haul journeys
The substantial and rapid fall in at-pump .'i.ri.l pric'ij:; in thy fi'ijil months c:r?-i'-"4 resulted in a reduction in coach passenger demand as the cost of other forms of transport became more attractive. More recently, competition from ultra low cost
• a51res; that have added s^nifica! it -. - «
.capacity to 'iieir fleets in.iecent years,...
"iiashada'signifitam *npact.-part>c.-Uarly . -
on longer.journeys. . . - :
; As well as passenger revenues, income is . generated from package express services, charier and tour organisation and also terminal catering outlets. Partnerships between Greyhound and independent ••bu'ivfc^-fiiCafning^-wtefid-UKitcikli of ournatiohal network -
Customers
¦ iVtarihy\mD&cn intercity coach Irms ss've a 'Aido range'of customers, many of whori prioritise value arid whose primary purpose is to visit friends and family. Direct point-to-point services such as Greyhound Express and BoltBus have* begun to attract a younger, urban demographic with less interest In maintaining a private car. Historically customers typically bought tickets at terminals on their day of travel, but ir,o«iasindy:i 'Ston-e- at? wram in advance online or on smartphones.
Competitors
Intercity coach'sefvices compete with many i other modes of mid- to long-distance travel across North America, including budget airlines and the private car. The intercity , coach market is highly competitive In ?,dens3 trawl corri;.lotS;such i-s the US-
• north ftast and riortii' w»5t,°,whpr* cm '>i also competes witfi'air and rail.
Market attractions
.». Private car use becoming less attractive particularly to younger customers, due to increasing urbanisation, congestion and costs of motoring
» Target demographic segments responsive to innovation through technology and value-for-money offering
Opportunities to expand penetration and footprint in US and Mexico
Under-utilised services may be part-funded by transport authorities.

FirstGroup Annual Report and Accounts 2018

Greyhound's revenue was $9l27m Adjusted operating profit was $32.8m (2017: $55.2m), representing an adjusted operating margin of 3.6% {2017:6.2%), with our abiity to mitigate the revenue challenges noted above through further cost efficiencies Ihited by tho ongoing increases m fleet mamtenaoce okI driver costs previously highlighted. Greyhound was also affected by this year's difficult weather conditions in some of the busiest parts of . our network. Recognising the difficult trading conditions in the year and the outlook, we have impaired the carrying value of the drVistdn's goodwill and other assets by $387.3m or £277.3m. Adjusted operating profit In reported currency decreased 40.1% to £25.5m (2017: f:42.6m) and the division reported a statutory loss of C266.3m (2017: E53.7m profit).
Driving growth through attractive commercial propositions
Greyhound is a unique business thanks to its iconic brand and access to by far the largest intercity coach network in North America Over recent years we have taken major steps to transform all areas of the customer experience throughout the business. With tne trends in differs it parts of our business diverging, we aro adapting our business in response. Our point-to-point Greyhound Express and BoltBus brands, which offer higher density timetables between popular city pair d&stinations, have successfully grown since their irrtrodLiction and we aim to convert more of the 'radii onal retwak to run s*nil;" schedules These have been strong hri-ftfiv: anes of the frfnstorrna'icn in Greyhound's business systems in recent years; and since February our entire network is now Lwr-'i: nr: from real-time pncYy rtod yield management. We are further developing our relationship management systems to offer i)K'';:'fi;-;fc>''Xj?ti)miisf>»Tidrk.:!;y.u ¦ '-i:!i;s-. marketing spend during the year to promote awaraxjss of these changes through targeted online advertising. We ato continuing to















upgrade our online offerings, Duilding on the well-received mobile app we introduced in 2016717, with the majority of our customers now buyinc tickets t ising tins app or crime. Throughout the US network e-tickets and bus-side scanning have now been rolled out, streamlining the boarding process. We have also strengthened our punctuality processes and systems, and hat/e recently updated and standardised our customer pledges on service delivery whilst upgrading our terminals whore needed to improve the passenger experience.
Continuous Improvement in operating and financial performance
Greyhound ended its long-standing pool arrangements with Peter Pan Unes in the US North East during ihe year, {toting us lo develop our own separate offering in the region,
uf H'.j ba n;filv
priA'iuiMy tuij
ijijiuitit'is wild jii ui available to our passengers elsewhere. We are also tsdng, action to improve the efficiency of our fleet mar-auwrant v/itti thy iteve'opn tor! or a new specialised centre in BrownsvSle, Texas.
Our Canadian operations (15% of Greyhound revenue) remain toss-making. Despite a range
of cost-reckidscn and sfxaoncy miMi-ase;; •av 'xveral yo-itfs. we co; tinue to exi^iiencf:: demand crraHengos. In the year we applied to eliminate services on the majority of our routes in British Columbia which will take effect from 1 iune"0!8.
Prudent investment in our key assets
Following a number of years where the business required few additional vehicles,
tii-'; v:vc rur'!:.;{reo: ¦«¦:-;/ ph-• ",iw;; >;
'¦ ;--C" '.'J ?>~>- new ty.'\*i\: ;m1'¦ ii 'Vr:t w-.'e high-qualily amenities as standard including free Wi-Fi, leather seats and generous legioom. We regularly review opportunities to move to intermoaal transport I iubs or new facilities
Quick and easy tickets, across the network
Greyhound launched 'mobile !ict-King in Soplon iber, roiiirg il out'dd'oss li^a network in Novemoer. This allows customer, to purchase ticl-.sis qjickly cod oasiK' horn tne greyhound.ram. -website arid board a bus by simply showing their mbbils de.ico. The no-// ps.oe'i&ss capsWiy is sireamfning Ihe .travel and bsarririgprocess tor Olivers and customers alike across North America. "
®
Find out more --,WAv.greyhoi;ndicorn '

tailored to our needs, and during the year we ; relocated to the new Intercity Bus Terminal at ' the Jacksonville Regional Transportation Center in Florida, as well as two renovated terminals at the Arritrak station ir, Salem, Oregon and Union Station in Springfield, Missouri. We now occupy a new trttermodal terminal in Baltimore, Maryland. July will mark the third annhrersary of providing international links to find riomesfc i services within Mexico, where we provide '; options for customers connecting from ! Monterrey to Nuevo Laredo and major hubs in Texas. We \vi!l make further modest investments to deliver on the opportunities available to us in this market.
Responsible partnerships with our customers and communities
Further customer service training was
undertafwn in tho year, focuang on allowing
our employees to take advaiTtage of the imprcxred ticket data and service information now available throughout the business.
Our priorities and outlook
The strategic challenge for Greyhound Is that
our unique network across North America is a
significant oomptttN? advantage k other
coach companies but intensifying low cost
airline competition is putting iricrcasing pressure
on the long haul segment. The business review
: that is underway is Directed at determining the
i most ajspropriate response for the Group to
| !:s;; » ;o i S'tJinsTMS "S 'ai"l'.-J
i nyG-Hvfv.:.iihrl. h ihf> ¦ v-ar r '.w oo'ir^i c
: 10 |-Wi.-.M">?Oi'i(.^:-'i'uCy<\'jil.'''!'SO'^,V-:1
i opportunities while adjusting the current network and timetables, though maintaining
FirstGroup Annual Report and Accounts 2018
Business review First Bus
Year to 31 March
Revenue
Adjusted operating profit Adjusted operating margin Number of employees

Approximate First Bus market share of UK market outside London
2018 E879.4m £50.2m 5.7% 16,500

2018 approximate revenue by type
2017 C8617m £37.0m 4.3% 17,000
Our priorities:
a Prioritise investment where we can work in partnership with local authorities
Frictionless customer offering to drive growth
Drive further efficiencies in cost base
passengers per day
1.6m 5,800
approximate fleet of buses
20% •Rashly!
80% • OcV'CirSK
•~l«rtdOis'
•*Olhor







67% 24%'
"5% 4%

First Bus market review and trends
Local bus services in the UK (outside London) have been deregulated since the 1980s, with most services provided by : "i';: private operators, though a small number .
¦'<;¦' lo-.i-iauti ••:.':!:. •tvv'ii.d curators stilt exisi. In local bus markets, operators set tares, frequencies; and routes commercially white operating some 'socially necessary' services: under local authority contracts. Around 2.7bn passenger journeys are mado on birtsorvicos bvitsirir! ¦pf.London, gcporatng ¦
: revenues of approximately E4.2bn a year.
Partnerships between operators and local authorities are a core principle for the industry and central government, to support service delivery, minimise congestion .:iid drive insiWiirio^ is'ii: i^vKfn.-:n-. The DfT promotes this fiirough initiatives such as Better Bus Area grants and the Green Bus Fund. In recent years, operators have improved their offering to passengers through smart and multi-operator ticketing, r (,.::¦¦:<:: (.••„ optc:s.. passenger information and increasingly tailored local services.
Since deregulation, local authorities have had tho ability to regulate services in their area if they demonstrate the existing model ; is failing to deliver for passengers, though such powers have hot been exercised anywhere to date. The Bus Seivices Act which received royal assent in Aprt 2017, iias'scrnewhrt simpi.iicd iho process "cf exercising franchising powers for qualifying local authorities, though it also enhances 'CP range of partners1^ models srer 1st*? 10 local authorities, wh ch Hica Bus dreridy. supports in area? such as Sfiatfirid. Doncaster, Hampshire, the West of Engiand, Cornwall and most recently Leeds.
Customers
Bus market revenues principally comprise passenger ticket sales and concessionary faro schemes (reimbursements by local authorities for passengers entitled to free or rod'or-: iiire-sVA'S-jiafira!",! proper ticn ¦/ customers use bus services to commute (to work or education), to go shopping and for leisure Income is also generated through tendered local bus services and bespoke contracts such as Park & Ride schemes.
Competitors
The UK bus market (outside London) is deregulated and highly competitive ?:i>h hunjrecis'of bus opoi ators;;wc feci- . .competition in all markets ih which we ; operate. Through the year operators have both entered and left the market. The main competitor is the private oar. •
Market attractions
• Growth potential from strategies tailored
to Specific customer s-^gri lrjn-s or to enhance convenience; opportunity in youth dcrhograp'-'o, whg'ie car i.wi.-:••:'•;'; lallinrj .'
¦ Local bus trips account for 59% of all journeys by public transport in England and form an important component of
boa! i\Mir-Mc.rf ?H>i:ty to liJfi! '.if/.-quality obligations
* Bus travel diversified by journey type


FirstGroup Annual Report and Accounts 2018
First Bus reported revenue ot £8/'9.4m ;20'7: CfiS;./*n) forincyc?r, an :nces^ r 2.1%. Divisional iike-for-like passenger revenue growth was 1.1%, and we are encouraged that If scueteraled ir each Quarter of the tinardsl year, though market conditions for the industry remain uncertain and vary by local market. High street retail footfall trends, worsening congestion In several beauties, and general UK macroeconomic uncertainty all affect passenger demand in different ways. Like-for-like commercial passenger volumes increased by 0.2% in the year, though overall liko-tor-like volumes fell by 0.7%, refecting further reductions in concessions volumes due: to changes in bus pass errtittemant and funding. Our contract and tendered revenue increased by 1.1%.
Adjusted operating profit was Eb0.?m (2017: £3/.0m), or an adjusted rrwrgji of 5.7% (2017. 4.3%). Adjusted margin increased by 140bps, reflecting staofosefl passenger volumes, the cumulative effect of our actions to tailor our network, fares, depot footprints and other coses to become more efficient and a fuel tailwir ;d. Widespresd service suspensions due to tha severe snowstorms in rorn»Y and March nad a negative impact cn revenues and profit, wMe the impact of the 53rU week was muted because the year .nduded two Easter weekends, when commuter and school patrorage is lower. Pi incioaliy reflecting restructuring and reorganisation costs, the division reported a statutory profit of f_29.3m (2017: Kie.lm).
Driving growth through attractive commercial propositions
We corrtriue to Improve the simplicity and
convenience ot our ottering lor passer gers, particularly in ticketing. Around 80% of our
fieet has now been fit ted with coniactless payment card readers and we wiU complete
the nationwiae roll out by summer 2018, inaking us t":i .fe; :xifr»i\Hi! < <-;i ra^:i <;n to do s <. tfckt-t-r.) r ow ecu* ts tor iv ii* o' our sate,; - In the contract tender market, we are an industry leader in managing Park & Ride services, winning or retaining several contracts In the year including the country's largest such operation in York. Our airport and university shuttle portfolio also increased and we delivered services for high proffe events such as the UH A Cr« np'ons i eagut- Ih ul in Cardiff n ^.uns 2017.
Continuous improvement in operating and financial performance
We continue to take action to enhance our cost efficiency. AS tho bogirvn;nrj of the yar wo consolidated from six to four depots serving the Greater Manchester area and transferred our Galashiels-based Borders network to West Coast Motors. We have also optimised our networks in many areas to save cost and raise reliability and punctuality for passengers. Our IT investments have allowed us to standardise many of our processes, including location tracking and revenue ccillection, to increase the availability of accurate real-time data and plan our services more accurately. Where possible we are centralising shared functions to realise efficiencies.
Prudent Investment in our key assets
As previously noted, we are investing in the First Rue licet at lower levels than the p"ior year, as wo focus our capital budget only on those

markets where the local stakeholders tecognise the importance of bus services in responding to the problems of congestion, air quality, parking ; and issues cf social exclusion. We took defivery , of 93 new Euro VI emissions standard vehicles ! in tho year. We also operate vehicles powered j by a number of alternative fuels, and alongside ! -me nyd'occin Red in Aberxteon and dectnc fleet i in York, we have now introduced bio-methane [ buses to Bristol. We are also the lead partner j on trie Srst trial of autonomous whdas on i UK •cads, a 301 '•on*! i prcjnct at Milan Park i business and science hub near Didcot,
! Responsible partnerships with our ' customers and communities
; Buses play a key role in keeping people I moving and communities prosper* xj. with | more passengers taking buses daily than | a iy olr ter fan11 of public Irftnsporl. In adcfitioi t. : they are fundamental to delivering Clean Air | or Low Emissions Zones rt partnership with local and regional authorities. In February, the DT annoui iced that 20 councils are to share a E40m fund to 'retro-fit' cusoswith cleaner engines. We worked with several of our focal authority partners to access this funding.
In many areas, congestion prevents us from running refiable bus routes. Local authorities tiro key to solving this, through measures a fCh as Ln $ priority and traffic segregation, meaning that strong partnerships with councils are vital. We are encouraged that last year's Bus Services Act recognises the Importance i of such partnerships. Wo are work*lg w t) i ', Bristol City Council and the West of England i Combined Authority on the Metrobua priority | route network which launched in May 2018 and i is designed to improve the bus offering in the
i r ity anri attrar-t ncu i pom Wn also continue tO
i work dosetyr with Leeds City Council; together ¦ we are aiming to double patronage by 2025, j supported by a £173.5m public funding i package ever four years to develop new j bus-friendly schemes, whilst First Bus is j committed to investing in a fully ultra-low I anssions Sect by 2020 in the city.
Our priorities and outlook
: Our focus remains on enhandng our ability to ; deiter cPic-sis: cos r-ffeot-vs .tnd passenger focused services. In tne year ahead we expect i to sustain the volume growth and margin , improvement momentum we tiave delivered i 'n the 201/;l>.i -fi'.;si: Vfc f.m tengafrig our \ investment plans to thai end by focusing on loc ¦' irerkptswlK't;, bv w.-;-o;r rJos<.iV»" partnership with focal authorities, we can cetiver compelling and sustainable transport solutions
FirstGroup Annual Report and Accounts 2018
Business review First Rail
: Year to 31 March
Revenue
Adjusted operating profit l Adjusted operating margin Number of employees

i Passenger revenue base ' of First Rail operations
2018 £1,968.8m £57.8m 2.9% 10,500

2018 approximate revenue by type1
2017 P.1,268.8m E53.8m 4.2% /,500

Our priorities:
¦ Deliver growth from capacity additions and service enhancements
¦ Leverage our scale to deliver efficiencies b West Coast Partnership bid with
partner Trenitaiia
passenger miles travelled
£227m 7.4bn
in franchise payments to Government

tUvsuK>. 49%
»0?ir»iuSS29% • i'-:.vi;t,-i'.-r 13%


• Othar income
In the year the Group received no revenue support from Government and made total franchise payments to Government of E2Z6.9m, which are included in costs

First Rail market review and trends
Passenger fait services are primarily provided by private train operating companies fTOCs) , through franchises awarded by the relevant /authority but may also be provided on an open access basis. Many dements of : • ¦ th%.W\'iceL^oyidsrl to.oUstpmerRare :. mandated as part of Ihe franchise contract and others are left to commercial judgement. Total franchisod passenger revenues in - i •Bio UK-arii'moro than'C9bn per annum.' Rail tracks And jn^astruclurs^ignallirig ¦'¦ ". ;. •. .and statiof -sj are owned and 'maiwgsd by Network Rail, and TOCs typically lease most statJons-frcn Network Rail'and rolir*,g; stock from leasing companies.
Passenger numbers have more than doubled since privatisation, recently react my a ras!-wif;?i rko route Fjeiririlioritior; i r. Great Western.
In late 2017, the Government published its rail strategy, in which it signalled that over closer working relationships between Network Rail
and TOCs will be further encouraged through ttie design of future franchise competitions. The strategy also stressed the Governmer it's desire to sea more 'private sector invnivcimeM in ti re upgrade : and creation of new rail infrastructure
Network Rail's new digital railway strategy promises to create more capacity and . more fteojjetii^ervir-es.arK,' eri&ievadiy-improved mobile and Wi-R connectivity. .The industry ooiific'rysly iS^'o.jgh the I ; Delivery Group) launched a campaign highlighting the partnership working to \ deliver more capacity and enhanced services and a consultation on reform of fare regulation, to make the faro system more attractive and accessible to customers.
Customers
Rail markets are generally.catogodsed
into throe CiXitors! London and south east eqmm,.!ni ^eivicss: rejjonufc and longdistance. C«-;iti.ir;'ri'-tvrorksalso otfor'steeper swvees. Parts of GWR ai! into all fa.? categories. SV\H ;:u. t-;. •:•., o«" hirrv ly .•':r;-:T'.-:':,. f icn ainiy ts Icnu U-:,ty intercity cporatoa and I nt;: :vi cater; principaly ic; lot \'i
:-5'::o:n-:» ;H"-| ¦ ,c ;;-\;'Jhfi
Competitors
TherraincximpetitortorailinthetJKisthe :¦ piv&i.e c ar. On some riasswiger Pews. II ier« is competition from other rail services and,
• to a tess& sxtern, fiom longdistance ccir.dr, services and airlines. First Rail bids for franchises against other operators df current UK rail, franchises and public transport operators from other countries.
Market attractions
» Morethan E9bn of long term contract-backed passenger revenue available through 19 rhajor franchise opportunities, of which more than half by revenue will
'.••'il": hy'>f":
• New franchises typically have significant revenue opportunity/risk with some revenue protection, clear contingent
i;:;;.af:!' retjuranents but low o*;i';£

> Regulated environment, including government-capped regulated

» Historically high levels of passenger numbers across the UK.

FirstGroup Annual Report and Accounts 2018
In the year our f-irst Rail division revenue increased to £1,968.8m (2017: £1,268.8m), principally reflecting the inclusion of the SWH franchise since August 2017. Like-for-like passenger revenue growth was 4.1% and passenger volume growth was 1.4%, in part reflecting a shift away from season ticket purchases and the way these are recorded by the industry in volume statistics. Industry studies suggest the main drivers for recent slowing in growth across the sector include UK macroeconomic uncertainty, modal shift due to sustained tower fuel prices and working practices, and the effect of rail infrastructure upgrade works taking place across the country. Tbe latter is particularly relevant to GWR, although IBAdjusted operating profit of £57.8m (2017 £53.8m) lepresents a margin of 2.0% (2017:4,2%). Divisional profifabrliiy was driven by GWR and a solid part-year contribution (despite its operating challenges) from SWR, partially offset by an operating loss of £6.5m at TPE in the year, while our open access operator Hull Trains performed well despite
aiso experiencing sorYls operatic)) IUI ol lalla iges in the year. We have taken the decision to provide for forecast losses of up to £106.3m over the remaining Sfe of the TPE contract, based on analysis of the Impact of the ongoing industry-wide slowdown in growth on the financial assumptions we made n cur bid. As a result, the Rail division reported a statutory loss of foO.fim (201/: C53.fFocused and disciplined bidding
GWR currently operates under a direct award which runs to the end of March 2020 following the DfTs decision in the year to exercise an extension option. We are shortlisted as bidders for the upcoming West Coast Partnership franchise competition in a partnership with Trenrtalia. Outside franchising, we continue to develop our plans for a new single-class open access service between London, north east England and Edinbur gh from 2021.
Continuous improvement in operating and f inancial performance
We have a strong track record in close partnership working with Network Rail, the Off ft'id all indjstry partner- to t'etver infrastructure upgrade projects whilst minimising disruption for passengers. Completion of those projects typically perntts the introduction into sevA-e cf additional train capacity or more intense timetables, which in turn gencatcs the patronage growth that drives the franchise business plans and consequentially the prcm.um payments to the govcrfmotrt
Find outmora : v.WA'.tpaxpeoss.co.uK
Network Rail's electrificaf on work continues on the Great Western mainline, albeit at a > slower rate than originally envisaged, and v/k are warkrg with our industry partners to reflect trie impact of these delays in the level of our frarchse corrmitine; lis and i node!. Our rail iioiiciin-ea cover a per'oo cuiny which there is significant change jrojor hhikstructure work, electrification and resignaliing, ano introduction of new trains) These changes require careful planning, management and negotiation with Industry partners, in particular where delays can impact the delivery of franchise assumptions. Failure to manage these asks adequately could result in financial and reputational impacts to the Group.
Writ ih;.- trie j.feei'i'lfcd as Kit tin Diocoi. Ihe r< icve or si. ihui in in efecti >o "it u-r-s t;> i u; i between London and Ddcol under a new timetable was able to be completed by January 2018, providing more capacity. In tun. wa i vive also twgui i cascada tg the London suburban Turbo trains to Bristol and the West Country whore they will prov.do rnoic scats tor the network Ihete. Wc began ma oriucing the new higher ¦ capacity ETs a < longer drslai ices 'rom bat October Vi/iidii tr^is f'eotis fuliy operation;:! it will enable a 40% increase In seat numbers compared to 2015, with quicker journey times and more frequent services.
We also adjust our own operating plans to take changing tsriescales into account and to find ate native ways to deliver ar improvements for customers as soon as possible, as has been the case in TPE this year in respect of the 8oiton-Preston line. In all, more than CSTCm is bc!ng invested in our TPE franchise to transform the opsrafeon into the true inleraly netvwak for the North, with 13 million more seats across the operation. 220 new carriages are being introduced from later this year, comprising a mix of Hitachi IcT-type trans and a further I intercity feet from OAF.
i

FirstGroup Annual Report and Accounts 2018 21
Business review First Rail continued
We began operation of the SWR franchise ii i the middle of the extonr^w i prjr.-ite to London Waterloo station over the summer, when several platforms were extended tor longer trains. This has led to subsequent unplanned infrastructure works with a disappointing impact on punctuality and other performance metrics. However the outcome of this improvement work, and the reopening ofthe former international platforms later in 2018, will defiver the infrastructure needed to support our future capacity growth plans. These include the introduction of 90 new trains manufactured by Seminar diet, providing a 46% increase in peak capacity on the suburban routes into Waterloo.
In December 2017 the Rail Accident Investigation Branch (RAIB) released their report into tho tragic incident which took plane the previous year or. thetram rifiiwck in Croydon. We are grateful for their recommendations for improvements to the tram system in Croydon and across the UK. Amongst its findings, the RAB concluded in respect of our subsidiary Tram Operations Limited (TOL) that management of fatigue was not a factor in the incident, nor was there evidence of a speeding culture contributing to ft. Nevertheless, over the past year from prior to the final RAIB report, TOL has taten a series of actions, working closely with Transport for London (TIL) on whose behalf it operates the tram services, to implement additional measures including enhanced speed monitoring and restrictions, improved signage and renewed guidance on fatigue management. TOL has teamed from the
RAIB's analysis and its own internal reviews and will continue working hard, alongside TfL, to follow Ihe RAIB's recommendations and make further improvements where necessary.
Prudent investment in our key assets
As noted, we continue to deliver new trains for all of our raJ compares. By 2020,80-:> ot oui customers vrf be travoffrtg c> a tear less than five years old. Paeienrjet bet wi ts from these new trains include more seats and space, Wi-f, anr. enbea'd ontrriw mert options. We are also completely lefurbisning other fleets throughout our ccsincss with similar amenities. Our redesigned passenger app has now rolled out across all our train companies, allowing customers to purchase tickets and reserve seats as well as plan door-to-door journeys.
Responsible partnerships with our customers and communities
GWR were awarded the titles of Rail Operator of the Year and Rail Business of the Year during the period, recognising the introduction of new fleets and their highest ever Natinrri Rail Passenger Survey customer satisfaction figures in 20)6.
Our franchise commitments for SWR included more generous delay repay compensation which was introduced a few days after the franchise began,
During the year an agreement with Heathrow Airport was reached for GWR to run the operational aspects of Heathrow Express inducing the introduction of a dedicated
fleet oi trains by December 2019.

SWR increases capacity
South Western Railway (SWR) added i (¦•': .ac viitici -si ca r 'aces on some'of its ' ; : busiest routes';.following the completion | '; of Network Rail's work to lengthen I: platforms at.Waterloo station in August-The introduction of these trains allows existingapek'tdbe'transferred •'' '¦ elseAArhereiai;thenr3twork, boosting . capacity by adding more than 5,000 vad&tional s<«t&fpr.peak journey?-. : '¦
w» Find but more .,. - -
Cwww.soi^hwesterfirailway.com';?


GWR also worked with FfL and industiy partners to prepare for the launch of the Elizabeth Line, with suburban stations transfer red to Tfl_ Rail opera', on in early 2018.
Following the success of the Customer and Communities Improvement Funds at GWR and TPE, a similar scheme is being launched by SWR this year, which will work with community organisations across the network.
Our priorities and outlook
Wo remain focused on working with our industry partners to deliver our plans for more capacity and better customer experiences, which will in turn drive patronage growth
over time.
Our current Rail portfolio as a whole has and will continue to generate good returns for the Group. Our decision to provide for forecast losses of up to E106.3m over the remaining life of the TPE contract does not affect our plans for the remainder of the franchise to increase capacity on the TPE network by more than 80% and create a true intercity railway for 'he ti i. ii i conjunction wit! i oui lodiwit'v | partners. The balance of the rail portfolio -j GWR, SWR and Hull Trains - is expected to t generate satisfactory returns. The payments i associated wrth network unavailability ciue to j infrastructure improvements and repairs will 'j continue to cause swings in penod-to-
FirstGroup Annual Report and Accounts 2018
Corporate responsibility
Public transport is at the heart of the local economy in all markets in which we operate . and central to the quality ofilife of.communities that we serve. -
Buses arid-trainis,cpnnect people to jobs :ahd:c^ offering 'access foeduca^'on and public services andpromotih'gspr^lJnclusion/Ncitonly .-' does bcSI trais^rt 'cpn^ute to. local ; ; '", /prospefity.and growth, it can also offer :
'icwer levels of greenhouse gases arid local '. . ;ar' poluterte'per'passerl^and ceduoes\;: 'congeslion due to lower v-affio volumes.
' Asa leading transport operator we '¦• • : :.v 'provide sustainable travel solutions fen ;¦ ; our'cuslomors' andtnecwwuriities. • -we serve*: The contribution of sate:-. .. affadable and accessible transport is
key ,to-$he sustainabllKy-of our husinsss.'-
. Ourapproach to corporate responsibility;
covers our commitment to the K_eny|ranment,~safety,'ourpeop^ and : i communities 4 the areas.where we iij s¦' ¦¦: "have amat-arial impact and can bring . ' apptjt:p"osi^ephahge.''',„ .'•. r '.vVl<»r)a^^deta^:pc*aBsto place : :
¦'¦'across FjrstGroup .f^at'erist;re'a cctie'sive.?.>. approach to cbjT^rate.respOTsMity. r.: 0 IInWchc? these.arleas, we aim to exceed- '. :; regulatory requirements, and work'with
e^rt'rfetwrorks 'and groups tolearri from
' best practice', helping us to respond to *5 i current and future trends. To ensure we are sharing industry best practice, we are::
active members.in groups such as the UrCs Rail[Safety arid Standards Board(RSSB) and Greener Journeys - a campaign , -'¦¦:¦¦¦ dedicatedto encouraging people to'make' rnore sustainable travel choices. In the US, First Student works closely with the School SuperifilaTdents' Assodation (AASA);
We aro caSstahtry stnv;ngito'iind iiinova'jve ways to meet the changing expectations and needs of our customers. Our aim is always to be the provider of choice for j: those we serve r optimising our resources and investing in the" future of our people /• and communities. ¦' . ;':
; Environment
Transport related COz emissions contribute 23% to the global total and are increasing at an annual rate of around 2.5%'.
In the last two years, the transport sector has overtarffc'o trie power sprite as l> io tarore: contributor to greenhouse gas emissions ooth m the IJK :ir.ri Ntvth Acicira. At the sarc time', there :as been a ''cc s oi i local a r quality due to the inaeasing number of studies showing the links between local air pollutants and human health. A significant modal sa-di in urban transport from private vehicles to more efficient pubic tiansport modes !o reeded lo ; achieve related objectives of C02 emission j reductions and Improve urban air quality* j
The provision of affadable and accessible transport is central to our offering 'end to end' journeys with exceplionary taw 'per passenger emissions ard high levels of comfort and safety.3
Greenhouse gas emissions
The significant contribution that the transport sector makes to fhe greenhouse gas emissions in the countries in which we operate has led to increasing scrutiny from policy makers and regulators.
Transport services provided by FirstGroup offer compelling per passenger' C02 reductions when compared with private transport and air travel. This is indicated in the table below-
Mode
"gee^passengoi—'-
Kilomstre I
First Bus
First Rail
Greyhound
81.8_ _44.8 32.1
Car (average UK)-
Car (average US)*'
112.2 222.7_ 267.4
Domestic Right*
Source.
DEFRA Conversion Factors (2U1 /) ond UK Gov NTS 0905 (2016)
EPA/Climale Leaders (2018) and NUTS Federal Highway Administration (2017)
htlp.//wvvwvrarli.1bar*.orQ/en/n6ws/piess ieilease/?0Hl^)b/0&/1eatiers-calltor-globat-
i aclion-to-reduce-tr.'3nsf3orts-clim(ile-footpriri1
IEA (International Energy Association)
a nsse
Local air quality
The link between vehicle exhaust emissions, poor local air quality and the impact on human health drives our programme of investment in )The air quality impact of our vehicles is something we are constantly striving to improve. One way in which we can do this is tc use the rfcano1*! vehicles xvehavn nost often. The latest diesel engine type that we car i use in 'lie UK is called euro VI - of ferry srgnifioant trnprcArernents in local ar emissions sucti 3S Nitrogen Oxides (NOx) and Particulate Matter (PMs). In the US the latest diesel engine types must conform to the EPA 2014 standard.
First Student
In, the US, the American School Bus Council reports that each yellow school bus carries (on average) 54 students and takes 30 cars off ti ip road during the morning and evening peaks. Without school buses more than 1?m extra care would be needed to transport students currently riding on ail school buses in the US.
First Student emissions of PMs and NOx haw; fallen by 22% and 17% respectively between 2015/17 and 2017/18. This decrease results largely from our replacement of older fleet with lower-emission alternative- and because we are using our older vohic'ss loss often. H-r raeei rclo, wo have achieved a 28% reduction in mileage by vehicles which pre-date 2007 - which is the year in which the
EPA emissions standards became markedly more stringent with respect to NOx and PMs.
First Transit
First Transit are at the forefront of new technologies offering zero tailpipe emissions, such as the battery electric vehicles operating in Rochester, Minnesota and Arlington, Texas as well as autonomous shuttle vehicles in San Ramon, California.
We have delivered a range of alternative fuel, low and zero emission buses both in response to customer demand and to meet our longer term aims of carbon reduction and clean air.
In 2017/18 wo completed 13% of miles with natural gas and liquid petroleum gas (LPG) powered buses - these are amongst tho
lews;',' o Ti ryror vehicle r« feet. W-'tt tailpipe emissions of CO* aro on par with
harmful air emissions of NOx anc PMs are
FirstGroup Annual Report and Accounts 2018
Corporate responsibility continued




Local air emissions vehicle standards - US and Europe
Greyhound
At 32g CChe per passenger km, intercity travel by Gr ay-hour :d bus offers the lowest per-passenger carbon emissions of any modal alternative - around 88% lower CO? emissions than an equivalent domestic passenger plane journey (at 267g CCfee/pkrri) and 86% lower than that of the average US passenger car (223gC02e/km).
Greyhound is investing further in new bus and engine technologies and techniques. In 2017, we added 88 new vehicles to «rr fleet and plat i to acquire up to a -further 84 new vehides In 2018/19. This would resuft in up to 12% of out fleet meeting the most stringent EPA requirements for diesel engrtes. For each typical 1994 model that is replaced we will see a 98% reduction m gross particulates and 99.6% reduction .n nitrous oxides.
Furtl ier efficiency savings have been achieved this year- through our woik to reduce aerodyrarric drag on 1he bus body and chassis, introduction of smart micro-hybrid charging systems and replacement of mechanical fans with efficient electric alternatives.
First Bus
The topic of air quality has become iiKioasiriijiVciciiiiicaiit in the UK and at First Bus we have continued our investment in the latest Euro VI diesel technology which has been independently proven to produce a tiny fraction of NOx and PM emissions compared to previous generations. Independent testing to voify ii is eoissons data for our bus 'lest shows our new diesel buses produce fewer local jk pollutant? than r>\iny new diesel •T/s. tnfhe UK, disprooorfon of iTife vre completed using Euro VI buses has increased by 10% in the last two years.
The planned implementat ion of Clean Air Zones (CAZs! in five UK cities, plus London, highlights the importance and relevance of redudng pollutant emissions, and our continued Investment in tow emission vehicles ensures we are strongly positioned. The introduction of CAZs is likely to spread to other locations in the UK as the desire fa cleaner public transport increases.
In these cities it is expected to be mandated that all diesel buses must be Euro VI standard in a short timeframe. In many of these areas we are a significant, or the largest, bus riperator rh the city. As such, First Bus will support these aims through deploying cleaner (Euro VI engine) diesel and alternative fuel buses where possible - leading to reductions in roadside emissions of PMs and NOx,
Funding has been made available through local authorities across the UK and we are confident of securing more than C7rr, to retrofit a proportion of our fleet to the cleanest Euro V! siandfird. Ti its wot ild fillcv/ us to retrtr-t more than 400 buses over the next two years.
In addition to modern efficient dbasels vw continue to pilot alternative fuel types such as hydrogen, electric and biogas. For example, in York, whero First Bus has been operating battery atectr c: vel*«!e (SEV) fiesta successfully since 2014, First Bus will add a torther21 new SEVs to 'ts existi ig fcot of 11 vehic ies, to support growing local and tourism demand.
First Rail
First Flail operates three rail franchises and
one od.si aco'jis opis&oi. c-viying airs mil 263m passengers, around 11.9bn passenger i kilornetres per year. The rail sector's j. contribution to reducing the UK's greenhouse ¦ ca:-.';'; is c inficily infli rona-d by im»srmi-n*. in ; ' ioc;ii!i'.';!lT" ¦v'-ahirncv.ire li re cent*-Mid ; ae-carbonisation of the UK energy grid and

in 20te ."Vs! &istp! Ir.;d6uble;decterb^^ i'.Afu'ellio'g rnfr^^
The gramrundhg wilii^^\E^^6f<;*,v
private'iiw6st^nt:fro l„, takes'our invBstnSent in'r^p.y^ictes'^', h;- fori Bris^di'tomore'than COOminunfier!"/

„, ejrnission&ae 8^% i'^diesel bu&'p^*av^to^*gel to's'&(i.k;.S; »V;when'l6pki^
i'"a We^te;apprrach' ttater^mpaMes.% ; lyemissi^
^'r-.mateiials.thrc^

,:¦; r:, vehicles, with'new^ehgines arid selective? • :':catal^|c reduction
¦•s'ra^^jsB^^s^^OTf^gbest^li. I f $ 'efiwonmentai sj^re^iav^b^^-f^--
;¦ ^NGxtemissibn^

.; Management .Areas'.; will meet the .<; :. -j nighest_emissipn'.sian^ .'; have/r^;pft'^ \:lkfe-lifc'itsTni8ie;6atntn- ;Flnd out more;1 i ..Sj~ slf-VWVw/frYstgmppldc^

FirstGroup Annual Report and Accounts 2018
Our carbon footprint

• First Rail-25% 'iX^^J-:^-
" y « Rrsl weratortoin'roArat^rnc^
»Autffri3licen«gyertocntycdrrticls;. . : ^otrferAfi^, •_ _ "/ ¦'_[ \ ¦ T; ¦ -'ExceHeiKeirdusTnj award ^
c-jr ao*ty to attract travel from other carbon intensive modes through rail's greater convenience, speed, price and accessibility
' In 2017, we were the first UK rail operator to ! introduce next.generation 'bi-mode' trains | offering increased seating capacity, reduced ' emissions (zero point enilssicins when operating in electric mode) and tower overall carbon emissions per occupied seat. When operating in 'electric only' mode, we have calculated up to
I30%lljUUUJ0CCvuiiiissiuiia.
FirstGroup's investment in reduced carbon emissions from Its feet has been supplemented by a range of measures to reduce energy use at stations and depots. GWn and TPE have a ivosted in ei lergy efficiency conttdte, which have centralised the monitoring and : management of energy and the use of i automated switctting through timers and | sensors.
; In winning tho UK's Rail Business Award for Sustainabilify & Environmental Excellence in ; 2018, TPE demonstrated how their innovative j portfolio-wide lighting upgrade to the latest LED i lighting has ensured that they are on track to ' achieve thoir ambitious 31% franchise energy reduction target.




Carbon reporting
Our reporting follows the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard, applying the operational control approach to our organisational boundary.
¦ Scope 1 - Direct omissions from: vehicle use (owned and leased); fugitive refrigerant gas emissions; healing fuels used in buildings; and road and rail fuel use
» Scope 2 - Indirect emissions from: electricity
used In our bUitoings, and to pwiui uut electric rail arid bus fleet We report both location based erhissions (taking into account the UK grid average) and market based emission




i Our performance in 2017/18
' Our carbon footprint in tonnes COs(e):
2,308,915 276,973 , 9,340 t0,065
2,605,293
3B4J1
46,683
2017/18
Scope 1
Scope 2 (location based) Scope 3
Out of Scops
lotal tonnes CO?(e) ! Total tonnes C04 ) 1 1-1 Scone ? i'iv "-ci wsetf.
FirstGroup Annual Report and Accounts 2018

Corporate responsibility continued
Safety
Our commitment to the safety of our passengers, our employees and all third parties interacting with our businesses remains unwavering, and is articulated though our Dedicated to safety Value which applies in everything we do.
Dedicated to safety, always front of mhd -safety is our way of life. Throughout the year, we have continued to fool the Impact of the tragic incident on the Croydon tram network in November 201G - our thoughts remain with the victims and everyone affected. We are fully assisting with all ongoing investigations. Over the past year from before the final Rail Accident Investigation Branch report, Tram Operations Limited (TOL) took a series of actions, working closely with TfL on whose behalf we operate trie tram services, to implement additional measures including enhanced speed monitoring and restrictions, improved signage and renewed guidance on fatigue management. TOL has learned from the RAIB's analysis and its own Internal reviews and It will continue working hard, alongside TfL, to follow tho RAIB's recommendations and to make further Improvements where necessary.
Sadly, there were two employee fatalities tfrls year and seven passenger fatalities across our divisions. These tragic events strengthen our resolve to achieve zero harm to our employees, passengers and anyone else we come into contact with in the course of our business.
Approach
Our approach is a combination of behavioural change, constant evaluation (including external assurance) and technology, to ensure we »e always operating as safety as we can.
Behavioural change
Our behavioural change programme, Be Safe, focuses on our objective of zero harm and making safety a personal core value for our employees. The delivery of Be Safe training to 35 tnwiagnrs and supervisors is supported by robust safety management systems, and a clear tocus on ensuring compliance with processes, policies and procedures. ' ire So Sa% pitximn irne pi emotes the positive reinforcement of safety critical behaviours through regular touchpoints Atoifc pos tivo safety coaching interactions) a ti cob: ms (weekly cofecUvc o «cur,c- ~*
:a X.i 'C-Xbac ' On -.Cn «hpan!3 OHIiVri'Sd) •
Touchpoints happen across the Group every day, .snd more than 4? !X')0 dfrbrwls have taken place since the programme began, from the Chief Executive down to front line managers. Behavioural change takes time but. iri (he test 12 months we have seen our employee injury rate reduce by 4% and the number of days lost following incidents is down by 3%.
First Rail has focused on the use of precursor events to have a positive impact reducing poicnnol sgmiicanl operational even's. Leadership training has further reduced employee injuries through changing behaviours in a positive way.
We abide by our Be Safe Principles of:
Knowledge - Directing our greatest efforts at the key safely behaviours that will help reduce incidents
Learning - Taking learning opportunities to continuously improve workplace safety from tho reporting of incidents and near misses
Recognition - Focusing on acknowledging colleagues 'doing it right' and positively reinforcing these actions whilst continuing to challenge unsafe behaviours
Openness - Regular safety conversations and coaching activities take place and communication is open and honest
j Courage - Our employees are empowered to j accept responsibility for their own safety and ' that of colleagues. If something is assessed to j be unsafe we have the courage to stop and
' find a safer way of doing things.
Assurance
Our Executive Safety Committee (ESC) Is chaired by the Chief Executive, and meets six times per year to review the Group's safety strategy, procedures, performance and practices. The ESC assists the Board Safety Committee in obtaining assurance that appropriate operational systems and processes are in place to manage safety risks and lo promote a safety focused culture. Our Board Safety Committee reviews the safety performance of the Group on behalf of the Bnai d, oversees the managawi it of the. Gioup's otii'aatioi ial safety risk" profile ana promotes 3 positive safety culri.so throughout tho Group. More information on the tlxsrd Saftfty Committee tarn be found on page 67.
| In 2017 we commissioned an independent i review of the completeness and effectiveness ! of our safety arrangements across operations ; in Ihe UK and North America The'review ' -tKsr. iirderi^en ty Aiti'vP-1 itflo sclcctod :or'i iir MiC"\!d :';
Using technology to monitor driver condition and enhance driver ; [¦/ ¦ ¦, alertness , :;


,.';fheSeeing Machines-Guardian gystefn-':.; ^uses an onboard prb^s^r.iinkedjjd'j V;
it'iaairifwa^
ifiead'ppshibn.'.facial g^tures];suph aV % :yawning) and eye closure.' through^.; ';real-time>ra
developed ariderihartoed'bvertne last

{anpjriatte^^ :-po^tic^anCdjrecti^

If anevent is effected as pb^bie^iiv^ 7tiaS^j(ia^l^^^.S^Brio audible^-; -alert ^^^as'-C^Mr^ine btfeg-agj^** j;seatiiThe event is'iecorded andthen*'

system.wil.tHggeran audid^eHonly; «,ariduses a different tone from the i -v ? . fetfig^eveifcy; -i^ y; 1"' \J
Ten vehicles on our Reading-Heathrow : ?Akpt^jpfe^coi^!K senrlde.r^tod/^. i
r.:thc systeiW'v'^ 'itarceductjcn.njr^^rteo eye'rtts /.» .YJ^f»:o(d^u.yl'-;:.,- .v^\-':,^r^';' ';¦'
.the systtiTi i.iss a.to'«'kii:i fKte'd!to;the'"-' •; 35 Londorvtrams, wrtri trie addition of ah overspeed rcr^Ung furictionaiity/.;,
The sys'ter iris being considered for. 'other applications in First Bus'ancHs : being considered ,tor'pur divisions in **
North'Aniorica; .'.v;?X-iil.''i
Rnd out more
' ww.tirslijrotip|3lc.caii'i/responsiblily
FirstGroup Annual Report and Accounts 2018
independent reviews of safety as well as
d'.-rp industry expertise.
Tne review considered both defirad safety management arrangements, and tne extent to when tltese wore effective in the operational businesses - both from a compliance perspective and in behaviour. The report gave assurance on both systems and compliance and proposed some development opportunities for strengthening safety systems.
This year First Student and First Transit developed and implemented a Safety Quality Assurance Programme to audit location compliance to our standards. They have also designed and implemented a Location Safety Manager programme for new starters to improve compliance and role clarity.
Initiatives in technology
We continue to rnnovate and explore the use of iochnology to Improve safety perforrerice, learning from other businesses and sharing best practice across our divisions.
Each division has pursued best available technology to enhance and monitor driver performance and assist with alertness. System solutions that are now available have Improved dramatically in recent years with the wide availability of GPS data. This availability is redefining best practice requiring a constant assessment of the systems In use. The majority cf the Group's fleet is now equipped with safety sensors and recording devices.

Our people
Oi ir people am at the heart of our
business. In depots, stations and offices across North America, the UK and beyond, FirstGroup employees are all working towards the same goal of keeping people moving.
During the year, we have taken action
aimed at insuring out people feel valued and supported, Ih3t their vews are listened 10 nod that we are; ix^lnpinq tns .skills we need fjr the futures.
Employee engagement
Engaged employees are better able to dclivc fiat service to our customers, wox sairiy .vid hud v.'">vs to i/ihtmunllv improve

As well as gathering feedback through informal channels, FirstGroup employees are given the opportunity to make their voice heard through our regular employee opinion survey Your
Voice. The survey measures employees' satisfaction with the way they are managed, the pride they feel in working for the business, and how Skety they are to recommend us to others as a great place to work. Survey feedback stimulates action on the issues that matte' most to our emotoyees.
During the year, our First Flail businesses and our UK corporate (motions conducted Your Voice surveys. Engagement scores ranged from 60-88%, which compared well 'wish UK external benchmarks.
Surveys for First Bus and our North American divisions are scheduled for later in 2018.
Employee communications
Good employee communication is key to engagement; with a large, mobile workforce covering thousands of locations, we are continually looking at new and better ways
to enable effective two-way communioatioi\.
Following successful pilots in our First Bus and T °E businesses, an employee app has been rolled out across First. Student. 'I he app enables entpidyces to receive company news, safety Information and olher relevant data. First Student drivers were introduced to the technology at the beginning of the 2017 school year, and by mid-March. 18705 employees had downloaded tt on their personal smartphone devices. This is now a vibrant source of local news with 65% of First Student's 500 Location Managers posting an average of 6.3 updates per month. The app is also now live across First Bus and will be launched in our First Transit, Greyliound and GWR businesses during 2018.
Diversity and inclusion
A diverse workforce is better able to r&'oct t«e communities we serve, understand and meet the needs cf our diverse customer base, and attract and retain the best available talent.
Our full gender snapshot is shown in the table above, Jrie passenger transport industry remains male dominated, and we are committed to improving Ihe gender diversity
of out woikfovce.
:?01<
During the year, the overall proportion of women reduced slightly from 40.1% in 20 i T to <3.;j% >r; 1*016, lli^ was due to a neadcount reduction in our largest division, Rrst Student, which is majority female. However, the proportion of women in senior management has increased from 20.6%
to Z2.3%, ¦:-.! ¦.¦ihe: we*-om '
We have also been strengthening tho pipeline of women building their experience for tho most senior roles' although the proportion
2017' ?0I6
: Board Directors
iioi v ma
2016 m
77.7% I 2C.G% 79.4% 18.0% 82.0%
I 20.0% 80.0% I i','%88.9% 111.1% 88.9%
1 i lltn fj&rnpfiTties" Act Ostnw d any employee who has responsibility for planning, directing or controlling the activities of the Company r;r a stTctfisyically significant nun of t'loCrjnipftnv'.

of female i nanagers remains at 35% cf a'i management roles across the Group, 50% of succession candidates for ihe most senior roles are female compared with 28% in 2016.
In our First Student division, more than 28,000 women are employed across a variety of driving, supervisory and management roles, and 47% of managers are female.
During the year the Group published our
first gci 'dor poy gop rnpnrt. Ml lou-jli'. aggregated UK results showed a positive gender pay gap, with the median average pa/ for women 9.1% highsr thai that for men, vva iccognise then? is c-tifl much to do. In order to dose gender pay gaos whae tl iey do tixfe? in some of our individual ousrriesses. wo are determined to accelerate itur pregrOR;, j increasing the number ol women at all levels, and supporting ihem to take advantage of the wide range of career opportunities and interesting roles we can offer.
Our businesses are leading a variety
of • Xistivos to further improve .-.vverr.-ty ; rr-i) Tidusion.
. Tne Women in Bus Forum has recently been : launched in First Bus, to increase the number
of women working at all levels in the business i Whilst this lorum is in its infancy, it is hoped ; that it will play a key role in identifying and : preparing women for leadership opportunities.
through the provision of mentoiing and
positive role models.
FirstGroup Annual Report and Accounts 2018
Corporate responsibility continued
We are piloting new approaches to the way we market roles which have traditionally attracted many more male than female candidates. For example in TPE, advertising the 'Conductor' role as a 'Customer Service Professional' last year resulted in 38% of new hires being female, a significant norease. -oJovwng a proactive campaign at TPE to encourage females to apply for train driver vacancies, 12.5% of recent hires were women, compared with 4 7% of the existing driver population.
We have refreshed all our UK recruitment advertising photography and video content to ensure women are prominent, and we now use the software tool 'Textio' to check the language of our recruitment advertising material to ensure it is not unconsciously biased towards male candidates. Following these actions, we saw a 9% Increase in the number of women viewing our opportunities in First Bus, and a 3% increase in the proportion of job offers made to female candidates.
Health and wellbeing
We want to support our people to stay healthy and active; good physical and mental health helps ensure better customer service, employee motivation, performance and safety. All our businesses offer access to free and confidential counselling for employees.


Audrey. Simpson Bus driyerj-first Bus,

• '•.^idn^'\\v!iii c<) tneilaqshic.'' "¦Glasgow AirpCJtseru^ ^f/bjfjSafedoj'Na Depot Before juWig^t; ; ' First Bus in 2008, motheyroMhfee v;fe,: '•Audrey previously worked In the'schbol .<¦ < kitchens, then later as a Catering '.: •¦.' :,: Supervisor at a local hospital but'was v always interested in changing career: paths to become a bus driver. : >¦,.
' Audrey says: "I always wanted to bo '
-a bus r-iy-kr. A;ta'' hsvinrj ices. I saw' : fin coV'vt o'r:t;t; back-of i bus Sl'd decided to go for it: Working on the As port bus. I'ii often tne first, person tourists speak to when they arrive in Glasgow. I love my job.'!
In addition, each run? ieo;-i! initiative;; faigetir,.) the issues most relevant to the workforce.
SWR provides interactive wellbeing kiosks at key locations, where employees can measure themselves on a range of health incicators including mental wellbeing. SWR Is also rolling out mental health awareness workshops to help managers to understand how they can best provide supper* 'cr their people
At TPE, free health assessment events help coHsagi las understand the;' key health indicators such as cho'ostecl. blood sugar and lung health. A network of wellbeing champbns have received training in musculoskeletal health, nutritional awareness, communication end influencing skills so that they can act as role models and encourage colleagues to adopt a healthier lifestyle.
At GWR, the in-house occupational health learn continues to provtoe (fee rspid access to physiotherapy tor employees with musculoskeletal conditions, aid also proacttvely undertakes risk assessments in ticket offices, on trains and in depots to prevent inddents and injuries from occurring.
First Bus has promoted healthy eating options in canteen menus, and has offered health 'mini MOTs' and healthy oatinq workshops.
In North America, we operate a variety of wellness Wtiatives and reward programmes designed to help employees to get a full picture of their health, provide them with advice and support to help them meet their goals, and encourage healthy lifestyle choices: Greyhound's 'Rolling Strong' programme provides wellbeing advice to drivers with a par licular focus o'l heaittty eating. The programme expanded further this year by partnering with a i riajn? gym provider in Canada, enabling colleagues and their families to benefit from discounted gym niernbersln).
Developing our people
Across the Group we continue to Invest in developing the skills of our people. This year, we are proud that our North American divisions have developed e-learning platforms, giving our frontline distributed workforce access to : i good quality training to enhance and grow j their skills. During the year, employees across I the US, Canada, Mexico, and Panama took j more than 11,000 online courses through ; FGA Ui uvci si:y cu id v'i ji. '~o l jmversrry.
:;. Following a degreejn lntemational:^ ,'
£•;•Busiriess'atEdin&^ ' '¦'
. ": was looking tor a 'hands on' graduate •' •
scheme Wilch would give her the '< , ; opportunity to apply vvhat she'd learned. .; . Tho transport sector appealed because
ofthe cliange and modernisation that's ::.':. ongoing; and .she felt that First: Bus . »
offered a broad graduate scheme , ' " wintciiof.opportunities.:.¦ ,-.
r i Evie saya "ttjs a fantastic graduate ,- •¦> scheme witnthe chance to see all .'; V ^n^ecjsi^f^-l^^ess'first.tiaitl:) \ ':;. People here are vefy friendly and;.; . :. H-supcorttveHlove tha.vartety.'it.willi;...:.^^ V^VKei&me'^ ¦• '.;|;;mamgement rpte l want to take:., ,;h A l >: |£;:bn3fleritfte ^


Building future capability
In addition to investing in the skills of air existing workforce we are expanding our UK graduate and apprenticeship schemes to bring in new engineering, operational and leadersbp talent tor the future
In 2017, 75 new apprentices began their careers in our First Bus and Rail divisions,
an increase ot i the 65 who joned in 2016.
Our UK graduate programme continues to help us attract engineering and leadership talent, with ten graduates joining in 2017,
y\i ?f> diif to ;cvn tis >n 30ir
iXii'i io ttk; y«ei wnaoe stgrr*cnrr. y&xis to promote our g'sduata opon- ti.n i.:iw to women, and we were particularly pleased that 55% of the offers and 67% of the engineering places for our 2018 graduate scheme went to female candidates This represents another step forward from last year when 43% of our graduates were female.

FirstGroup Annual Report and Accounts 2018
Our communities
We are proud to serve our communities across the UK, North America and beyond. We use our expertise, passion and support to make a positive impact wherever we work, helping to meet our ambition of being the preferred partner of the communities we serve.
Community engagement
Cornniunity partnership and engagement remains at the heart of our business. Much of our success depends on the relatkrtships we tester in the communities we serve. Towards this, our focus is building a culture of engagement with our stak,r cidys and v.iih;n our five divisions across the UK and North America.
To ensure a consistent approach to stakeholders, every new employee is trained in our accrooch to community engagement. We also hold crtrss-drvisional sessions to provide opportunities for our location leaders

Partnering with schools

f~rta-Panni?'^tiir)
TPE has.been working with trie Ahead •Partnership, an organisation that links' up businesses andediwators to heto employers engage, inspre and'nwtrVate young people about skills, career, options and future employment.••. ; Through the 'Make the GradeT ^ . programme TPE is helping young , people develop ernptoyabiBty skills across ttie Leeds City Region and Niytb Fast as well asraisirKj greater awareness of career opportunities and pathways into the transport industry.
Projects have included a 'transport scheduling challenge' which sees
!»<::•-¦:::. =1 from ! vvorkinq :;;.\; ;i" .-•vjhi-'.vo now lm' S~i?';or-- "cc'inolo^y.- ¦¦ ¦ Enginoering and Maths (STEM)
to lo:: ."! t. ssk c|uasaos'sarvl snare baa
• oraciksc-s. We taiwi sis lis ther vvth itow.
divisicnal collaboration opportunities in key
cities and regions to develop synergies ana
i expand strategic plans to cdlectiveV deliver
i or' out c::mminitics' n&Pds. j
i Community investment
An important part of our approach to engaging in the communities in which we operate is the invesfrOur employees take us even further into our communities, giving their time and effort to fundraise and support the causes they are passionate about. This year we continued to offer our IK employees matched funding for iheir fundrasing efforts, maiding up to £200 per person to registered charities. In addition, many of our UK employees took part in our oayroil giving scheme, donating almost £100,000 to charity through their pro-tax pay 'm the past year alone.
UK charity partnership
In 2017 FirstGroup employees in the UK voted for a new charity partner and from April 2018 until 2021, FirstGroup will work with Action for Children to support the mental health of the UK's most disadvantaged children.
i Action for Children helps young people j across the IJK ti lrrjugr i fostering a adoo'ioi i, j by intervening earty to stop neglect and abuse, ¦ by irrfluenting poky, and by making He better i for disabled ctiHdren. With more than 600 ) services, the charity improves the lives of ! 370,000 children, young people and families j every year.
: Our three-year partnership will have the objective of raising funding for mental hearth : projects and enable trie delivery of essential : specialist support to young people who i desperately need help.

, In 2015, FirstGroup employees voted
. for prostate Oancer:|ji<6s our :-K charity partner for a three-year term, with the ambition of raising Dm in fundraising, corporate donations
arid the commerbiafviilyo ot gift ' v. •• kin;: advwtisirtrj.To suppcirt i >;en\., • .,'vwl): pY^sial^dincerarai Oiais-doSo : to them, i tx: nartrsrship exceeded all exoectaiions due to the commitment
and generosity of everyone connected to FirstGroup- and by March 2018 had achieved a partnership value of more Shan £I.Sm,.sgpifcan'ly' atiesd of our original target. ;
Over the course of the partnership, employee fundraising and corporate donations have funded the production of one"million 'Know your prostate', pocket guides arid ensured more .
li e' I CM; '.C! i\-.:.ir.i U X. V.tiv !'.:;V>:
message. FirstGioup has also donated hugely valuable advertising space throughout our bus and rail networks across the UK to promote Prostate Cancer UK's health awareness campaigns and the support available from the charity.
®
Find out more www.frst groupplc.com/rcsponsibility
FirstGroup Annual Report and Accounts 2018 29
Key performance indicators





(T) Focused and disciplined bidding in our contract businesses
First Student and First Transit contract retention
{%)

83%
We measure contract retention as a percentage of existing business si ibfact to bid in the year (rather than as a percentage o( the contract portfolio as a whole), in First Student and First Transit we typically expect retention of around 90%.
In First Student, our 83% contract retention rale during the summer 2017 bid season was slightly lower than we had hoped for but Ihe 5.3% average price increase was in line with our bidding strategy.
In First Transit, our contract retention rate was 82% duntg trw year prrape^r ret-jnting ifu taw rM'uttte contracts in the Canadian oil sands region that were not renewed in the year.



Driving growth through attractive commercial propositions in our passenger revenue businesses
Greyhound, First Bus and First Rail change in like-for-like revenue
(% change year-on-yeat)



hirst first


noiiric! Hus,
Like-tor-like revenue adjusts (or changes in the composition of the divisional portfolio, hotday timing, the 53" woek, severe weather and other factors lhat distort the year-on-year trends in our passenger revenue businesses.
In Ihe year Greyhound's like-for-like revenue docrwseo by 0 7%, reflecting ijixirt short IihijI growth being more than offset by declines in long haul demand, where competition from the ultra tow
cost arfnes has 'rilc-nsiria-'J.
First Bus like-for-like passenger revenue growth was 1.1%, and it accelerated in each quarter of the year, supported by Bke-for-like commercial passenger volume growth of 0.2%.
In First Rail, like-for-like passenger revenue growth was 4. iwill liri vteri ¦¦ trie r.v|i iivtit,:i it Injure- ;'Oi TPE was 10.0%, in GWR was 2.7%, while in our open access operation Hull Trains it was 3.3%. Comparing SWR with tha equivalent period under the prior franchise, liko-for-ike passenger revenue growth was 2.8%.

Group revenue
>Tf-.
Cm)
Reported Group revenue in the year increased by 13.2% including ttie new SWR franchise from 20 August 2017, the 53" week in the Road divisions and the translation of our US dollar-based businesses into pounds Sterling at stronger rates than trie prior year. Adjusting for these factors. Group revenue increased by 1.0% with growth in First Rail, First Transit and First Bus partly offset by small reductions n Greyhound and First Student revenues.







30 FirstGroup Annual Report and Accounts 2018
(5) Continuous improvement in operating and financial performance
First Bus punctuality
(%)
Punctuality
<*0.9 91.' 91.-', I Ql b 03 0
Greyhound on-time performance1
2018 20:7
¦ 81.5
?0I6 2017 2016 2015 2014-1
I Implemented GPS tracking in 2017; earlier data not comparable duo to this change in rnethodology.

First Rail Public Performance Measure (PPM)

(% moving annual average)

Cini'.l '¦//¦ •j.-sr lJ.irtr.sry
South Waswirn RalwAy 'frarsl 'ennnc Rxctmk HiJI 'Iran* Notional overage
Greyhound's on-time perlormance reduced during 'he yvOur first Bus punctuality measures percentage of .-jswys no mop. tK-The national average score of rail punctuality and reliability {PPM) wa«s "at yeaf-envvw v/8'i a> h-it-.c;:: of TOCs affected by substantial infrastrucfure upgrades on their networks as well as disruption from winter weather. Frrst Rail TOCs have been si-nlaity rtSocted vritn suprticoiit i>pgrode work taking place across the GWR network at Waterloo station on the SWR network and in the Greater Manchester area on the TPE network.

. Passenger Injury rate

(per million miles)

2017 ¦MMMBHIia -1.56
2016 mmmmmmmmmmMmmm *.b9


1 First Rail began operating the SWR franchise from August 2017. Tho Group safety team worked with the 3W"! satiny analysts to restate *nd conSnuis safety data in ton with the Gioup sstety cHrflfons. SWii safety data was restated for three years from 2015/1G to 2017/18.
Financial performance
Adjusted operating profit Adjusted EPS
(Cm) (pence)

Our lost lime injury rate has gone up by 1 % with increases in our road divisions offset by reductions in First Rail. Total employee Injuries went down by 4%, showing that our focus on ensuring omptoyees follow safe systems of work, and tackHng unsafe behaviours at source, is working. This remains an area of ongoing focus for our teams.
Passenger injuries per million miles have gone up by 4%, primarily drrven by Increases in Greyhound,
Fire) Trend! anri Rrct Ri ir Thora hifttf [-[pap
sit}!W(!,int r.-jjuctions in First Ftoil and f'list Student, There are proactive ongoing initiatives within each of Ihe divisions, implementing preventative measures to reduce injuries on or around our vehicles, trans and stations. This safety focus remains at the forefront of all our businesses' operational strategies.
A;?ii?:w( I'fssrcillfiu, tao'i! ;;ix! rxaisteriB'S' >' t:;i the "\. .iiii'ii !:n:ir;c:ol iisuiu ,r l*K: Or.;-j[ = t :*;i<: amortisation charges and certain other items (as set Mil ni K£c -1 h- l"i finjrvccl frtornKSist w>' oh distort year-oi i-year comparisons.
AiijilSK;'' i.Oy.1f.iiy |V» 'i r , o \>t;. ¦ t A3:r"Cy
decreased by 4.3%, v/ith growth in First Bus and First Rail more than offset by reductions in (he other divisions. In reported currency adjusted operating pi'.-*'! o;^!'.!"^.1:! by r.i.O2.-'-. iv; :M I / Zv.i.
On a constant currency basis, adjusted EFS increased by 3.4?-i, while decreasing oy 0 8% in
of pounds Ste-ling compared with Ihe orbr year.




FirstGroup Annual Report and Accounts 201B
Key performance indicators





( 4) Prudent investment in our key assets (fleets, systems and people)
Employee engagement
Your Voice employee engagement score
(%>
First Group
60% to 88%
External benchmark UK 64% North America 68%
01
We carried out a number of Your Voice employee engagement surveys during 2017/18 and wiO complete surveys tor the remainder of the Group later in 2018
Our Tirst Rail businesses once again scored well, with employee engagement saws between tiO-88% compared with an external UK benchmark norm of 64%.
The Tirst Bus score of (31 % represents a 4% improvement on their 2015 survey
Engagement scores in our North American divisions ranged from 69-74%, against an external benchmark norm of 68%.
Average fleet age
I


!¦; si U I
First Student
(Years)






5 a j; s f
S 8 S si M
Greyhound
Firs! Bus 2018 data calculated on basis of vehicles in service. 2017 data also re-stated on that basis.
Fiist Student continued to make investments in buses duify rh& y/vir aruf <*•-> bencfiied from cascading buses around our operations; our
avoiarje- %xl iv;n winced ntcrfcsity to 7.1 vears
Following a number of years wtiere Greyhound mquircd krw addrfctiijl vsliicl-is tnis year a» (Ibs! renewal plan saw the introduction of 88 new buses into our flcc-i. As a •b'j* nut leoorted avoragt fleet age reduced to 10.9 years, while adjusting for refurbishment the effective age was 9.3 years.
Our sty^feni fv>:! >nva>ti - -sent proginrmK- r First Bus liad led to a number of years where the floor ;vif? vciij'vid uil vv'v aio n'v.v HMiSung ir, the fleet ni iw*r taste and therefore- ilic feet ay<5 increasod to 9.3 years. Al! our recent diesel additions are Euro VI engine buses.

Group FtOCE
(%)
?"-iH
;:oio i
17.3
[ /.2
Fleported return on capital employed (ROCE) is a nwasure of cnollrl efficKiicy arid is, cdcirfoted by
divirii-iij r>.r;1 isttx.1 opsra'jr.;.! p'ofii aftor if* by r.iit assets excluding debt items.
Group HOCE was 9.5% in 2018, with lower avbjstcd aporaliny profit ;!no lr.w c-p-tal employed as translated at year end currency rates Group ROCE was 7.9% at constant exchange rates in the prior year and 7.3% as reported.
The Road divisions ROCE was 6.6% (2017:6.1 % at constant exchange rates and 5.7% as reported).

(5) Maintain responsible partnerships with our customers and communities
Customer and passenger satisfaction First Student
(Average rating out of ten)
First Transit
(Average rating out of ten)
First Student and First Transit continued to maintain high levels of overall customer satisfaction in the year, through continued focus on delivering for our customers.





FirstGroup Annu.il Report and Accounts 2018
Greyhound
(Change in Net Promoter Score)1
Customer and passenger satisfaction continued
First Bus
\B'i I(U 136
i% rattsfied wrtr> tiwicw«v aural;

1-12%
2016 am-iKrMftMj
122%
2017 2016 2015 2014 -
1 Movea to NPS methodology in late 2016; earlier data not comparable due to this change.
sy overail)

First Rail

(% satisfied with tnarjaif
IVi'i) A?i;

Great vwjsiurn RiBway iiunii Wcrsram Railway fionsfcrsiine £>i>icss Hut 1'ra.ns Noticnn! avf:iage

^;;nfA.an!ly ii
As pan ot Gryynound's business moot* transformation, we refotused our customer satisfaction KPI on the Net Promoter Score (NPS)
ti netin 2ulG. lbs n»ip>ovi
2017, but Clipped in 2018 as on-time performance grew weaker. We are taking action to address this
thio'.jgn !iii3 and focus on punctuality.
In First Bus, overall satisfaction in the independent transport focus national bus passenger survey remains high and the year, in particular, our vafcje for money scores increased. In the Welsh survey our First Cymru business scored highly anc was the top operator. Smilarry in Scotland, First Glasgow came tnrourr- w:S raid with a sign r!o-.ritty ii i if-roved scae. being the second best operator in Scotland. Our First York, First Scotlend East and First Leicester businesses also saw high overall scores this year.
The latest indcoendent Transport Focus national rail passenger sun/ay saw overall satisfaction nationally at simiar levels to last year, but the survey showed sig".riranl yeor-un-yeai increases in customer satisfaction in 17 of the 38 categories. Hut Trains agarn scored very highly for overall satisfaction whereas GWR saw a slight reduction. For SWR, lite survey was undertaken during the weeks following extensive work to lengthen platforms at Waterloo, leading to a reduction in satisfaction scores although there were some areas where satisfaction has risen, such as the attitude and helpfulness of our staff, Wi-Fi availability and ticket buying facilities. TPE saw an overall reduction of 3%, but satisfaction with stations was marked highly, aa customers noted improvements in the availabiEty of seating, shelter facSJties and Wi-Fi.

Total FirstGroup community investment
(Cm measured using the LBG model)
2018
1.83
1.42
1.70
1.90 In-kind
This year we contributed £4.12m to the communities we serve across tha UK and North America This was measured by using the method ot the London Benchmarking Group (LBG) model which tracks cash contributions made directly by the Group, time (employee volunteering), in-kind support (such as travel tickets, advertising space) and leverage frduding contributions from
and suppliers).
Tho large increase from last years total community irft-jr-zir&i it flyire is dim primarily in increasr.*! (laid collection across ihe Group and more establislied processes in place to measure tne positive contributions we're making. We also made a rJsy vf-.-3*iify lifter C3i-iri'xiri.;ii ro 'xa i^'-aitv partner in 2018 - around £1m in total.

Environment
Greenhouse gas emissions
(Tonnes of carbon dioxide equivalent per £lm of revenue)

Our emissions are calculated in line with the requirements of tho WRI/WTJCSD GHG Ftotccol. We report our emissions from all activities for which we arc responsible aaoss our operations expressed in tonnes of carbon dioxide equivalent (COj(e)), normalised per E1m revenue.
r;.;ilii In.- r.r;.-n ii-Kv\-
Osta Irom ?016 onwards now mckides emissions atiributed lo the wa:;to we prooucy throuyh our operations

FirstGroup Annual Report and Accounts 201B 33
Principal risks and uncertainties
Our risk management approach
We take a holistic approach to risk 11 vsnagfli nfiit fir;.;! diking a picture of uv* or nopal rsfcs at divisional level, ¦Jif-o cnrwxAdating t'tojvn principal risks alongside Group risks into a Group view.
Risk management structure
Whilst some risks such as treasury risk are managed at a Group level, ail of our businesses are responsible for identifying, assessing and managing the risks they faco witn appropriate assistance, review and cfwtonge from tho Group fundions as necessary.
Areas of focus
We seek to continue to improve the quality of risk management information generated by our businesses. In 2018 we will implement a new risk mat larjemant system across the business, and refresh our risk appetite.
The current structure is as follows:

Top down Strategic risk management
Review external environment Robust assessment of principal risks Set risk appetite and parameters Determine strategic action points


Identify principal risks
Direct delivery of strategic actions in line with risk appetite
Monitor key risk indicators

BOARD/ AUDIT COMMITTEE




EXECUTIVE COMMITTEE
Assess effectiveness of risk management system
Report on principal risks and uncertainties


Consider completeness of identified risks and adequacy of mitigating actions
Consider aggregation of risk exposure across the business
A
Execute strategic actions ;^ Report on key risk indicators
- . - Report current and emerging risks
Oi VISIONS Identify, evaluate and mitigate operational risks recorded In risk register



Risk management structure
Responsibility
The Board has overall responsibility for tli« Grouns systems of internal craitrol and Ihoir etfecuvuncss.
1 ho Audit Co'-j nit tei: has a specific responstoMy to review and validah: the systems of risk management and internal control.
Process
The Board reviews and confirms r^roup 'ind divisional risks and the Audit Committee revewsliia Croup's risk management process.

f Executive'-; .Committee
: Internal % Audit
The Executive Committee reviews the Group's risk management processes. Internal Audit provides assurance on the key risk mitigating controls and ensures that the audit plan is appropriately risk-based.
Ttie Executive Committee and other Group management review and challenge Group and divisional risk submissions.

Tho divisions and Group functions
n kit isopiTitait h;;vo!c;spoiiAibil;:yfo> trie-idsntiflciiaon and ¦ <>ai u:;^mu -i t.-r risk*, developing appropriate mitigating actions ard liiei'.^riloriai'SO o'rrVk refjisteiS.
Divisional and Group risk champions maintain and update i isk registers for
t V:l 'Iin-. iK.tl or ;.!|VSioi'l
Risks and mitigating
<¦< .11 ins ¦•an ri-ionilnff;-.! through normal business management processes.
FirstGroup Annual Report and Accounts 2018

Principal risks and uncertainties
Our risk management methodology is aimed at identifying the principal risks that could:
adversely impact ihe safety or security of the Group's employees, customers and assets;
« have a material impact on the financial or operational performance of the Group;
impede achievement of the Group's strategic objectives and financial targets; and/or
» adversely impact the Group's reputation or stakeholder expectations.
The Group's principal nsks an3 set out in the table on page 30 onwards. These nsns have been assessed taking into account the1;- potential impact (both financi-il nnd reputationaf); the likelihood of occurrence, and any change to this compared to the prior year and the residual risk after the implementation of controls. Further information on our risk management processes is contained in the Corporate governance report on page 57.


Strategic objectives
To deliver our strategy, it is important that we understand and manage the risks that face the Group. The table below outlines our principal risks and identifies winch of our strategic objectives may be affected by those pmc'pa1 risks.
Risk
Economic conditions Political and regulatory
Contract businesses including rail franchising
Competition and emerging technologies
Information technology
Data security (inc. cyber & GDPR)
Treasury and credit rating
Pension scheme funding
Compliance, litigation and claims, health and safety
Labour costs, employee relations, recruitment and retention
Disruption to infrastructure/operations
Change in year





?


New





A
-4 ?
Link to strategic priorities
© © ©©
© © © © ©
© © © © ©
"©"©'© ©
© © © ©"©
© © © © ©
©©©
© ' '©©
© © ©
© © © © © © © ©~©




' Link to strategic priorities
: (l) Focused and rSsiiplinetJ bidding i
(z") ®*'m>® 9^^^ through attractive ! \~-' commercial prvposiliors
; Continuous tmprovetnrjnl in
; ^-s operate igand financial porlormance
(V) Prudent irwestrnwiJ in our key assets {&) Rosf****^6Partnershipswithour

Principal risks and uncertainties continued
Risk and potential impact
Economic conditions including Brexit implications
Changing economic conditions affect our different businesses ¦n i',<'i:i> -.,v.>, ;
A less positive econoi nic outlook could have a negative impact
01 i ra. ti; .»it:y'-xs in tairvi ci rt'duwxi dnmard and tMkruJ opportunities for growth or to retain or secure new business.
t'%!'.'i Sdir*.factois could also ii'iotf

An improving economic climate, particularly when combined Willi lovvrr 'uolrni'~es, nmy insult in rnducwf demur ,d for public; transportation in our Greyhound and First Bus businesses as alternative modes of transport become relatively more affordable.
Improving economic conditions may also result in a tightening of labour markets resulting in employee shortages, rising pay, or affr.-d ttif? avat?hMyor (' iMc turning tor transport servlofis.
Mitigation

To an extent, our First Bus ano Greyhound operating companies are able to modify services to react t ; nwrt»:t oi All of our businesses focus on controlling costs to ensure; they coincrititii*;.
Comment and movement during the year
M
Low oil prices have adversely affected our Greyhound and Fort McMurray First Transit businesses.
The UK departure from the European Union (Brexit) may adversely impact tho UK's economic position which in turn may have an adverse impact ; >i \iv*.! Voup r. U'< nr.-n "lirrsv

Political and regulatory
The poitical landscape within which the Group operates is constantly changing. Changes to government policy, funding regimes, infrastructure initiatives, or the legal and regulatory framework may result in structural market changes or impact
il The Group has dedicated legal teams in Ihe UK and Not U i An talca wi The Group actively engages with the relevant government and transport bodies and poJcy makers to help ensure that we are property positioned to respond to any proposed changes.
Our continued focus on service quality and delrvery helps to mitigate cats for structural market change.
The political landscape in the US and trio I !K corrtr'ues to posmnt both risks and opportunities.
i or axurnpin, si lr;r< UK v.v navo cc:r .t nuoi l to invest In our ft i ;t tn . -.11 . ¦,,-ivii ,i i| Is titer uiivSoniWitiii requiiitioKv

Contract businesses Including rail franchising
Approximately half of the Group's business is contracted, which is tf yjvtKk Tit on tr-ti flbSty to renew and secure new contract wins cn P'f. Mcil*; tort iv,. hAiro to ilr: ;"o would rest .11 in iKducod mwenue ,ii id j ».- .'fnubiEiy ?nd«luurf-ct 11 »xiwl.ily or bid assuinptiore could lead to greater than anticipated costs or losses.
Failure to comply with contract terms could result in termination,
Hirviti: 'ri .-aiiJ linrncial pra rstHw and fai,s» to win new oontrarsts or non-renewal of existing contracts.
Competition (or new rail franchises Is intense. Wo bid against rail operators from both the UK and other countries. Failure to win franchises in the future will resuit in a lower First Rail division
,;:n*i:;U:C-! Bi-d or;;fi;oN!'y.
The GWR, TPE and 51/VR franchises cover a period during which
. cure «vo- k.
.-:--.<-.!'si-f1»="i -,ncl rf; V;.t- ;i.'!i ,: r-sv.v;i' r-5 tiintiiVii Cticr"¦ of riOWr twis, which require careful planning and management. Failure to manage these risks adequately in accordance with our plans could
The relevant divisions have experienced and dedicated bid teams who undertake careful economic modelling of contract bids and, wl tore- possible, itfxjk to ncijOTutri risk sharing arrangements with the relevant customer or contracting authority.
The Group also has a comprehensive review process for rail bids as they are developed and ftnafeod involving a number of drvisransl and Group tunc iiens nr. wdi a* finrJ BiEid. v'- oil.
Compliance with our rail franchise agreements is closely managed and monitored on a monthly
briijist;y:;enirurn:i;t.!ini?nt unci ryf.;-.,:. a' the iis-K o! rn 'R-compliance.
We continually review our contracts to take account ot changing circumstances such PS oi onom"; rvy/ircvirv^ni. nr infrastructure changes. Qui rail franrtiisn contractu are is;in q.fcs of ttEL








FirstGroup Annual Report arid Accounts 2018

Risk and potential impact
Competition and emerging technologies
All of Ihe Group's businesses (both contract and non-contract) compete in Ihe areas of pricing and service and face competition from a number of sources.
Our main competitors include the private car and existing and rv* pt.ir.8c and pr^nte tra istiwl operators across all our markets. Airline competition impacts demand for bus travel, especially in ••jrcyhctaid's >~n(i haul ous-ntss. FL-ncrguaj services such as UU», r»y.- j> i-iinc. ccps in in pric* comparison wsbsites make access to alternative transport solutions easier. However, emerging tecitnotogies such as autonomous vehicles and on demand scliwes ato orovili! opporiunitks to crow and develop our mm test segments.
Increased competition could result in lost business, reduced revdi him ari'i reduced proffehlify.
Information technology (IT)
1-iO'. ".roup i.'iii;", or-. I r in ail aspects ot cur husrtflss. Any significant' {isrupton or i::iluro, ctusrxfby external iactas., oenia) of service, rnnpi.l.>i viin?;v; or hurrittfi error could result In a service ¦nt(;i" iption. sxx.Vlent or mi.s3rip'ix,fiation of cortfldenbal information. Ptoses?, anluro, security meach or other operational cMttcuttes rrw»y slso i.!3d to wsi ;ijb loss or increased nnsts, firws, penalties oi additional insurance requirements. Prolonged failure of our sales websites could also adversely affect revenues.
Continued successful delivery and implementation of the Greyhound IT rraiislormaliO" plan is required to improve yield management and drive future growth.
Failure to property manage the implementation of new IT systems may result in increased costs nncl/or lost revt-ri! le.
Mitigation

The Group corfinues to focus on service quality and delivery as priorities in making our services attractive to passengers and other customers, across our portfolio of businesses.
We have a dedicated cross-divisional Consumer Experience Team focused on improving our service lo customers and improving access to our services. In our contract businesses, a competitive bidding strategy and a strong bidding team are key.
Wherever possible, the Group works with local and 'i.iiwiiftl boons so profnrrte measures! :

The Group has increased its focus on asset ¦ management and further enhanced its fT security processes and procedures.
Tha Group has further strengthened its IT project management capability during the year, particularly within Greyhound.
Comment and movement during the year

In North America, Greyhound
har; ii npte i ki tfed t iew pre-i ici technology tools to allow for :iin-ryii rap!.:' response to cin inoeai'rgly tAimpaliirVe marketplace driven by low o'/,t srl m: or14.>';irlion
We currently have a number of autonomous vehicle pilot projects in the US and are workiig on ono Hi the UK Ws ae also n inning pilots for on demand technology both in the USA and UK.


No material change in the year, however, web and mobile sales channels are of increasing importance across many of
OKI iMISIlnr-SSOS.

Data security (including cyber security & GDPR)
All business sectors are targeted by increasingly sophisticated cyoor seo1 July attacks. Across our divisions wc: are seeing inaeased use ot mobile arid internet saftiti Cl Id! ll Iblb wl ilU i gall m luigc
amounts of data and therefore the risk of unauthorised access to.
c ions ot. rj;Ha 31 respect of ariployfics or our customers is growing.
A failure to comply with the General Data Rotection Ftegulalion (GDFfl), which came into force ri May 2018, could result in
^((¦f'l'kicr.e-i^iltfcjs ond cntJd I iavfl advww mhf>ct on censu nt"' confidence m the 6io.jp .

We have threat deteclion systems across our business but continue to remain vigilant to
rn--i nity », ipn-.nrnwifr.- wiirn iH:,1,H«,t
New
In the year we appointed a
Data Protection Officer to c*asc«
the completion of our GDF'R
compliance project. From May 1=013. the Data Pftitecliu t Otev urdratrte I'M) tasks ii-t cut ir; tin- GDPR. -ncuano monitoring compliance
We have also implemented a number of staff training initiatives io >*\a awarnru-is of ¦¦ :c;;;i srtctjrt) risks and responsibilities











FirstGroup Annual Report and Accounts 2018

Principal risks and uncertatn4»BSiOsmtinuecl
Risk and potential impact Treasury and credit rating
Ar. v.'- ui» iii .'ijiihi.* i.:el:;J n> nuto-A io [lis liii»K->:l s'.'Jei;eiSi or.Mcjii5 I3C to "iSt treasuiy rreitt i!dud« iicyjjiii'y liste, risks arising from changes to foreign excnange and interest rates and
ftml owe ri")'.
Foreign currency and interest rate movements may impact the
[unfits tKi!'.w: shMit an;! iv.s! i 1uv:;. uf 'Iv. Giouo
Ineffective hedging arrangements may not fully mitigate losses or may increase them.
The Group is credit rated by Standard & Poor's ana Fitch. A davjigiTtds in tho Group's credit ratings to below investment orrvv r'lav I'ia'l ro m*t*saa in laniaiiij costs ;ind otlvn consequences and aflect Ihe Group's ability to invest in ilr> cii-.-rPinn;;.
Mitigation

The Group's Treasury Committee manages treasury policy, and delegated authorities are reviewed periodically to ensure compliance with bost practice and tr> control and iwim Hiese risks Appropriately.
The Group is continuously focused on improving operating and fror-cial pa focmt «e a** par t of our ,ssrat'i0\; < titaMwns es f'litlineo on pn-jf 11
Comment and movement during the year

The continued reduction in the Group's leverage from 1.9 times net debt' EBITDA to 1.5 times at
lf>e em I cl ft* tr«rt.cj wo- us j lesult of strong cash generation
-¦iiCi t X: ben! l.-'tV-jncl'loh.15 f. ;t ih;ir nv\i- .i; I r;;f» i, .ri:.;j is',
Pension scheme funding
tu 0
'o.ip spensors or pat dc'txites m a number of significant j nonets penran schemer;, pnmenfy Future cash contribution requirements may increase or decrease brvwd upon financial market* notaety investment returns and valuations, the rates used to value the liabilities and through changss to life expectancy, and could result In material changes in the hccountiny cost and cash contributions r










Compliance, litigation and claims, health and safety
The Group's operations are subject to a wide range of legislation and regulation Failure to comply can lead to litigation, claims,
¦:Iani;yjr:s 'iri^''.! '(I no utiles
The Group has three mam insurable risks: third party injury and other claims arising from venide and general operations, employee injuries ana property damage.
Tho Group is aiso subject to other litigation, which is not insured, particularly in North America, including contractual claims and those i elating to employee wage and hour, and meal and break, matters.
A higher volume of litigation and claims can lead to increased costs, reduced availability of insurance cover, and/or reputalicnal impact.
Increased frequency of accidents, clusters of higher severity losses, a large single claim, or a large number of smaller claims may i'hiW' <''''rp,:jV''t:kv cy. onsp w:v,-
DivBrsifiajten of investments, hedging of ffab%rr.«, amendment of the defined benefit proiniSKr. unU the int'oduction of defined contribution benefits for new starters in First Bus, t irslGroup corporate functions and our Canadian businesses have reduced these risks.
The Group also seeks to remove liabilities from the balance sheet where it can be achieved cost eftectivrHy.
Under the First Rail franchise arrangements, the Group's train operating companies are not responsible for any tesirJual deficit at the end or a franchise so there is wily short lemi cast! How risk within any partcular franchise.







Compliance with Group and divisional policies and procedures.
The Group has a very strong focus on safety and ti ipoii-vototil K'CV^iiuev fl Grou|» su'i-ii ir-.?i* third party and employee injury claims up to a certain level commensurate wilh the historcal risk rjio'ilr; V-A: pm chase rrrsurjHort obevs these lirts froni1 ri|.*it;.t;fe rilobal instirancp firms. ".|altn:c ;Non-insured claims are managed by Ihe Group's ded.cated in-houso legal teams with external assistance as appropriate.
The Group nas closed the UK Group and First Bus Pension Schemes to future accrual from April 2018. and consolidated other First Bus legacy schemes. This will further reduce the sere and volatility of tho pension funding risk over ihe longer term.
During the year, The Pensions Regulator ('TPR') has been in discussion with the Railways Pension Scheme (the 'Scheme') regarding the funding assumptions which could result in changes to contributions The Scheme is the industry-wide pension scheme. The outcome of the review, which could impact all rail operators, is not yet known. The Rail Delivery Group Is engaging with rail operators to understand and assess TPR's concerns and lo develop an industry-wide solution.

The legal cfmate in North America, particularly in the US, continues
io i.'O'rvot turine'rui-nts y;hi'. h o-r.<:;;•'... c". :ir':.-, >¦ •sivou; c: i-lrsiilitls, si!" cit unpredictable. The costs of rkv&X' I '.vim i- i.:l-.--.:lrng'nn Isp... I environment is factored in the budgets. Due to the scale and scope ol our operations, risk mitigation in this area continues to be an area of focus for the Group.


FirstGroup Annual Report and Accounts 2018

Risk and potential impact
Labour costs, employee relations, recruitment
and retention
Employee costs represent the largest component of the Group's operating costs, and new regulation or pressure to increase wages could increase these costs. Competition for employees, particirlarty in an improved economic climate, can lead to shortages which increase costs and affect service delivery.
High employee turnover ccu'd lead to higher than expected increases in the cost of recruitment, training and labour costs
and .•¦?»!! atiw'-'3 Similarly, industrial action could adversely impact customer service an;: hfcve h ts aiici;J impact cn Inc Group's operations.
Mitigation

The Grcuo seeks to mitigate these risks via its recruitment and retention policies, training schemes and working ptactccs.
Our working practices include building communication and engagement with irade unions a ui tha wider workforce. Gxatnifes of !h:.s ongagement ir-dudu regular owp'ty.) communication, satisfaction surveys, and the presence of Employee Directors (who are voted for by the employees to represent them) on many of Ihe Group's UK operating company boards and the FirstGnoup pic Board.
Where increased wages and incentives are necessary to attract and retain employoes, those extra costs are factored into our bid models, where possible, to ensure appropriate returns are achieved.
Comment and movement during the year

Strong economic conditions, particularly in North America, continue to impact retention
anilrsa-.'iimftni.
During the year, we have
istahed M rccrintrvsr;1. approach and offer in First Student in id First Transit to wt'ect total market conditions.

Disruption to Infrastructure/operations
Our operations, and the infrastructure on which thsy depend, can be affected by a number of different external factors, many of which are not wilhin our control. These factors include terrorism, adverse weather events and, potentially, climate change or pandemics.
The threat from terrorism is enduring and continues to exist in all of cur markets. Pot#r transport continues lo be regarded as an attractive and viable target, ana has previously been subject to attack. Across our businesses, we lake all reasonable steps to help guaid against such activity on the services we operate. An attack, or threat of arrack, coufci read to reduced pubfc confidence m public transportaiion, and/or specifically in trie Group's security arid safety record and could reduce demand tor our services, increase costs or security lecjuirrjrraits and cause yporattonel disruption.
Greater and more frequent adverse weather could lead to
mlemjfVicW of UBJIUJ-Hlur i lu suvim pei foi maneti and noduood
customer denial ic min consequent financial impact, potential increased costs and accident rates.
As a leading transport provider, we face the challenge of
acviror-ijii-o rEmate change, txyh. through mar-aging its impact unci isckiMwiissions.
We continue to develop and apply good practice, and provide guidance to our employees to help thorn identify and respond effectively to any potential threat or incident.
We maintain close working relationships with specialist government agencies, in relation to terror threats, In both the UK and North America
We employ dedicated security specialists in the UK and North Arneite.
The geographic spread of the Group's businesses offers some protection against specific iixxtaits. In addition, some of our contract-based businesses have force majeure clauses in place.

procedures to manage the Impact on our operations.
Tne Group continues to target reductions in our emissions, including through behaviour change initiatives and investment in new technology.
No material change during the year, although severe weather has fed to service disruption in both our North American and
UK operations

The risks listed are not all of those highlighted by our risk management processes and are not set out in any order of priority. Additional risks hi k! .1' ice.te.i'it'es not prese illy l«-cwn io us, or currently ifcemnd to he lsr.fi material, may oteo npaA our Dus-i toss. Indicator t oi a moves t «ns ;'"i sk:• i.-.y no! indicate .i rr^ivp c; tho overall nc-X lisk position niter Wring iiiioixtMint risKtnitiiiqtian-.










FirstGroup Amiu.il Report and Accounts 2018 39

Financial review



In the year we strengthened our balance sheet by delivering strong free cash generation, supplemented by the start of franchise inflows relating to SWR, and by refinancing part of our bond portfolio at lower rates.




Summary of the year
Fteported Group revenue in the year increased by 13.2% including the new SWR franchise from 20 August 2017, the 53" week in the Road divisions and the translation of our US Dollar-based businesses into pounds Sterling at stronger rates than the prior year. Adjusting for these factors, Group revenue increased by 1.0% with growth in First Rail, First Transit and First Bus partly offset by small reductions in Greyhound and First Student revenues.
Grout) tdjusled '.'.pnrntii icj profit in constant currency decreasea by 10.4% excluding the contribution from the new SWR franchise and the 53'" week in tho Road divisions, with growth in First Bus and First Rail more than offset by reductions in the other divisions. Oro-f; luinj'.-.rr.'fI rpO"teVQ p;oM ir>sigr in constant currency Decreased by 90bps to
Road divisions and the expected rebaslng cf ihe Rail margin. In reported currency, adjusted
j'wv I.!!;; t '^\.i;;:ij-;.Ki Oy r- :;;''.-, U; £317.0rn(?017:£339.0in)
Not finance cost? before bond Vitake whole' costs decreased to E120.0m (2017: Cl32.0m), resulting, in edjjstert profit before tax ci Cl97.0m (2017: £2070m), a decrease of 'i.3%. Adjusted profit attroufabte tc orAta v shareholders was C147.7m (2017: C149.4m),' with the lower adjusted profit partly offset by a lower effoebve tax rare. Acfji isted fcHS decreased by 0.8% to 12.3p (2017: 12.4p). . cci isiant currency, adjusted 1I'S increased by 3.4%. EBITDA increased by 0.6% to £690.6m(2017:£686.6m).
Statutory operating loss of £196.2m (2017: profit of E283.6m) and statutory lo&s before tax of C326.9m (2017: profit of £152.6m), principally reflected Greyhound goodwiland other asset impairments, the onerous contract provision for the TPE rail franchise, non-recurrence of the gain on disposal of a Greyhound terminal in prior year, adverse developments in aged North American insurance claims, bond 'make whole' costs relating to redemption of the September 2018 bond, and higher intangible asset amortisation and restructuring and reorganisation costs than prior year. Statutory EPS was (24.6)p (2017:9.3p) in the year.
Net cash inflow (before First Rail start of franchise cash flows) was £110.5m (2017: £147.2m including proceeds from sale of a Greyhound terminal). This cash inflow, combined principally with First Rail start of franchise cash flows of £88.5m and movements in debt due to foreign exchange, resulted in a decrease in net debt of £219.6m (2017: £120.3m). As at 31 March 2018, the net debt: EBITDA ratio was 1.5 times (201 /: 1.9 times!. Adjusting for cash ring-fenc**! in the First Rail division, net debt: EBITDA improved to 2.1 times (2017:2.3 times).
Liquidity within the Group has remained strong; as at the year end there was £766.4m (2017: £941.1m) of headroom on committed faclties and free cash, being £603.0m (2017: C800.0m) nfcomrrrtted hesd'Oom and £163.4m (2Ci7 £141.1m) of free cash, In February 2018 the Group ptaca:'l $27f>m in lonci term US pn*-a;« placement writes with a A-iiiUhtsd average tixed coupon or ^>Jvi. The notes were placed in two tranches, with $100m due in March 2025 and $175rn due in March 2028, attracting interest costs of 4.17% and 4.29% respectively. In March the Group redeemed the £300m 8.125% coupon bond due September 2018 in full using ihe proceeds from the new notes, other cash on hand and
OUT C0i rrTtttOd bwf< fiidUv. ihcsai&b '8r™ri,
activities incurred a 'make whole' cost of
"tO.'ri'i iii'i:atti'-ai :ip:vk;; vTi.ir ;¦>':!
'.Vil.' \". :: hiiil.Yn-:*:":^':.;=;iV: r\(: iv;;ii!1>:"0
¦-. ''-in IV.r '.ry 'r(Vl f ••; ;h.;i;:: vi;:.'
j Our svRi-acio debt mrurity in.rivwd to ; 4.1 yeiirt; (2017. 3.6 vfcirj; i'iowinu, the ' reft tanemg ar rjvrfies hi tro* year During'.hfe year, gross capital investment of £439.5m (2017: £365.6m) was invested in our business, with Road divisions' capital expenditure broadly Hal and Fteii nx/eii-nng siyniriwnrjy as expected. RCXX incr-.-as^d to 9.6% (20t7: 7.9% «t constant owanye rates and 7.J% ns reoortedj.
Finance costs and investment income
Net finance costs before adjustments were £120.0m (2017: £132 0m) with the decrease principally reflecting lower level of net debt and lower into est rales.
Profit before tax
Adjusted profit tefore ta* as st-t out m rotes 4 to the fir icincijl statcri ic-nts was; Ciy7.0n < {3017: £?07.Q'Ni. with the decrees© due principally to lower adjusted operating profit partly of Isnt by lower net finance costs. An overall charge of £5?3.Sm (2017: £54.4m) for adjustments including other intangible asset amortisation charges of £70.9m (2017: C60.2m) resulted in statutory loss beta*, tax of C320.9m (2017. proft of f 152.6m).
Tax
The tax charge, on adjusted profi: before tax, for the year was £44 2m (2017: £53.8m) representing an effective tax rate of 22.4% (2017:26.0%). This reduction is primarily due to the US corporate income tax rate i educing from 35% to 21% under the US Tax Cuts and Jobs Act which was sigwd into law or1 22 December 2017. This cnange also resulted in the remeasurement of brought forward deferred tax balances giving rise to a one-off tax credit in the income statement of £24.6m (and a one-time tax debit through Other Comprehensive Income of £21.8m). There was also a tax credit of C£x5.6m (2017' E1/.3r 11) relating to intangible asset amortisation charges and other adjustments of £523.9m (2017: £54.4m). The total tax credit was £36.0m (2017: charge £36.5m) representing an effective tax rate on the statutory loss before tax of 11.0% (2017: 23.9%). This rate is lower than the effective tax rate on adjusted profits primarily IM7i~3i.«y no ;a.x credit .-ritees on tho impairment of Greyhound goodwill. Tne Gum ip's ni'eei.vr- nx '<;\n is supisSvcs to !>•» qoovtrarjii.c r:i>. c'pf;.:ii!« :nciud;Ki tax Mtv* -1 the US and Canada (including state taxes) tnat are higher than in the UK and to changes in tax law and rates in the jurisdictions in which it ocwn>ir«.

FirstGroup Annual Report and Accounts 2018

The actual tax paid during tne year was £12.2m (2017; El0.2m) and differs from the tax credit of E36.0m primarily because no cash usi;^' anses Hiesoecf of tf* cne-off tax credit for the US tax reform and the tax credit on the TPE onerous contract provision.
EPS
Adjusted EPS decreased 0.8% to 12.3p if; -!2.<;o)andba&rcE:'S decreased
:o !24.i:vp CO" 7: 9.3di.
Shares in issue
As at 31 March 2018 there were 1,203.1m shares in Issue (2017:1,207.3m), excluding treasury shares and own shares held in tmst for employees, which Increased in the year to /Vrii(201/.0.4rn) refleotinf; a new pofcy to spread 8 -e purchase r/ ow.i snares for employee share schemes across the year. The wsrghteri fivev.go number of shares a - i:-;;i so for the purpose o* basic EPS calculations (excluding treasury shaies and o wn srwes heki in trust tor employees) was 1,205.tm (2017:1,204.8m).
Reconciliation to non-GAAP measures and performance
Note 4 to ihe financial statements sets cut tj"r.' reoc'ictet'O! is of operating (loss)/profii aric (losy/rrafit befo1^ tax to their adjusted equivalents. The adjusting items are as follows:
; Greyhound goodwill and other asset impairment
; Recoyi >'tsirtg the difficult trad ncj ccnduioi is ' experienced by Greyhound in 2017/18, '. the -stra'-eric plans '<» the btis:;:^; and ' ostimatbs of fi,tiirr, c?sM flows goiM jtca ' by the Greyhound division were revised. i ' ho calcutalcd value in use of the division resulted In a £277.3m shortfall to the carrying value of assets (2017: £360.4m surplus).
Fottowrrg their i*h,v of these cash flow estimates, the Directors concluded that there should be an Impairment charge of £277.3m on the Greyhound cash generating unit (CGU). This is reflected in tho fnancal statements as ; an Impairment in full of the carrying value of ; Greyhound goodwill of £260.6m, as well as Impairment charges of £12.3m on Greyhound's property, plant and equipment, £2.5m on the brand and trade name and £1,9m on software.
TPE onerous contract provision
Management have prepared updated financial forecasts for this franchise until the initial end date of 31 March 2023. The updated forecasts are based on a number of assumptions, most significantly passenger revenue growth. These are based on economic and other exogenous factors as well as changes in timetables, capacity and rolling stock. Although we are already achieving Industry-leading revenue growth, our forecasts suggest that we Wit fall short of the growth requirements in the original
franchise bio. Based on these forecasts the Group considers it has an onerous contract, the value of which is estimated to be £106.3m. Accordingly this amount has been charged to the income statement.
Other intangible asset amortisation charges
The amortisation charge for the year was £70.9m (2017: E60.2m). The increase primarily refloats o iuyi if r ctirijji1 >o ihe NorihA'reaican divisions due to an incremental £7.5m in software intangible amor tisation.
North America insurance reserves
There have been adverse developments oi i a srrajl number of aged insurance claims in North An ma which mainly islate to the 21)14/15 aid 2015/16 tranoral years. -in sggrap'.^ the adverse dewlrjpiisnis on these claims give rise 10 a cost representing a sitv ificarit proper ton of the respective divisional results and accordingly management consider tnat including such amounts in operating profit would cSstot yoar-or i-yeai comparisons for the North American divisions. The impact of these adverse developments was a charge of £32,7m comprising First Student £13.4m, First Transit E15.8m and Greyhound £3.5m.
Restructuring and reorganisation costs
There was a charge of £26.0m (2017:.£l6.8m) in the year for restructumg, impairment of assets and reorganisation costs retatrig to the business turnarounds in Fust Bus (£20.6m)

Revenue and adjusted operating profit
¦ir- ¦ is a-ic ,'idiiisie.j oneratng pro'it by division is set out below. For more jnlbrmation on divisional operating performance
see the business review on pages 12 to 22: ¦—¦ :
Year to 31 March 2016 rear to 31 March 2017
Operating Operating Operating Operating
Revenue profit' margin' Revenue profit' margin1
Em Em % Em Em %
First Student 1,771.1 156.5 8.8 1,780.3 171.1 9.6
First Transit 1,072.7 58.2 5.4 1,042.0 73.3 7.0
Greyhound 6902 25.5 3.7 684.7 42.6 6.2
First Bus 879.4 50.2 5.7 861.7 37.0 4.3
Group items' ! l6j.2_ I?!"2) _ ' 15 8 I38-8)
Road divisions 4,429.6 259.2 5.9 4,384.5 285.2 6.5
First Rail _ It?6!-8 57.8 _ 2.9 1,268.8 53.8 4.2
Total Group 6,398.4 317.0 5.0 5,653.3 339.0 OO
North America in US Dollars $m $m % Sin Sm %
First Student 2,350.6 210.4 9.0 2,323.3 222.0 9.6
F irst Transit 1,420.4 77.8 5.5 1,358.9 95.2 . 7.0
Greyhound 912.7 32.8 3.6 ¦ 894.0 55.2 6.2.
Total North America 4,683.7 321.0 6.9 4,576.2 372.4 8.1
I A(1||IStMI'i
[- Trornlink onrjrawv; certiol nianiyjcrntinr anu other terns
FirstGroup Annual Report and Accounts 2018 41

Financial review continued
and costs related to contract losses and
nnr-tT'^ST'tofrf-i'K-tsinIVst frrjiiyit;£S.4>nj.
Bond 'make whole' costs
The early redemption of the £300m bond n M-^r.r-.Vi ti yo: ir waited in ;i ore-oil £ 0 7m 'nuk? whole' n iteiest charge.
Capital expenditure
Cash capital expenditure was £425.6m (2017: C404.3m), of which £299.4m (2017. £323.9m) .was in the Fioad divisions. It comprised First Student £186.0m (2017: £198.7m). Rrst Transit £l9.0m (2017: £17.8m), Greyhound £46.6m (2017: £30.1m), Rrst Bus £42.8m (2017: £74.4m), First Rail £126.2m (2017: £80.4m) and Group itwns E5.0m (20I7 E2.0mj. Rrsl Rail capital expenditure is typically matched by franchise receipts or other funding. In addition, during the year we entered into operating leases for passenger carrying vehicles with capital values in First Bus of £6.0m (2017: First Transit £8.0m), and wc expoct our use of operating leases to increase going forward.
Gross capital investment was £439.5m (2017: £365.6m) and comprised First Student £206.1m (2017: £165.9m), Rrst Transit £28.5m (2017: £25.8m), Greyhound £44.4m (2017: £31.7m), First Bus £26.9m (2017: £63.9m), First' Rail £ 129.5m {2017 C76.4m) and Group items £5.0m (2017- £2.9m). The balance between cash capital expenditure and gross capital investment represents creditor movements m the year.
j Cash flow
; T he net cash inflow {before Rr st Fta I start | of franchise cast i flows) was £ 110.5m : (5*017- C14Z2n) witn tho reduction driven by : tower proceeds from the disposal of property, ; plant and equipment primarily due to the sale ! of a Greyhound terminal last year and higher ' interest payments as a result of the early ! bond redemption partly offset by ihe timing I of certain working capital flows. Met cash flow j including the Rrst Rail start of franchise cash j tews of £8&5"i (2017: CnrT) was £199.fm !.?0! 7: £ 147.2m) and this, combined with movements in debt due to foreign exchange, resulted in a decrease in net debt of £219.6m (2017: £120.3m) as detailed below.
Balance sheet
Net assets have decreased by £585.3m since j the start of the year. The principal reasons for this are the unfavourable translation reserve movements of £324.9m and the retained losr, for the year of £290.9m partly offset by favourable after tax hedging reserve movements of £34.4m.
Goodwill
The carrying value (net assets Including ; goodwill but excluding intercompany balances) ' of each CGU was tested for impairment during the year by reference to their projected value in use and following their review of these projections, the Directors concluded that there should be an impairment charge of £277.3m on the Greyhound CGU. This is reflected in the financial statements as an impairment in full of the carrying value of Greyhound goodwill of
¦ E2G0.crn (i «te '¦ IV as vt& as imoai-monl ; charges of £12.3m on Greyhound's property, | plant and equipment (note 13), E2.5m on the i brand and trade name and £1.9m on software j (note 12). Apart from Greyhound, there
awxies to bo ar'fJc^rtrierrcliocim in at
othrr GGi is.
Funding and risk management
Liquidity within the Group has remained strong. At the year end there was £766.4m (2017: £941,1m) of headroom on committed facilities and free cash, being £603.0m (2C*7- C80a0rri) of committed headroom ano £ Ki3.4rn (20:7: £141, lm) of free ca=;'",. Largely due to ttie seasonality of First Student, committed headroom typically reduces during the financial year up to October and increases thereafter. Treasury policy requires a minimum of £150m of committed headroom at all times. Our average debt maturity was 4.1 years (2017: 3£ years). The Group does not entur into speculative finsnaal transactions and uses only authonseo financial instrurtents for certain risk managen rent purposes.
Fuel price risk
We use a progressive forward hedging programme to manage commodity risk. In 2017/18 In the UK, 69n.£ of cur 'at 'isk' crude requirements (1.9;;i barrels p.a.) were hedged at an average rate of $60 per banel. We have hedged 82% of our 'at risk' UK crude requirements for the year to 31 March 2019 at $58 per barrel and 57% of our requirements for the year to 31 March 2020 at $63 per barrel.

Cash flow
2018 2017
_ Em Cm
EBITDA 690.6 686.6
Other non-cash income statement charges/(credits) 17.2 (6.2)
VVo'Unir) capital s:\c'!:.;riiiir| first Hail start of franchise cssh flows 36.9 23.9
Movement m other provisions '¦ (10.5) (30.6)
Pension payments in excess of income statement charge " (47.9) (37.6)
Cash generated by operations excluding First Rail start of franchise cash flows 686.3 636.1
Capital expenditure and acquisitions (425.6) (404 3)
Proceeds from disposal of property, plant and equipment 11.4 43.0
Interest and tax (137.6) (116.3)
Acquisition of non-controlling interest (13.8)
Dividends paid to non-controlling minority shareholders (1.1) (11.9)
Other _ _ (9.1) 0.6
Net cash inflow belorc First Rail stnrt of franchise cash flows 110.5 147 2
nil 'i:fci : J fr;.notiu;c;;:;!;! ;;:v/:. , 88.5
Nftrt cash inflow alter First Rail start of franchise cash flows 199.0 147 2
Foreign exchange movements 23.2 (26.5)
Other non-cash movements ¦ (2.6) (0.4)
Movement in net debt in the year 219.6 120 3


FirstGroup Annual Report and Accounts 2018

In North America 63% of 2017/18 at risk' crude oil volumes (1 4m barrels p.a.) were hedged at an average rate of $56 per barrel. We have hedged 53% of the volumes for teeyeInterest rate risk
We seek to reduce our exposure by using
ci corrVoniatbn of fixed -ate dc-bt and interest ate oeriv<>iives .o sriaeve hi i overall fixeo rale position over the medium term of at least 60% of net debt
Foreign currency risk
'Certain' and 'highly probable' foreign currency Irai isaclicn exposures including ft -pJ rxrehnsos for the UK divisions may be hedged at the time the exposure arises for up to two y?*rs at .!;pecifir;d levels, or longer if there is a very f i;ch degree of certainty. The Group does i rot i tedge ihe translation of earnings into the Croup i sporting currency (pounds Sterling), but accepts that reported Group eai rvngs wi'l flucti-ate as excfiange rates against pounds Ste^ng fluctuate for the currencies in which the Group does business. During the year, the net cash generated in each currency may be converted by Group Treasury into pounds Sterling by way of spot transactions in order to keep the currency composition of net debt broadly constant.
| Pensions
In the year wo successfully consolidated assets in three UK local government pension schemes rrto one and on 1 April 2018 both of the main UK deft ted bt-nofit kg! reives were closed to de'.ned oei ieW accrual. Wo havo updated our pension assumptions as at 31 March 2018 for the defined benefit schemes in the UK and North America. Tire net pension deficit of C3S8.5rn at the beginning of the year has decreased to £273.7m at the end of the year principally due to better asset i eturns together will \ favourable foreign exchange movements. The main factors that influence the balance . sheet position for pensions and the sensitivities, to their movement at 31 March 2018 are set out below:
Movement Impact
Discount rate +0.1% Reduce deficit
by£30.0m
Inflation +0.1% Increase defcil
by £2S.0m
Seasonality
Rrst Student generates less revenue and profit in the first half of the linancial year titan in tho second half ct the year as the school summer holidays fall into the first half. Greyhound operating profit ic typically higher in the- first half of the yoar duo to demand being stronger in the summer months.
1 Foreign exchange
The most signlfioart owrwge -rites tc pct/-ds Sterfttn fcr tho Group we os blows.
Year to Year to
31 March 2018 31 March 2017
Closing Effective Closing Effective rate rate rate rate
US Dollar 1.40 1.34 1.25 1.29 Canadian
Dollar 1.81 1.75 1.67 1.74
Contingent liabilities
Investigations into the Croydon tram incident are ongoing and it Is uncertain when they will be concluded. The tram network is operated by Tram Operations Limited (TOL), a subsidiary of the Company, under a contract with a TfL subsidiary. TOL provides the dwers and management to operate the tram services, whereas the infrastructure and trams are owned and maintained by a TfL subsidiary. No proceedings have been oommenced and, as such, it is not possible to assess whether any financial penalties or related costs couki be incurred.



Nut Uuut
The Group's not debt at 31 March 2018 was C1,070.3m (2017: £1,289.9m) and compnsed: —
31 March 31 March
2018 2017
Fixed Variable Total Total
Analysis of net debt Em Em Em Em
Sterling bond (2018) - 298.8
Sterling bond (2019) - 249.9 249.9 249.8
Sterling bona (2021) - 348.3 348.3 348.3
Sterling bond (2022) 321.6 - 321.6 321.1
Sterling bond (2024) 199.8 - 199.8 199.6
Sterling bank loans - 197.0 197.0
4> con triers sodUna kiugs 104.7 - 104.7 183.7
Senior unsecured loan notes 195.2 - 195.2 80.0
Loan notes 8.7 0.8 9.5 9.5
Gross debt excluding accrued interest 830.0 796.0 1,626.0 1,690.8
Cash (163.4) (141.1)
Fust Rail nng-fenced cash and deposits (391.5) (255.8)
Other ring-fenced cash and deposits (0.8) (4.0)
Net debt excluding accrued Interest 1.070.3 1,289.9
Under the terms oi the First ftarf franchise agieemenls, cash can only oe distributed by the TOCs either up to tho lower amount of their retained amount required to satisfy the liquidity ratio at the balance sheet date
FirstGroup Annual Report and Accounts 2010 43

Financial review continued





Viability statement
In accordance with provision C.2.2 ot the UK Corporate Governance Code 2016, tho Directors have assessed the viability of the Group over a three-year period, taking into account the Group's current position and the potential impact of the principal risks set out on page 36 .vwwds. Based on pts assessment tiro Oirocws confirm 'hut they have- a reasonable expectation that the Group wji be nblf; *o ocvifctu* in operation ana meet its liabilities as they fall aue over the period to 31 March 2021.
. Whilst the Directors have no reason to believe the Group will not be viable over a longer period, the period over which the Directors j consider it possible to form a reasonable expectation as to the Group's longer term Is the three year period to 31 March 2021. This period I 'fsKects tno Groups corporate pterrting processes and is considered appropriate 'or a fast-moving cctrtpetitivs environment st.ich tr ! passenger transport.
The Group's corporate planning processes include completion of a strategic review, preparation of a medium term business plan and >» ci.sf tcV'(; to-'i-.a'jT of ojrvoni. year bussrsaao u^fci'V.ance. The plans and projections prepared as part cf these corporate | rlanrs-tg processes consider trie Group's cash flows, con ir rutted funding and liquidity positrons, forecast future funding requirements, ba-rki-g •.iovfc»aiH£ ar;d other fey tin.-;ncBl ratios, including t^ose relevant to maintaining the Grot ip's existing investment grade status. X a:so considers the ability of the Group to deploy capital. A key assumption underpinning these corporate planning processes is that debt .vkI .-issr>bnc\ed fin3nc:nq markets will be siifto'enfly avaSsble to the Group.
Ir• i '-.skiny .i ar assessmer if, the Directors look account of the potential financial and operational impacts, in severe but piauyble scmar io.-. i of the principal risks which might threaten the Group's viability during the three-year period to 31 March 2021 arid the My degree of | effectiveness of current and available mitigating actions that could be taken to avoid or reduce the impact or occurrence ol such risks.
ihe scenarios constderud were-: 1) weak economy, adverse operating eiMronment and forfeit of rail franchises; 2) low growth eo.onoi' iv.
heightened terrorism and increased environmental pressures; and 3) weak economy and credit market shock.
i 'Tte Boa'd confirms that in making this statement it carried out a robust assessment of the principal risks facing the Group, irtdudlng those ' that would threaten its business model, future performance, solvency or liquidity.


Going concern statement
The Group has established a strong balanced portfolio of businesses with approximately 50% of Group revenues secured under medium term contracts with government agencies and other large organisations in the UK and North America.
"ha Group has a diversified ft irn.fing structure with average debt duration at 31 Match 2018 of 4.1 years (2017- 3.(5 years) and witch is largely represented by medium term unsecured bank facilities and long term unsecured bond debt. The Group has an £800m committed revoMng banking facility of which E603m (2017: £800m) was undrawn at the year end. This facility has a maturity of Jury 2021.
The Directors have carried out a detailed review of the Group's budget for the year to 31 March 2019 and medium term plans, with due regard for the risks and uncertainties to which the Group is exposed, the uncertain economic climate and the impact that this could have on trading performance. Based on this review, the Directors believe that the Company and the Group have adequate resources to continue ri cpeuuktia! csasteroe for tho foreseeable future. Accordingly, the financial staiemenfe I raw been prepared on a going concern oasis.

















FirstGroup Annual Report and Accounts 201B

Board of Directors


Appointed: 2015
Key areas of expertise: Governance, Strategy, Safety, Quality Assurance Skills and experience: Starting his career with various research activities covering also road iMffic safety. Welfhart wont on to t.-s4at*sl' arm kso a broad rang* iJustry businesses. He was Ghief Executive of Interlek Group pic for ten years until he retired in May 2015. He was previously Chiftf Executive Olic&r (CFG) hi id Piesident of TUV Suddeutschland AG for four years and CEO of TUV Product Services GmbH for ten years.
Other appointments: Independent Non-Executive Director of Associated British Foods pic and Senior Independent Director of FtELX PLC. Nationality: German
Appointed: 2009 and became Chief Executive
in 2010
Key areas of expertise: Transportation, Strategy, Safety
Skills and experience: Tim brings to the Board a wealth of international transport management experience gained over a number of years in the sector. Prior to joining Ihe Company, he was Managing Director, London Underground, having previously been at Transport for London. He was President and Chief Executive of Consolidated Rail Corporation and a Non-Executive Director of CSX Corporation until March 2017. Other appointments: Inrtepnndant Non-Executive Director of Edison International and Southern California Edison and board member at Inn US National Safety Council anas September 2017. Nationality: American/British
Appointed: 2015
Key areas of expertise: Finance, M&A Skills and experience: Matthew has strong
fingiTOialandopw-rifcnalftyi'i'iHi's'i, ir*;fcirSinj sfaltrnic dnd :;!nsn>:r;ii u!i*ri' iii -,i und ouiio'. as 'abII 5s cxtensjvK irfemiitioiiHi a

Appointed: 2014
Key areas of expertise: Marnetmg, Strategy Skills and experience: Drummond brings
totk - l!''.ii:i.'i>' ¦:.r:r k-ricn i««;o across a number of cuslomer-facusea businesses in tne UK, Europe and the US. . ro:i> f.iiv O-m ¦ :vr xtWu i<: Miiy Cr Group pic, prior to wnich rus career was spent mainly with Procter & Gamble, Mars and PepsiCo. He has also been Chairman and a Non-Executive Director of Mitchells & Butlers pic and a Non-Executive Director of Taylor Nelson Sofres PLC
Other appointments: Sonlor Independent Non Executive Director and Chair ol the Remuneration Committee of WH Smith pic ana of The Sage Group pic. Nationality: British
Appointed: 201/
Key areas of expertise: FT, Business Process Transformation, Cyber Security Skills and experience: Martha's experience in technology spans the telecommunications, Sn,vici:il services and hospitality industries. She was most recently the Executive Vice Prosdoiu .r-.i1 Ch'sf Inlcyi'Uiticn Oflic.-7i- ((X» of Starwood Hotels & Resorts Worldwide arnj. prior lo that, snc v.gs Wo Pim&tonr of o^ifi-Hi' l-v.::,.: .mi.! CIO r 11 '»: C-i':;¦:! ,v:*i: giftl: rcspci is;r-:r:ty !•.•; IT iifatfirjy
Other appointments: Senior vice Presidenl and CIO of Royal Caribbean Cruises Ltd. Nationality: American
Appointed: 2 February 2018
Key areas of expertise: Corporate
FirwnoB Strategy
Skills and experience: David bnngs a V.'Ml'JiOi !i»;:!K.i;'i. i\,1,t.nr:|:;k] iJuittMl". .)'v! corporate xpciK«v:e cr-d «i s. r.> li-:«Pi>,iH.i. I is;¥v<«,l iiwik-O lV;'C;!o; H.>".'iif PLC from 2005 until its acquisition by Ball Corporation in 2016. Prior to his roie at Rexam, Di.vl.f aivalhi scpim finar<:err*h>«! rHUti<¦'. before becoming Group Finance Director at CMG pic in 2000 and then Chief Financial Or ot fv.y.l PRO wA/.v MV r V\-i>.•, I ¦••s:::'.--n. >.! Nr.?'-: >:'S(a.«:---;'>?:i:u;> ¦¦¦¦
Chairman of tfieir Audit Committee David
¦"ilir'J'foJiv;'.' Ciiaiit i«.; £cr.:w,u: j. K; ' Nationality: British

FirstGroup Annual Report and Accounts 2018
Board Committees
® Audit Commitee ® Remuneration Committee ® Nomination Committee © Boara Safety Committee • Chair
Appointed: 2014
Key areas of expertise: Transportation Skills and experience: Warwick has a strong track record of delivering restructuring, cost reduction and modernisation programmes. His previous roles include Chief Executive of Mandala Airlines in Asia, Deputy Operations Director at Ryanair pic ana Chief Otwaa'." ij l)'fk;« a. Air PaxftVKftigtisher in i:vi a i <. .:;~/i'ti ;' warw.ok also hefu board positions at Airline Group and NATS, tho UK's airspace provider, and was Deputy CEO of Buzz.
Other appointments: CEO of Stobart Group Ltd and strategic Board Advisor at Vistair Systems Ltd. Nationality: British
Appointed: 2017
Key areas of expertise: Transportation, Employee Relations, Employee Engagement, Safety
Skills and experience: Jimmy was a bus driver for almost 40 years. He is currently an employee of First Eastern Counties, where he served as Employee Director for more than a decade. He had also served as the regional Employee Director tor Norfolk and Essex. Safely is a passion for Jimmy and as such he is a champion of our Group Safety programme Be Safe. Having worked on projects for different departments within FirstGroup, he has a unique wealth of experience of employee engagement. Nationality: British

Executive Committee
In jdrt'lia'i to l-v CMt* CxectrtrwR who «r< \£ trie fjhs:i iVr.-i-l Office nr, members rue;
Constance Baroudel
Director of Strategy & Operational Performance
Rachaei Borthwlck
Group Corporate Services Director
Giles Feamley
tvtanaghg Director, First Bus
Michael Hampson
General Counsel & Company Secretary
Dave Leach
President, Greyhound
Dennis Maple
President, Rrst Student
Steve Montgomery
Managing Director, Rrst Rai
Brad Thomas
President, First Transit
•.Jim Wpestock^i'OO?*- *5**3*^jg^
Appointed: 2014
Key areas of expertise: Remuneration. HH, Governance
Skills and experience: Imelda brings
consxterabio experience to the Board gained
across a number of sectors, as well as
outstanding remuneration practice skills. She
was formerly Non-Executive Director and
Chair of the nernuriarahon Comniltee of
'Vii-;iMrv''; [' i" ¦ f™ pi-: ,.<¦<;;
7 ¦'!;!:. ,l!l ¦ I I". V'l;' 1 ¦,.¦¦ ;o ?¦:">'¦¦ ili'vi;
rotes at J Sairvsbiiry pic (inhere sue was Group
Coia & Schwappes Beverages Limited. Other appointments: Non-Executive Director and Chair of the Remuneration Commitlee of Mitchate & Butleis pic Nationality: British
Appointed: 2012
Key areas of expertise: Distribution, Safety Skills and experience: Jim brings to the Board considerable operational experience gained within a largo complex organisation,
tcsolhr-r with a liaok teoo-d of rrjhfcrvrroeni. He has served in a number of senior roles and was a member of the management committee during his career at United Parcel Service, Inc, latterly as Senior Vice President and Director of US operations and global security with responsibility for all US operations and 360,000 employees Other appointments: Non-Executive Director of YRC Worldwide, Inc; aLso serves
-rid,:
on ilid Htw! ol lhi>;-j not-organisations m Ihe US. Nationality: American

FirstGroup Annual Report and Accounts 2018
About the Board

Nationalities'
The Board is the decision-making body for all matters of such importance as to be significant to the Group as a whole.
r.*v.m an *> Ty/iOt-Wt: V, rector
Indopc-rferit
_ lJroc.«firs_
e ".rrkrO Fits' ic'j*i& r*sctor
Length of tenure
Board composition



Gender diversity
* ?-4 y&?rs
• ¦i-'j yeas o 6 9 years
2018 2017 mm 2016 on
• JF«jnBte__
Core areas of expertise1

Independence









•JUK
• Germany
ni.i'j i 11.1-:






120.0% 80.0%
88.9% 88.9%






I Chulrmai
lixfcperxtern Ora*»-s _
tixi-iiiii^xi»lorit [Hi tx tors
Some of the activities the; Board carried out during the year
0 April 2017. .
),. Interna! performance evaluation exercise
' 0 May 2017
"Board'and Committee meetings in London
AppuintrTKnt of Martha Poulter and ' JnitniyGiPombririge
Review of performance evaluation results,
t toyiiwSno appov<)l of kni rasi'to 'or 2t>;/
: 9 July 2017 .
AGM and Board meeting in Aberdeen "(Scfisideratbn of shareholder views
0 September 2017 ;
Richard Adam announces resignation
Board and Committee meetings in Cincinnati '¦. : .
Site visits to Student and Transit operations in Chicago - • "
Q October2017 ' *¦¦¦ '
¦; i Strategy sessions in London
O November 2017 ,
Board and Committee meetings in London Announcement of half-yearly results
0 January 2018 V
Board and Committee meetings h Lotidon Martha Poulter joins Audit Committee Review of RAIB report on Croydon incident
Rfk appetite a: id 5fj iificaiV. ;iol0 February 2018
Apixxntmcni of fJavd Robbie ; 03 trading update
0 March 2018
Budget and three-year plan review ] David Robbie joins Remuneration .) ¦¦¦ '. . Committee " V'
Board and Committee meetings in New Yoik'and site visit to Greyhound operations Review arid approval of Gender Pay Gap Report for publication Bond redemption



t Sonic- Ouirtors are represented n more lhan one category.

FirstGroup Annual Report and Accounts 2018
Governance framework
Our Group Employee Director
We are one of the few pubWy;SstedcomDanies\.< that has an employee apjx^ted to ^ V (and also to (he boards of most of its UK : ; V-operating companies).:Tnis uniqud aspect of •>, our; corporate governance has been a feature. o; cat &^Tp:ty/&tvxp.r origins'to ihB Uc '.
¦' : t980s.-,C^aTiplci^cftectcirs
with the Ccxripany as k, f-ias grown', wrfch tecries
; of the reasons that it is anaccepted feature of .
j- .the te rot regarded as efffw an alternated :, r-,". • * /xrnvK'tWia! iixaiitrsl rctati^is.jiot an ariifiOii ^;
¦ - ¦.; adjunct to a corporate governance framework.;,
Srxxthetbuixft^cltheCOT'p^ ;:.' ¦j: IjV-arJ ma huar.aviiviiitej to pfofih&ifc; ¦¦. * '¦ .-.ornpioyee irivcfyement at ioealleyel. They\.. • l >.
. appoiritinent'ol[employee Directors lo the *\} ;':¦ boandsofttieUKopr^ting.cdrT^ i ,i directors an emptay&viewpoH 6ri all matters K
- affecting .Itie ejection and^goverrfera^ofthe^f
.Group, aridafcws[employee directors to,¦< v
/ engage wilh eniptoyees at a local level on the; ' V ';;¦¦- strategic direction of the business.; ¦¦"'.,'.'jS;.v,!;r
,. Empoyee directors ore elected by a baitot '..'. ¦;,;of s;i; iv foyees iii !h«ii.iH?j^:iveors^.rai^;i> ""which is iixJependently supervised They take r iii-¦¦- < • an active role at local level, carrying out safety;
Shareholders



Board of Directors
lego's!Lhip. strategy, risk, governance, values ana standards
A V




''Audit'
: Committee'.^

cor&els \h .¦¦SKteniSlaucit^/? lovfjifgritaiitlj^. .xybetsecwiiy^.t,
. *¦» ^
t»:ivr.'iis' and. a^Uvice pwidmoy !|ir.'proiifj.',i .They have the same lesponshJKias as any ..\ other ncnHE*8Cutive fjirxtoraixJptay.asTulla, roie as any Erector in chalenging the senior . rrianagerhenl tearn-.:¦.-¦.¦•¦>.
Tne Employee Rectors'. Forum meets at; - " ,
V.sim! i.i'iMVl y'".--i'r.''ti'.ltsluiiiTfirBlH'.'iJ -" i<; i H -1 ir tifl.a«i scillti Kit ti it aic c: GrOa. ¦ &TiptoyeeDiiTxaor~whena : !.:vt vi/^ii^fitipkivt;!?!)!!?^-* I'Omt'S;' '-¦.; nominated Jimmy t3ioombriclge, .v/hosr) '• • ¦ appoiTtmeht was recxmrnartoedtothefSoard. by the r^riratOTCfcrnmitoe. Jimniy was then elected by shareholders at the 2017, AGM.'. '
Every Non-Cxerutive Director brings a different ' rxirepectlvG'ahd experience to the t3raid; our &oup BTiplciyee Director brings firs experience as a frontline employee arid helps ensure that Ihe Board lakes Ihe yews of tho workforce into account m its cfecussiohs




' Chief Executive ' :
Day-to-oay 'management: dsvetOprnent of Group strategy and,--commercal objeclives: implerrionlatb.n of Board decisions; -. promolion of high standards of corporate governance":. ¦ .¦



¦y^':'.'-.\:':^l-I'\¦ ¦•ExecutiveCommittee::' ;.;;^r;; ury.-jy
Supporting the Cffef Executive in the day-to-oay running'of the Group, y.'.



FirstGroup Annual Report on
Corporate governance report
Chairman's report

cc
I believe firmly that good governance lies at the \ heart of a successful and sustainable company. j
Activities during the year
»St/atogyprosenlatlonsand :
direction o? (': • •.! . ;.
» Business presentations and -
» Further development qt tho . -
Bc-i: tVsi-ndwjta-.drig and ftrp'oac.-i io rwk arrnerrte
•Budget and three-year plan; ¦
» Appointment of David Robbie and V Martha Poulter as Non-Exeoitive Directors; and of Jimmy Groombridge as Group Employee Director
¦ Successionplanning and latent: : management tor the Board and
- •¦• ¦•seti&jmaTag&mm- -: ¦
» Review of recommendations arising out of the Internal, evaluatiqn exercise -¦

Areas of focus in the future
Flecnjitment of a new Chief Executive; •.DiscipSned growth and bidding
Maintain strong cash management
Ongoing development ofthe 1;: : » .Group's strategy . . ? « . .
¦ Review and implementation of ; recommendations arising out of the -
' i externally facilitated Board evaluation
Our Values
The Board sets oul the Group's strategic ?.»»•«. monKo-S the C!r«ip'3 s&ftfjr. nhjts'trye.;-. and oversees their implementation by the (Met ExtjOtifiw. I; provides lsafets>'--& v-/sh: i n fiarna'v.'O'k {.1 npcroprttte find n'trr-tvi-controls. The Board is also responsible fry tl » culture and Values of the Group.
Out Values are:
• Committed to our customers j • Dedicated to safety i » Supportive of each other i « Accountable for oerformance
« Setting the highest standards
Our Values are recognised across the Groijp and are fundamental to the way we operate. We see these Values as key to the way we work with our customers, suppliers, employees and stakeholders in general. Wo wiil nol get everything right all of the tor but we will aim to learn where we make mistakes, and our Board evaluation assists lis in highlighting areas in which smprovemerts can be made.
Understanding our business
Corporate governance does not exist in isolation and cannot be reduced to compliance with checklists and codes.
'n order for trie Board to be able to review strategy, to determine our approach to risk and to respond to events, we need to have a thorough understanding of our businesses.
During the year, the Board visited our operations in Chicago and New York. These visits provided us with an opportunity not only to see our businesses in action, but also to meet our employees and understand their views and opinions on the Group. T! is? viats were rombinsi I will i ii i-dqjtl i presentations from our divisional manager 'lent team;; ci the risks, opportunities, performance, customer propositions and strategic initiatives ot I'lelrtwwnfesses.

In this section Page
Chairman'? report SO
Leadership 52
QfecUvener-x 54
Induction, Dnvclopinent and Evaluation 55
Policies and Compliance 56
Acro^rttsbility 57
Nomination Committer; repon 60
Audit Committee lepnrt 62
Liooid Safety Committer: rupuii 67
50 FirstGroup Annual Report and Accounts 2018
Board and Committee composition
In February 2018, David Robbie was appointed as a Non-Executive Director, succeeding Richard Adam as Chair of ii'e A'JM Oomrmltca and member cf. ihe Remuneration Committee. David has a wpaltii of iiixinaai, acaxmling, strategic ami corpcam hnanco etrxwce and wo look forward to working with him, I would also like io thank Richard on behalf of the Board for hrc coowftniont and rantnburion.
Martha Poulter, whom we haa welcomed to the Board in May 2017, was appointed to the Audit Committee earlier this year.
Finally on 31 May 2018 the Group announced that Tim OToole had stepped down from the Board and his role as Chief Executive with immediate effect. The process to select a new Chief Executive is underway. Until su j i time as a si iccessov is appoWscl, (he Board has ssked me ro perform 'tr-) rate of ixect.tive Chairman. Matthew Gregory has been appointed Interim Cruet Operating. Officer and vv.il also conSnuo his rajponstol-iies as Chief Financial Officer.
Diversity
The composition of our Board includes the variety of skills and competences that are needed to add value to our businesses.
We remain committed to equality of opportunity, diversity and inclusion at every level, both in the Board and across our wider business. Two of our Non-Executive Directors are women, some are from different ethnic backgrounds and one is nominated by the
! IK v/ntfrVirra
We bci;ovc dveise experiences and attitude fielp us better understand the needs of our customers and communities, and deliver
mow creative ar;d innovative rcMioPs.
Remuneration
There continues to be a great deal of focus on D rrctors' • cnxneratra \ »«d tlv way;: ir, disclosed. The Remuneration Committee has ensured that there is a clear line of sight tor management between pay and performance in the areas most valued by our shareholders.
I Risk management
! We continued to adopt a risk-based approach ! in establishing the Group's system of internal I control and in reviewing its effectiveness. I Overall management of risks is vested 1 in the Board, with the Audit Cornmrtlep having delegated authority for reviewing the Group's risk management frariiework.
More detailed information on the
Group's system of internal control and risk nvrnyganisnt can be fou.no in tho Principal risks and uncertainties section on page 34 onwards and in this Corporate governance report.
Engaging with shareholders
Engaging with shareholders and being fully aware of their views to one of the key aspects' of corporate governance. My fellow Directors and I welcome open, meaningful discussion with shareholders, parttcufarty with regard to governance, strategy and remuneration. The Board and management have undertaken a number of activities in this regard during the year, many of which are detaBed in this Annual Report and Accounts.
The Board receives regular reports on investor relations activities and, in particular, on shareholder sentiment and feedback. The Bond continues to believe that ongoing engagement with shareholders and other stakeholders is vital to ensuring their views and perspectives are futfy understood and taken into consideration. This wiH remain a key focus for the Board.
At the Company's forthcoming Annual General Meeting ('AGM'), all Directors who are able to allelic! will Uj available, as usual, to moot with shareholders after the meeting to discuss any issues they may have. I look forward to welcoming as many shareholders as possible to our AGM on 17 jury 2018.
Wolfhart Hauser
Executive Chairman
[ r Schaumburg is•-¦; in a norttrwest Chicago suburb that $isuco3Ssftiy'serve8 several 9chbol
districts^The Bcard toured the location |. in September,20t7: and spent time ih: .: k€tte.rnair^ dispatch ^^nd:o^ei^a«'6fficp3?¦•.;'.> •¦ ,.svV
.^^•it^J^srK^'thB ChaMnrnrv - ' |i|feGh^!5|er^«;and,tHe.(>C'^ ' .-. (j^j€5iployBB^reclw,'b8Vig greeted by t^Br^TOtkpski; the Rrst Student Area rV|G»rj^-^fc«iagw.wid) responsibifrty ;,'.











Compliance with the Code
The Annual Report and Accounts for ¦ the year ended 31 March 2018 have ',. been prepared in accordance with the ¦UK Corporate Governance Code which was issued in April 2016 (the 'Coda') by the Financial Hsprrtinrj Cct-nd anri io avateble to viw.v sx wvvw.fr' ; org uk
The Board therpfcrs co- rftri'-is fro: throughout the year the Company nan rampferi •** the provfeoriti art out in tht: Code .iiw Icrsiwk
expect to do co < i ihe Ar » sa-iI Ftepw: and Accounts for ihe year ending j" March 2c::o.

FirstGroup Annual Report and Accounts 2018

Corporate governance report continued Leadership
The Board provides entrepreneurial.leadership of the Group within a framework of prudent and effective controls for risk assessment and management.
Board visit to Greyhound operations in New York



The role of the Board
The Board is accountable to shareholders for rruinagrg the ComDany irya way which promotes its lent' «irn success lor tho benefit cf the shareholders as a whole. The Board ensures that an appropriate balance between promoting long term growth and delivering short term objectives is achieved.
The Board is primarily responsible for:
determining strategic direction and demonstrating leadership
focusing on matters that consistently add value for shareholders of the Company, both present and future
the governance and stewardship ofthe Group to provide protection and security for the shareholders' asseis
¦ setting tho Group's culture, standards and values, and ensuring that its obligations to shareholders and other stakeholders are understood and met
« determining the nature and extent of the principal risks the Group is willing to take toact i.cvo its strategic objectives
• ensuring that management maintains a system of internal control that provides assurance of effective and efficient operations, internal financial controls and compliance with laws and regulations
Tne Board is the decision-making body tor all matters of such importance as to be rjgnificF'rt; .o Ine Group as & whole because of thei' sirarjg.c, iii mi icii) a repu rational implications or consequences.
Spw.ifii' key r iv>ttr«T> have necn roisoivrio try approval by the Board and these include:
¦ the Group's strategy
« major acquisitions, mergers or disposals
• UK rail franchise bids
« dealings with regulatory authorities on matters of significance
¦ capital and liquidity matters
• medium term plan and annual budget
¦ Boa^d and Committee membership



• financial results, viability statement
snd gcvon lance ¦ the appointment and removal of Directors
and the Company Secretary
Board meetings and visits
The core activities of the Board and its Committees aro carried out In scheduled meetings. Additional ad-hoc meetings and conference calls are arranged to consider matters which require decisions outside the scheduled meetings.
To ensure the Board sees the Group's operations in action, the Directors normally meet at least three times each year at the Group's sites in the UK and North America. This provides senior management from across the Group with the opportunity to present to the Board and its Committees and to meet Directors informally. It also provides the Board with the opportunity to review operational matters on site.
In order to carry out its work, the Board has established a planned programme of agendas to ensure all necessary matters are covered and to allow sufficient time for debate and challenge. The Board also takes time to review past decisions where necessary. At Board meetings, the Directors receive and consider papers and presentations from management on relevant topics and senior executives are regularly invited to attend meetings for specific items. Effective review and decision-makrTg Is supported by providing the Board with high-quality, accurate, dear and timely information including input from advisers 1 where necessary.
I Board meetings aro structured around , divisional updates; strategy; financial and j operational updates, assessment of risks and j how they should be managed and mitigated; j other reporting items for approval, including i UK rail franchise bids; and reports from j Committee Chairs, the Group Employee Director ('GED') and the Company Secretary.
In March.2018, the Board toured )
Greyhound's key passenger sales r ¦ 'locationsInNewYor* Gfty, "the largest.
and most important market in the
United States;'6bs^ing'&^i^nd's:; t '.passenger operations s^ments as jiv*
follows: ¦ ;;i:'?Y"-~\**'h :';<'
¦Vport Authority ofNew *V^"4and'Newi:-' >.jersey, the'largest-terminal^^ ' ' UMed Stattss aixj.lilBfirwir^lBft,^
v-jhafci gafevai^wh^
program to;completety,renovate"trie[-., ¦; ticketing area win grcatty enhance:
::-L:v.th&,Qjstorv^
> BbltBus, o^lNBHng'a1r^:ssnr1r^trorn'
¦ key curbside locations throughout. ¦>';¦¦ New Vc.- driar.majpr cities^}a^/'.,:i^
i^GecageWashingtoniBridge ' - Station; abrand new-,Gr^h^i^;%"<;i :«i locationlaunchedhsS^ftinj^tSOIJir' ^v.j'pfiertrssefvteesjla ¦r5iBpsjbri,--B^more'^ ' A" D.G. Located in i^q^ ^^f^drY-a i ¦ - vibrant area und*e^bjng>apf d growth
and ccmmun^revlta[isatj6n,^the^!- /,. : facility enjerys m^-interfrirxlal and . p,
upscale commercial amenities. - :
The tour demonstrated Greyhound's enrianrxxi pass^er.servcog prnfr'a •iiTNewVork. represfir^tn^ signBiorint.; and exciting oppprtunitfes.for customer growth, sales and passenger ,': satisfaction. v.-,.-:;;.r>



FirstGroup Annual Report and Accounts 2018

/
Division of responsibilities
Tlie Board has agreed a clear division of responsibilities between the Chairman and the Oik-'-N&wSve, arid these 'das, as well as inoce d oilier U-isctors, aivr dearly deluiua .'/;¦ tlwi no si !g!e irniivldiasl nr.? urii'jstrciBfi powers of decision.
Roles and responsibilities Our Chairman
establishes the Group's Values and standards and sots the tone from the top
promotes the interests of the Company
with special regard to planning ana development to secure the Group's future ard sustainable success
¦ promotes the Board, ensuring it functions efficiently and in conformity with the highest standards of corporate governance
ensures Board meetings are effective and open and constructive debate is promoted, the views of all Directors are taken into account and adequate time is available
for oisct ission on nil ;iganda items
ensures that shareholders and the Board receive accurate, timely, clear and high-quality ^formation
chairs the Nomination Committee

ensures effective induction and
dBvslopn icr-t of Directors
ensures the performance of the Board, its Committees and individual Directors are formally evaluated annually, with an externally facilitated evaluation performed at least every three years
. fanHitotno affortkjo pnrl mnstri irflyq
relationships and communications between Non-Executive Directors f NEDs1) and Executive Directors and senior management
ensures effective communication with shareholders and other stakeholders, and that their views are understood by the Board
provides an appropriate balance of support and challenge to the Chief Executive in order to maintain an effective working relationship
Our Chief Executive'
promotes the creation and maintenance of a safe working envrcrwent R"d a safety-focused culture across the Group; he does trie latter by chairing the Executive Safety Committee
• leads the Executive Committee in the day-to-day running of the Group's business
develops the Group's business objectives and strategy, having regard to the interests of shareholders, customers, employees and other stakeholders
« ensures the business of the Group is conducted, and results are delivered, in the right way
« estabishes and maintains an organisational structure that enables the Group's strategy to be implemented effectively
leads communication with shareholders
»ensures at all times that the Company's standards are higher than the legal requirements of the countries in which
we operate
« establishes a strong senior management team which has the knowledge, skifJs, attitude and motivation to achieve the Group's business objectives and strategy, and with appropriate succession planning to ensure that this continues in the future
develops and maintains an effective framework of internal controls and risk management
ensures the Board is kept appraised in
a timely manner of the issues facing the
Group and of events and developments
' as frey1 aflSf? ¦
Our Senior Independent Director
» acts as a point of contact for shareholders and other stakeholders to discuss matters of concern which world not be appropriate through the normal channels of communication with the Chairman, Chief executive or Chief ^inancigl Officer
« acts as a sounding board for the Chairman and serves as an intermediary for tho other Directors when necessary
» meets with the NEDs without the Chairman being present at least annually and leads the Board in the ongoing monitoring and annual performance evaluation ofthe Chairman
deputises for the Chairman, as necessary
Our Non-Executive Directors
The NEDs provide a strong independent element to the Board and a solid foundation for good corporate governance. Although aB ¦ Directors are equalry accountable under the law for the stewardship of the Company's affairs, the NEDs MR a vita! role ft corporate accountability. They have responsibility for constructively challenging the strategies proposed by the Executive Directors, scrutinising the performance of management in achieving agreed goals and objectives, as wefl as playing a leading role in the functioning of the main Board Committees. Between them, the current NEDs have the appropriate balance of skills, experience, knowledge and independent judgement gained through experience in a vanety of business sectors.
Our Group Employee Director
The Board considers that it is extremely beneficial for its employees to be represented on the Board so that employee-related issues are raised directly. The GED provides a two-way communication between the Board and employees. The GED is nominated by the Employee Procters of our UK operating companies at the Ej i lployce Directors' Forum, and serves a maximum of three, three-year terms.
The Committees of the Board
The four principal Committees of the Board are Audit, Boaro Safety, Nomination and Remuneration. Their members are appointed by the Board upon the recommendation of ihe Nomination Committee and merribersho is spread between the NEDs and the GED, drawing on each of their relevant skills and experience. Ca rrrntteo mernbrrs ore expected to attend each Committee meetng, unless there are exceptional circumstances that prevent them from doing so. Only members of the Committees are entitled lo attend their meetings, hut ULrifiis nuy attend at the Committee's discretion.
The Executive Committee
The Executive Committee supports the C ».<' Fven .*» in the dav -lo-titiy rw-rg cf the Group. Its membership is shown on page -''7. it r.'sirn-illy meetsfvwy • >rind i;r. , man response itos a^e:
«to communicate, review and agree on significant issues and actions;
• to help to develop, implement and monitor strategic and operational plans;
, ¦ to consider the continuing applicability, j appropriateness and impact of risks; and
., • to lead the Group's culture and safety ¦' programme, supported by the Executive Safety Committee.
S3
Corporate governance report continued Effectiveness
Effective management and good stewardship of the Group are led by the Board.
Board Committee Chairmanships
O Audit Committee Q Nomination Committee
O Remuneration Committee 0 Board Safety Committee


The attendance of Directors at Board and Committee meetings and the number of meetings attended in the year ended 31 March 2018 are shown below:
Board
Meetings attended

Meetings eligible to attend
Meetings eligible 10 attend
Meetings attended
Meetings attended
Meetings attended
Audit Gommittoe Remuneration Committee Nomination Committee Board Satety Committee
Meetings
eligible to Meetings attend attended
Chairman
Wolfhart Hauser ©
Executive Directors
Tim O'Toole Matthew Gregory


10 10
10
10 10
Non-Executive Directors
Richard Adam' O Warwick Brady Jimmy Groombridge7 Drummond Hall Martha Poulter3 David Robbie' © Imelda Walsh Q Jim Winestock Q

7 10 10 10 10
3 10 10

7 10
9 10|10 10|3 10|10 10|The Board at 31 March 2018 was comprised of the Chairman, two Executive Directors, the GED and six NEDs. The balance of Directors an the Board ensures that no individual or small group of Directors can dominate the decision making process and that the interests of the minority shareholders are protected. Btog'apKes of ail Dueuta > aro ret cut or i pages 46 and 47.
Board independence
It is the Company's policy tnat at least half 'r'O Brad 'jhorJo be iridspfitic'ijrit NEDr.
Tie Board carries out a review of tne independence of its Directors on an annual basis. The Board considers each of its ciir,'w't N"Ds ic m nriH;e:;ci!j"t »• .trsrwrav and judgement. In reaching its determination of 'ndruri:--;!-!';;" "c few hns> corvJ. .rlc:: that each provides objective challenge to management, is willing to stand up and defend their own beliefs and viewpoints in ordor to support the ultimate aims of the Company , tr—ir. ;-w no Ixi&ness Ol rV.'-tjr
Jimmy Groombridge, the GED, is not considered by the Board to be independent
ss he is an employee of one ofthe Gi chip's subsidiaries.
Commitment
All Directors are expected to attend each
Board meeting and each Committee meeting
for which they are members, save for In
exceptional circumstances. To help enable
this, scheduled Board and Committee
meetings are arranged at least a year in
advance to allow Directors to manage other
commitments, If a Director is unable to attend
a meeting, they receive the papers and other
relevant information in advance of the meeting
and have the opportunity to discuss with the
relevant Chair or the Company Secretary any
r utters 'hey -wre* i to reise a'iti to fbJcw u|s
if *rChain nan, Chief Executive and Company Secretary ara aVtwys available co cSsa-as i.:iro'du w to r r'KO'.ings or ot1"'!"' o vi'tii s



with the Directors. Reasons for non-attendance are generally prior business and personal commitments or illness.
The Board is satisfied ihat each of lire NEDs is able to devote sufficient time to the Company's business. NEDs are advised on appointment of the tii ne required to fulfil the role and are asked to confirm that they con make thn required commitment.
During the year, tho Chairman met on several occasions with tne NEDs wtthoji. the Executive Directors present, allowing for more informal discussions on a variety of issues


64 FirstGroup Annual Report and Accounts 2018
Induction, Development and Evaluation



Receiving timely information enables the Directors to discharge their duties on strategic, financial, operational, compliance and governance issues effectively.
Induction and development
On appointment, al new Directors receive a ttW'wrwris.ve an-: striO/M ruu~tion, tailored to their individual requirements, i he biactoft proyfcvrrnc. winch i? ari*»->yed by Company Secretariat, includes visits to the Group's businesses and meetings with senior managers and advisers, as appropriate. The p'ograrvne is disyed to fee State ilwr understanding of the Group, the key drivers of bi rre:is pe> forr fiance, the roto of Board and its Committees, the Company's corporate governance practices and procedures. It also provides them with appropriate training and guidance as to their duties, responsibilities and Estates as a director of a public Imted company. During the year, Martha Poulter, Jimmy Groombridge and David Robbie wore supported oy Company Sectotanat in this regard.
In addition, in order to assist Directors in tho psrfor nance of their duties, there are procedures in place to provide them with appropriate and timely information, including receiving information between meetings regarding Group business developments and frrwnaal ce'fcrmance.
All Directors are provided with training opportunities to ensure they are kept up to
H- i.-n-l;,;^l. rt-auiatr*v and f.r'anr.ifil
dcvclaprnenfs or cnarrges :> Drrectc'ff. deludes attenoance at seminars, forums, conferences and working groups as well as receiving updates on various legal, regulatory and corporate governance matters.
To ensure the Board as a whole remains fully informed of the views of shareholders, the Board receives regular reports on shareholder sentiment at Board meetings.
A1) NEDs can attend shareholder meetings and analyst presentations, and stiarehokjers may meet informally with Directors at trie AGM.
j Evaluation
j The Board undertakes regular evaluations
' of its own performance as well as that of ; ts GcTOWtees pi oviding an opportunity t<; consider ways of identifying greater efficiencies, maximising strengths and highlighting areas for further development.
1 Following internal reviews in 2015/16 and 2016/17, the Board conducted an externally j facilitated review in 2017/18. The results of | the performance evaluation were presented | and discussed at the May 2018 Board meeting i and will be disclosed in the 2018/19 Annual Report and Accounts.
The 2016/17 internal review was led by the Chairman with the support of Company Secretariat. It was carefully structured and pragmatic, designed to bring about a genuine debate on issues that were relevant. ! check on progress against matters identified | in the previous evaluation and assist in i identifying any potential for improvement ; in the Company's processes. It entailed the ; completion of a questionnaire to assess the ; effectiveness of the Board, its Committees | and individual Directors, and the preparation l of a report The question'iasre focused on tl le : oversight responsibilities and effectiveness ' of tie Board, the role of the Chairman and ; Ihoorwiritor' ofthe Committees, tt was
Responsibility
i concluded that the dynamics, culture and ; effectiveness of the Board had improved and 1 that the individual members ofthe Board remained effective in their ability to discharge tieir duties and responsibilities. Each Director I continued to make a valuable contribution i whilst demonstrating commitment to their role
' Artia identified
Chairman
More time to consider : investors' expectations, . succession planning and
people matters
Provision of supporting papers in a timely manner and : presentation less complex
Reinforce the work of tho Board Safety Committee
The Senior Independent Director also led tht; NEDs in evaluating tho porfo-n ranee of the Chairman, with the Chaini isp showing effectiveness in leadership.
Information and support
The Company Secretary and the Deputy Company Secretary, through the Chairman, are responsible for- advising the Board on all governance matters and for ensuring that Board procedures are followed, applicable rules and regulations are complied with and that due account is taken of relevant codes of best practice. Company Secretariat is also responsible for ensuring c&irin vunieatixi flows between tno 6o»'cf ana' its Caurtttoes, and between senior management and NEDs. AS Directoi s have access to tl w advice cf the Company Secretary and. n appropriate circumstances, may obtain independent professional advice at the Company's expense.
Alt Directors receive detailed papers and other relevant information on the business to be conducted at each Board or Canmittee meeting wed ii advance and all Directors have direct access to senior management should they wish to receive additional Information on any of the items" for discussion. The head of each division attends Board meetings on a regular basis to ensure that the Board *
property wormed about Ilia petluimanui
of that division and any issues that it iacos Directors are provided between meetings with relevant information on matters affecting the business. Such updates are carried out by a variety of methods, including conference cals and video conferences of the full Board or
Mm «niiet I tot «cs ackiso' to tro rolling agenda to become standing items
Guidelines and template developed and implemented
Rolling agenda developed
FirstGroup Annual Report and Accounts 2018

Corporate governance report continued Policies and Compliance
between the Chairman and/or the Chief Executive and the NEDs Company Secretariat
a!;/;' ijiWi&m rriynthly SiKinC^i or «'.:;iio u!rr oori:. a-3 wtjl a-; i w-mr, a<>¦¦: updafc-s ¦:« i ff«cvt« *t i»u*s. Ffcwy»id Committee papers are delivcied securely to the Directors using a fully encrypted electronic pa i=\l sj-yien i wi iich a ial fes a (asiBr ai id r: lore secure distribution of information.
Tho Company Secretary is Michael Hanpson, who joined the Group in 2016. Michael is secretary to the Remuneration, Nomination and Executive Committees, and his deputy, Sftana niinota-Vigo, is secretary So the Audit. Board Safety and Executive Safety Committees.
Conflicts of interest
The Directors have a statutory duty under the Companies Act 2006 (the '2006 Act") to avoid situations in which they have or can have a direct or indirect inter ost that ccnUcts cr may conflict with ti ra interests cf tre Cksnoarry. "ih'S duty is in acdrdor i to 'he existing duty tr ial a Director owes to tire Company to disclose to the Board any frfsnsadion or arrangement under consideration by the Company. Tho Company's confSct of intones! prooodures are reflected in thuA/lidu: of Association (the> "Articles'). In line with the 2005 Act, ihe Articles allow the Directors to authorise confiints and ootimtial conflicts of tnferest where appropriate. The decision to authorise a conflict can only be made by i ion-cui ifbcted Directors. Directors do not participate In decisions concerning their own remuneration or interests.
The Company Secretary minutes the consideration of any conflict or ixilomi.il cpntfctofr>tere?4 .tnn atilhorisncra grartatl fry the Board On nr> ongahg bnsis, the Directors inform the Company Secretary of any new, actual cr potential cenf-ct cr'ntersst that may arise or if there are any changes in circumstances that may affect an authorisation previously given. Even when authorisation is given, a Director is not absolved from their duty to promote the success of the Company.
Furthermore, the Articles include provisions
wiino x raitidcntial inVi motion -.\ •¦.n;'i>x p
at Board meetings and availability of Board
papers to protect a Director from breaching
'W' duly if a "or"ic.l of -Merest ;irir,ef>.
'1 -es^oia^iirer'S wi,l O'lk'upijivviiiu:, II
circumstancegfvirKj nse to the potential
¦¦¦Lt-y--- ¦¦ fy» --.r.-ii.-Jv. ;;e-~r>
authorised by the Directors
I The Board considers that the formal ; piccorkji for in-iiisgirig conflicts of interest i currontiy in place have operated effectively during the year under review.
Election and re-election of Directors
Directors are required under the Articles to suomit themselves for election by shareholders at the AGM following their appointment by the Board. Also, in accordance with best practice and the Code, all of our Directors put themselves forward for re-election by shore-roWers yinually.
David Robbie, who was appointed on
9 February 2016, will therefore retire and submit himr-Hlf for election and all other. n»ectr;rs w«l submt themselves foi re-election at the forthcoming AGM.
| Following the formal performance evaluation process, the Chairman is content that all Directors continue to be erffectrve and demonstrate commitment to their role.
Anti-bribery and corruption
The Group has continued to implement its compliance prog amines and specific policies around key legislation (e.g. UK Bribery Act and the Modem Slavery Act), as well as refreshing its programme in response to new legislation and regulation (e.g. the UK Criminal Finances Act). In addition, the Group has developed a new Group-wide Code of Ethics which will be implemented across the operational divisions and support functions during 2018/19. Codeagues in high risk areas have continued to recoivo training and policy communications to support their ongoing awareness of policies upholding our zero tolerance position on bribery and corruption, including on the giving and receipt of appropriate gifts, hospitality or entertainment. The training is supplemented by a dedicated ethics and compliance section on the Group intranet. There is also an externally managed whistleblowing service available across the Group for colleagues, with a helpline (online and phone-based) for the anonymous reporting of inappropriate conduct. Tho anti-bribery steering committee has the primary and day-to-day responsibility to i ensure that our internal control systems and procedures are effective in countering bribery and corruption The Group continues to . develop its effective systems to counter bribery i and corruption, including the introduction of Its i integrated risk and compliance online tool to ' monitor the use and awareness of policies and ; procedures and, to provide management data I on compliance ris*s.
Modem slavery and human trafficking
We continue our zero tolerance approach to slavery and hi imai trafficking, whicn extends to all business dealings and transactions in which we are involved, regardless of location or sector. As part of our contracting processes with suppliers, we include prohibitions against the use cf forced, comp. toy or frafrVtel labour, or anyone held in slavery or servitude, whether adults or children. We have continued to implement our Code of Conduct on Ant: -Slavery and Human Trafficking Prevention and have required our higher risk UK-based suppliers to provide us with a detailed update on their activities to address tho Issue in their supply chains. We have included a section on modem slavery In our new Group Code of Ethics, and have also published our second Modern Slavery and Human TrafT"Ck!ng Statement on our Group websites. The statement sets out the steps we took to address this >ssue during tne previous financial year, and sets goals for the current one. We wiU publish an updated statement for the year ended 31 March 2018 on our Group websites in due course. We remain committed to strengthening our practices in this area, both within our own business and across our supply chains.
Brexit Steering Committee
The Commtttee, which was formed in 2016 to monitor the potential impact of Brexit, met on two occasions during the year and reported to itie Board via the CFO and the Company Secretary, where appropriate.


56 FirstGroup Annual Report and Accounts 2018

Accountability



The Board is responsible for promoting the long term success of the Company for the benefit of shareholders and other stakeholders.
The Board ensures that an appropriate
system nl govcrr'ai ico is m place throughout the Group. To discharge this responsibility, the\>oo'0 has established a frarrxworx for rfjXrriA'Kyjrnt-nt f.rrl :ti*t.;:n~l i:;.-nti;i| w'-klii identifies. >)«tiuates arid Manages tho principal risks associated with the Group's achievement of its business objectives, with a view to safeguarding shareholders' investment and tho Group's assets.
The Board considers the Annual Report and Accounts, taKen as a whole, to be fair, balanced and understandable and provides the necessary information required for shareholders to assess the Company's position and performance, business model and strategy, and that the business continues to operate as a going concern. The co­ordination and review of the Annual Report and Accounts follows a well-established and documented process, which is conducted in parnlle! with the for mat audit process undertaken by the external auditor and the review by the Board and its Committees.
Internal control
The Board is responsible for determining the nature and extent d any sgnfiatnt rioka tl is Group is wilting to take in order to achieve its strategic objectives and for maintaining
souno risk ifidrVJenWill ym.1 mil'! Ml tu l.'J— systems to ensure that an appropriate culture is embedded throughout the Group. The Board has established a Group-wide system of risk management and internal control that ideit'ifiwi-trid enahles inanageriitiH and ins? Board to evaluate and manage the Group's principal risks with a view to safeguarding the Group's stakeholders. This system is bespoke to the Company's partrcufar needs and the risks to which it is exposed and is designed
tr? iT>::irvi.mV. iVJf":; fr\Ti iVn;; ;
Gwo"-} :l 10 Ijvii'ntii.rv1. nl »v'^:rr in uny :>-;r-l'='S of internal control, this system provides robust, but not absolute, assurance against material misstatement or loss. The effectiveness of the Group's system of internal control is regularly reviewed by the Board.
f The Board confirms that throughout the year ended 31 March 2018 and up to the date of approval of this Annual Report and Accounts, i there have been rigorous processes in place to identify, evaluate and manage the principal ; risks faced by the Group, including those | that would threaten its business model, ! future performance, solvency or liquidity in accordance with the Guidance on Risk Management and Internal Control published by the Financial Reporting Council.
To assist in the identification and management ofthe Group's principal risks, the Board has: ¦
established a risk management framework
! ¦ developed a system of regular reports
' from management
i ¦ reserved specific key matters for its decision
i « authorised the Audit Commitlee to
oversee the risk management framework and the effectiveness of the Group's fi'vancial reporting, internal control and assurance systems
established a number of Group-wide procedures, policies and standard's
« set up a framework for reporting matters
of significance
authorised the Board Safety Committee to
\ oversee tne Group'a irait lewm k ul safuly
policies and procedures to manage risk
1 Key elements of the Group's system of
inteniiii control wItc-Ii nave operated ; throughout the year are
« a clearly defined organisation structure
wth estabS&hed responsibilities
« a focused business strategy, thus restricting potential risk exposures
• Group financial, treasury, operating, compliance and administrative policies and procedures which incorporate statements
.';'t-:c.i'i\: nenv'our
« ongoing review of safety, operating
I ,'.i "d l ^""'.''i.^a! i.id''fcri nance of tho I O'tvivs i.'.isinesses
* regular reports to tne Board, Board
r:')'i~y i'x-rr--:te;; and Executive' H'ttev ^or'm :\&t on saMv matters.
¦ monitoring by the Board of a comprehensive reporting system, including monthly results, periodic short term forecasts, annual budgets and a medium term business plan
• well-defined procedures for the assessment, approval, control and monitoring of major investments, with proposals being subject to rigorous strategic, financial and commercial erxamination
» divisions identifying and reviewing their principal risks and controls for monitoring and managing risks, which are reviewed by senior executive management. The updated divisional and Group risk profiles, which are reviewed by the Chief Executive and CFO, are presented to the Executive Committee prior to being assessed by the Audit Committee
an established methodology for ranking the level of risk in each cf its business operations and the principal risk issues associated therewith
implementation of appropriate strategies to deal with principal risks, including careful Internal monitoring and ensuring external specialists are consulted where necessary
• a centrally co-ordinated internal audit programme to verify that policies and
ii fa! i<-J uui itiul iJiucadurej oio being
correctly Implemented and to identify
any i isks at an early stage
¦ reviewing and monitoring the confidential reporting system to allow employees to raise concerns about possible legal, regulatory, financial reporting or any other improprieties
«regular reports to the Audit Committee on the adequacy and efftvlrvwss of infernal controls
» a remuneration policy for executives that motivates them, without delivering excessive benefits or encouraging excessive risk-taking


FirstGroup Annual Report and Accounts 201B 57

Corporate governance *(8pol*oontinuecl
Accountability continued
Twice a year the Board is presented with an i a relate forir.>,roik.si assessment on tnr principal risks facing the Group together with a risk map. I ightigntT-y any ctwtgcs made since the previous update and the reasons for any chanofs. EReviews of internal controls within operating units by internal audit have sometimes highlighted control weaknesses, which are discussed with management and, where appropriate, the Audit Committee, and remedial action plans are agreed. Action plans are monitored by internal audit and, in some cases, follow up visits to the operating entity are conducted until such time as the controls that have been put in place are working effectively. No material losses, contingencies or uncertainties that would require disclosure in the Annual Report and Accounts have been identified during the year by this process.
The Board, in conjunction with management, continually reviews and develops the internal control environment. No significant internal control failings were identified during '.he ysar. Where any gaps are idai itiiied processes ate put in place to address them ana these are continually monitored.
The process is designed to provide assurance by way of cumulative assessment. It is a risk-based approach.
Internal audit
Internal audit advises management on the extent to which systems of internal control are adequate and effective to manage business risk, safeguard the Group's resources, and ensure compliance with the Group's policies and legal and regulatory requirements as well as advising on ways in which areas of risk can be addressed It provides objective assurance on risk and controls to senior management, the Audit Committee and the Board. Internal audit's work is focused on the Group's principal risks. The mandate and programme of work of the internal audit department is considered and approved by the Audit Committee. Based on the approved internal audil plan, a number of internal audits took place across ttie Group's divisions to facilitate improvement of the Group's internal controls
operational management and to the Audit Committee. Internal audit follows up on the
| implementation of recommendations and i reports on progress to senior management j and to the Audit Committee.
i The Group Director of Assurance reports I regularly to the Chair of the Audit Committee | and attends each Audit Committee meeting I lo nresert tl* :n'ernnl control findings from : the»irernal audits pedbr med. Tl ie Audit i Committee reviews and discusses the ! effectiveness of internal audits on an annual | basis with the Group Director of Assurance. ! This is done by the review of the internal audit plan of work for the year and monitoring progress against the plan and actions identified by internal audit. The Group Director of Assurance meets with the Audit Committee every time the Committee meets, without management present.
Financial and business reporting
In its reporting to shareholders the Board recognises its responsibility to present a fair, balanced and understandable assessment : of the Group's position and prospects. This | responsibility encompasses all published : information including, but not limited to: the i year aid and half-yearly financial statements; regulatory news announcements; and other public Information.
The quality of the Company's reporting is ensured by having in place procedures for
the review of information by management. There are also strict procedures determining who has authority to release Information. A r-'.atorr.en; of 1he Directors' responsibilities for preparing trie financial statements can be Iouki on page 'J5.
Tne Group adepts a financial reporting and information system that complies with generally accepted accounting practice. The Group Finance Manual details the Group's accounting policies and procedures with which subsidiaries
! must comply. Budgets are prepared by
I subsidiary company management which are
j then consolidated into divisional budgets.
j These are subject to review by both senior management and the Executive Directors
1 followed by formal approval by the Board.
, Regular forecast updates are completed 'f.ji 'iio tho yosr and cnnpa-icd against actions required. Each subsidiary unit prepares a monthly report of operating performance with
¦ a commentary on variances against budget and the prior year, which is reviewed by senior
: management. Similar reports are prepared at
: a Group level. Key performance indicators, U/i; f; arret*o;;Su>i; participate in strategic reviews, which include .r'K' " s ;•' I;.! c: trvrr-1: 1 "i'i f.\v.v:U:ri'; and tho evaluation of business alternatives.
Treasury operations
The Board has set a policy for the management of the risks from treasury operations and this is set out in more detail ^ noto ?-t to Iho consoEtUitod financ-al statements. A Group Treasury Policy has been formulated and adopted to ensure compiance with best practice and to control and monitor effectively the risks attendant upon treasury
and banking operations. In addition, the treasury committee approves decisions regarding fuel, foreign exchange and other matters reserved for its decision.
Tax strategy
We believe we have a responsibility to manage our tax affairs In a way that sustainabty benefits the customers and communities that we serve. Wo also have a responsibility to shareholders to ensure we pay the right amount of tax and ensure compliance with the tax rules in each country in which we operate. Our Tax Strategy was approved by the Board in March 2018 and is available on our website. The Board receives regular updates on taxation matters through the Audit Committee.
Payments policy
We recognise the importance of good supplier relationships to the overall success of our business. We manage dealings with suppliers in a fair, consistent and transparent manner and the Group has controls in place to ensure thai all payments are made within Die appropriate credit timeframe. The average credit period taken for trade purchases is 29 days (2017:32 days).
Relations with shareholders
The Board welcomes the opportunity to openly and purposefully engage with shareholders and it recognises the importance of a continuing effective dialogue, whether with institutional shareholders, private or employee shareholders. The Board takes responsibility for ensuring that such dialogue takes place. The Chief Executive and CFO are closely Involved in Investor relations, and the Group Corporate Services Director has day-to-day responsibility for such matters. Feedback Iron shareholders and the financial mark-.-:* is prcvidfcd ?.: scheduled Board meetings ai '(J at other times, as appropriate.
The Executive Directors are available, through the Group Corporate Services Director, to discuss the concerns of major shareholders at any time during the year and the Chairman is , available to discuss governance and strategy 1 with major shareholders The Senior Independent Director is available to discuss matters of concern that would not be
appropriate through normal channels of
. communication, including issues relating to
Fir3tGroup Annual Report and Accounts 2018

the Chan nan's porfcrn-.w^. NcivF^a^. rsvo Directors make themselves available to attend meetings with shareholders in order to develop an understanding of their views.
The Company responds as necessary to requests from individual shareholders on a wide range of Issues. There is regular dialogue with key institutional shareholders, fund managers and sell-side analysts to discuss strategy, frtancal and opi/atmg •ennance throughout the Group General presentations to .sharehiildors 31 id ti x, wida financial community are made by the Executive Directors following the announcement of trading updates and half and full year results.
Investors are kept informed of key business activities, decisions, appointments and other key announcements on an ongoing basis via the regulatory news service and press releases. The Group's website (www. first(;ro!Jpr?lc.comj curtains all of this information, together with financial reports, presentations and other information on the Group's operations.
Annual General Meeting
The Notice of AGM is circulated to all shareholders at least 20 working days prior to such mooting. AS shareholders are invited to attend the AGM where there s m opportunity for individual shareholders to question-the Chairman and, through him, trie Chairs of the pr.ncipal Boat! Conrrfitees. After the AGM, shareholders can meet informally with the Directors.
At the 2017 AGM, the Chairman provided shareholders with a brief summary of the
Company's acrtrvitioo for tho proviouo yoar,
All resolutions at the 20' 7 AGM wrre voter) on by way of a noi The procBdure for voting on a pell folkwsi best p'actice and allows the Company to count all votes, rather tt~aniust those cf .1 e slMiehcMfrfS attending trie meeting.
: As recommended by the Code, all rccdutons proposed at the 2017 AGM , were- voted separately ai id the vetting results, : which included all votes cast for, against i and ffose withheld, together with all prox.es i lodged prior to the meeting, were announced i to the London Stock Exchange and made available on the Company's websito as soon as practicable after the meeting. As in previous ' years, the Form of Proxy clearly advised that i a vote withheld is not a vote in law and is not ; used in calculating the votes for or against i a resolution.
i This year's AGM will be held at 1.30pm . on Tuesday 17 Jury 201S at the Aberdeen j Exhibition and Conference Centre, j exhibit on Avenue, Bridge of Don, Aberdeen, i AB23 8BL Details of the meeting venue and i the resolutions to be proposed, together with ! explanatory notes, are set out In the Notice of i AGM which accompanies the Annual Report I and Accounts. A summary of the business I carried out at the AGM wit be published on i the Company's website.
Board visit to First Transit operation in^Chicago Midway Airport

. Tte-Bcard'syisrtto^
:*' included a iouVof Rrsttransit's iviicjway;;.^-j
• . operation; The jkir^OMW^^'Wasfeiii ¦': ¦to provide the^
- this operation and to discuss major iff .S-'i •^initiatives and the division's forks'on- ? :f i-M
bestpracticos. •:\';-i"*rV:r''''.-:."'r. ' v-*Thb'bpefalbri-i8 : Officer,- Beverly £&i^s^eS^&v?
toured the operation which, during i -;,. ,¦ 2017/18, had transported 1.87 miUon ' . customer safr^and/eliab^ "Midway Ihternatibriial ftrport 'anO-^s^p.; :" nearby cbnsofidateffreritalear:facilff£S:>«; "\ that is shared by ten n^m^ps-Mp''i '"' car agencies.'1!: ¦(':-'".> 3-;->;V ';-y;r5.i>/cv
: Tt ieupurallui \.was ujuudly,, ^>T^-y~ .-, c»r^ratulated Ijy theBc^-fcf|si ^ji butstandingsafety performance'off >i
••• 7oio:accidenii;ycar^6'dai62Wi;.|i .-.Iheiroommitmeh- iocfe Rafe.V.j:












FirstGroup Annual Report and Accounts 2018

Corporate governance report continued Nomination Committee report

u
The Committee ensures that the right people with the right range of skills and experience are on the Board.
Role and; responsibilities r » Regular review of the s1ructure,: size s.', and composition (including skills, ' ; ¦ -experience, independence, , , : v | knowledge and diversity) of the Board I and recommendationifor change : ¦ '
\i " Identification andI nomination of
] candidates to fill Board vacancies, ,
| including that of the Senior
j Independent Director
i • » Regular review of membership
I,, of the Soo'rcl Cammiltea;; aiid ¦ ¦ ¦
[ recommendation for change-'
< * Ensuring that Board and executive leadership skills are fully aligned to the Company's long term strategy
¦ • Oversight of succession planning for
Directors and other senrorexecutives v
• Assessing the time commitment of < candidates to Board positions . ; V.
* "¦ • Recommendation of re-appointment. ¦ ! of any Non-Executive Director at -
¦ tne'coriausionof.Ic&ispecified . '. -
| ;-,-,teim of office -:...............;.
' • Recommendation of appointment
S ';¦ of ihb Croup ti"npl;jyae,Directoi',:.; ;
. upiVi nomination by-the Employee; .
i ¦: ¦ ¦ •>Directors' Forum.: :¦; ¦' ¦„,
Recommendation of re-election by ;
::;.: shareholders of any Director.; ;-¦ j.-.
¦ : • ? Formal reporting to the Board, V i
'•"' performance evaluation and terms ¦;.
of icfersice-:, . .:
; The full terms of reference of the v > -: -Committee can be found on thei ] Company's website.
The Committee is primarily responsible for leading the process for appointments to the Board and reviewing the comporftJon ol She Cornni! tees.
In terms of how the Committee operates, if a n rat ter were to concern the Committee i Chair, then he would leave the meeting and the Senior Independent Director would instead take tho Chair. The Chief Executive attends meetings of the Committee upon invitation. Committee members take no part in any discussions concerning their own membership of tha Board or anporitmeiM a?, a Chair of a Committee, but ar e involved in the recommendations on Committee membership changes. The General Counsel & Company Secretary acts as the Committee Secretary.
Activities during the year
During tho year, the Committee kept under review the balance of skills, experience, independence, knowledge and diversity (including gender), on the Board to ensure the orderly evolution ofthe membership nf tht; Board and its Committees. In identifying and nominating candidates for approval by the Board, the Committee tried to ensure that the right people with the right range of skills and experience are on the Board and in senior management positions in the coming years.
Recruitment of Non-Executive Directors
When considering the recruitment of a new Director, the Committee adopts a formal, rigorous and transparent procedure with due regard to divers ty. Prior to making an appointment, the Committee evaluates the balance of skills, knowledge, independence, experience and diversity on the Board and, in light of this evaluation, prepares a full description cf the role and capabilities required. In identifying suitable candidates, the Committee:

Membership and operation
Meetings attended
Commitlee member Wolffian Hauser (Chair) Drumrnond Hall
: Imolc'a Walsh
Jim Winoslook
Olher
Committees/Holes
Company Chairman
Senior Independent Director
Remuneration Committee
Chair of Remuneration Committee
Board Safety Committee
Chair of Board Safety Committee
Audit Committoo

Independent
Yes, on appointment
Yes
Yos
Yes
60 FirstGroup Annuel Report and Accounts 2018

• uses open advertising or the services of external advisers to facilitate the search • considers candidates from different genders and a wide range of backgrounds • considers candidates on merit and against objective criteria ensuring that appointees have sufficient time to devote to the position, in fight of other potential significant positions « engages from time to time with the Group's marry snarc-frdders on Mu» e skiil= reaun foments arid expe-ierxein respect (f potent'af csniiidstos Where the Committee appoints external advisers to facilitate the search, it ensures that the firm selected has signed up lo Ihe relevant industry codes (for example, on diversity) and has no connection with the Company. The appointments of Martha Poulter and Jimmy Groombridge took place during this financial year but'wo reported cn ".hess- in last year's annus! i sport. Richard Adam announced he was stepping down in September 2017. The Committee then began a comprehensive and rigorous search, vv'th a candidate profile and position specification drawn up. JCA Group, a gfobri executive search f"m with no other connection with the Company, was engaged to assist with the selection process and conducted searches to Identify suitable, qualified canorciares. A number of interviews and meetings were held with shortlisted candidates. The appointment of David Robbie was then recommended to the Board for approval as he fully met the criteria required. David ioinod the Board on 2 February 2018 means that the Board benefits (ran a d.verse range of competencies, perspectives and thoughts, which provides a dynamic environment for decision making. Whilst the Board at 31 March 2018 is below its target of 25% female representation at 20%, It remains committed to achieving that goal as soon as practicable. The Board remains of the opinion that appointments should be made on merit and relevant experience, against the critca identified by tha Committee, future appointments to the Board must also complement the balance of skills the Board already possesses. The Board recognises the need to create the conditions that foster talent and encourage more women and people from diverse backgrounds to achieve their full potential in tl icir careers in the Group. The Board also welcomes the recommendations ofthe Hampton-Alexander and Parker reports. In that sense, as part of an overall approach to MR management, a framework has teen ueveloped which includes an Equality, Diversity and Inclusion Policy as well as practical training materials and support for line managers to promote its communication across the Group. Further details on the Group's approach to diversity are set out in Ihe Corporate responsibility section on page 27. Looking ahead to 2018/19 In the coming year, we will continue to monitor the needs of the Board and its Committees, with tho aim of ensuring the Group's succession planning policy is aligned to, anu evolves to meet, the ongoing business C f Summary of Committee Activities during the year > May 2017 ; • Jimrry Groorribridge - recommendation - for appointment >¦'» ! Martha Poultur.-Ve^ ¦¦ for appointment ) November 2017; Internal performance evaluation - review . : ot results " ; ¦'¦ - Terms of reference annual review ) December 2017 , Cotnmittee composition review ) January 2017 Board composition review Martha Poulter joins Audit Committee ) February 2018 . Governance •
and was appointed to chair the Audit Committee. Later in the year, David joined the Remuneration Committee, upon the Committee's recommendation. Diversity The Committee and the Board consider diversity as an important factor when reviewing the composition of the Boards. Tnt- Comrnittei; vxws d'vw&'ty r its tv,dc-sense, including gender, length of tenure and nation;-!!*,. The Board consists of Directors with a wide range of skills and business experience drawn from a number of industries, which is vital for bringing both the expertise required and to enable different perspectives to bo brought Furthermore, the Board comprises a range of objectives ana strategic goais or me uroup. We will also continue with the process to select a new Chief Executive following the departure ofTimO'Toole on 31 May 2018. . c David Robbie - recommervJation for appointment ) March 2018 David Robbie joins Remuneration Committee -
nationalities, which bring cultural diversity as
well as different geographical experiences and ; viewpoints The combination of these factors '

FirstGroup Annual Report and Accounts 2018 G1
Corporate governance report continued Audit Committee report



li
I am pleased to present my first report as Chair of the Audit Committee. This Committee acts independently of management to ensure that the interests of shareholders are properly protected in relation to financial reporting, internal control and risk management.
Role and responsibilities
¦ Monitor and challenge ihe integrity
o: th? financial si;, tementsof th-; iii a iff i 'a!' yu-iiv result;;
« Review and challenge the actions
and Judgei nervs cf i n^sgement .
!;?kmg into ecrcunt the views ot '¦'.
!'• •••yijmal'• iitor / .;:'"."¦'
» Review the Company'sInternal ' controls, including financial controls and risk management systems /
Approve the internal audit plan and ¦ monitor tho rote and effectiveness of the iiiicnal audit function
Oversee tho Company's relations! lip ¦.: with the external auditor; including:,
»independence and expertise
• engagement terms and fees '. » effectiveness of the audit process ;
• annual audit plan scope and output : • policy on the provision of :
non audit services. , ...
...» appointment, re-appointment, ,
dismissal or resignation of the -
external auditor ": y;* n-.^.:
¦ review of plans regarding * v ;" mandatory competitive ,; ;; ; : tendprirlg pirjctss-' ' ¦ .:
j ¦ Reporting formally to the Board, ; t performance evaluation and terms
r, ¦'ofreference.; ¦'.
i The full terms of reference of ¦;
tho Gc.rrmiUe(; c-in to found .
on'hfl Company's ^v;bsw.:;., ;v.
Davrc) BcfcKe has recent and reinwvt!!«>.inn.The Group Chairman, the Chief Executive, the cro, ii 10 General Counsel & Con ,pany Secretary, the Director of Finance, the Group Director of Assurance, the Group Financial Controller and Deloitte LLP (Deloitte) are normally invited to attend Committee meetings, as well as other members of the Board. The Deputy Company Secretary acts as Commitlee Secretary.
At the end of each meeting, the Committee meets with the external auditor and the Group Director of Assurance, without management present, to discuss any matters relating to their remit and any matters arising from external and internal audits. These discussions help shape thought processes and decision making, and promote a more rounded view of the Grouo.
Activities during the year
During the year, the Committee has continued to devote significant lime to reviewing the integrity nf trie Group's finan-ia! statements, induing the significant financial reporting judgements, as well as reviewing internal controls, and the effectiveness of both internet and exit* rial audit. The table on page 63 provides further information on the year's activities.
Looking ahead to 2018/19
In addition to its routine business, the Committee has tho following focus areas
forZOia/iQ:
¦ Plan for the tender of the external audit service
» Further develop the structure and effectiveness of the risk management
:-:y:.!f?iri and (¦'•:>".••";
Indopendont
Yes Yes Yes
Membership and operation
David Robbie (Cha'ri Warwick Biady Mar tha Pou.tor' Jim Winestock
Meetings Other Committee member attended Committees/Roles
Remuneration Committee
Chair of Board Safety Committee Yes Nomination Committee
CMvto rtr>bi»« wys ajHx*v.ed on 2 February 2018 Mrntlia Pouhei nwiod Ihe Committee in January 2018
FirstGroup Annual Report and Accounts 2018

Summary of Committee activities during the year
May Sop Nov Mar
The Committee- * 2017 2017 2017 2013
Financial Reporting
revrswed: v. Croup's final rsui h~lfy;v.riy ff:,jult';: «*is-i.*ved'Jic; i^inifcant accounting polcies, principal estimates and accounting judgements used in their preparation, the transparency and clarity of disclosures
within litem. ,a>d co-VDlMnce with financial rfipcfiriy standards any ycivemaricn.
reviewed the matters which informed the Board's assessment that it was appropriate to prepare accounts
on a going concern basis
reviewed the process for assessing the long term viability of the Company
received rq.-crts 'ion' manEirjiancrll r-ir'd Colonicon aooxiiuing; !;naiical leportng regulation and Q ©
taxation .ssues
revio-Afxl inputs trom Deloitte on its a.iriit in respect "flhf> final and I laff-yearfy results prior to then! being O ©
approved by the Board
reviewed and assessed the process by which the Annual Report and Accounts, taken as a whole, was fair, Q
balanced and understandable and provided the information necessary for shareholders to assess the
Company's position and performance, business model and strategy
Internal control, risk management and Internal audit
reviewed the structure and effectiveness of the Group's system of risk management and Internal control and 9 the disclosures made in the Annual Report and Accounts on this matter
reviewed the Group's risk management activities undertaken by the divisions and at Group level in order to
identify, measure and assess the Group's principal nsks and review the risk appetite statement, developed
by management, for recommendation to the Boara
reviewed the effectiveness of the Group's risk management framework, and reports arising from the risk 9
management process
approved the annual internal audit plan and reviewed reports from the internal audit department relating ® O
lo control matters, monitored progress ngrfrisi (Ik iiilt.rnai audit plan and any deviations to the plan weiR aurefiri
monitored and assessed the Group's insurance arrangements • ®
considered reports from the General Counsel & Company Secretary on litigation matters O ©
External audit
approved the terms of engagement of Deioitte. the fees paid to it and the scope of work carried out by it • O
performed an annual review of the policies on the independence and objectivity of Deloitte, the use of 9 Deloitte for non-audit services and the employment of former employees of Deloitte
.IUI.JJ.I.I I inu j u.ii li mi -i .»r „., nnn -1 ^-'vlfr. in--p.-,p< r-r lhr. r«u» « is finanr-ijl y^ar
assessed the objectivity ai id ii dependence of Deloitte •
receved /opens on the findings of Sefrwro ui .ring the! ri;-:l/- yearly icv:ovv and annual audit, raid reviewed trie S ®
recommendations made to management by Deloitte ana management's responses
reviewed the external audit plan _ O
reviewed letters of representation to Deioitte • @
recommended the re-appointment of Deloitte _ ©
Other matters
reviewed its terms of reference and the results of its performance evaluation, including effectiveness ©
KVftiwr','. isvi- H r'i .IvMrvrrl 3'iJ rvrt:.yCi*'"»l ° ' <*i««3*s tt 'ma'>o;J, op.-rmtion.-i risk © © © ©
management, legal and corporate governance matters ¦
iCOCivfiC rcpui 'i'.ri tl .-. Cvof .iVo 'option .';if'.::;" on ';\t\. • irry © © ©
rrv/ttva. t.-'Ui ch tuntX' . r,: !•:;: .v."' !';rit'.r! v ;::'//Hov.m j .sysic-nr anrlthr; mocoss for tho & 6 O &
investigation of such matters, ensuring that tne arrangements in place were appropriate for employees
V EO.'ii, ¦¦ ;>.-' ;ui !•¦•¦¦¦ ilk¦ -J i ".iai'"--, ci'Kl' m|jir:;viKes





FirstGroup Annual Report and Accounts, 2018

Corporate governance report coritinued Audit Committee report continued
Auditor independence
and objectivity
The independence of the external auditor iv e;sS'^ol to tho ciwiS'cri of an onydv-a opinion on the true and fair view presented in tho fhrroal statements. The extivivil nudncr's independence and objectivity are safeguarded by a number of control measures:
limiting the nature ot non-audit services performed by the external auditor
placing restrictions on the employment by the Group of certain employees of the external auditor
» monitoring the changes in legislation
related to auditor objsclrV.y find independence to help ensure the
'¦ Company romans compliant
providing a confidential helpline that employees can use to report any concerns, including those rotating to the relationship between Group employees and the external suditrr
»the rotation ofthe lead auditor partner
a'ter five years
»independent reporting lines from the
external audita-to the Comniitleo and tho opportunity to moot the Committee independently
an annual review by the Committee of
the policy in place to ensure the oLijoctivty and Independence of the external auditor
is mahtained
Internal control and
risk management
During the year, the Committee reviewed the requirements of the Code in relation to the assessment and reporting of longer term viability, risk management and internal control. The Committee assessed the Group's risk management methodology, which is used to identify and manage the principal risks, as well as the reporting and categorisation of Group risks. The Committee also reviewed the process for assessing Ihe principal risks that could threaten the Company's business model, future performance, solvency or liquidity in order to make the long term viability statement on page 44 and considered the approoriate period for which tho Company was viable i\f;y oxlTiruti x- i '• irs ftnd management actions were discussed as well as reports on the outcomes of internal audit planned activities The operation and effectiveness of lite internal audit function were also reviewed, including its focus, plans and resources Tho Committee monitored the progress of action plans to ensure ihey were coiTipletea satisfactorily.
i h^ Cui r.pfj ry's; ixiLclr-s an fii -.nnoal lisk : management, including the Company's : exposure to liquidity risk, credit risk and cprirj"1. mprkftt-baseo r'iks inciuriing foreign exchange rates, interest rates and fuet prices, can be found in note 24 to the consolidated ! '".rvrcral tsUitements.
j Assessing the effectiveness
: of the external audit process
j During 2017/18, the effectiveness of the ; external audit process was reviewed by ! trta Conrritlc? nnri th* findings reported I fc Bos'C. ~- he 'eview involved an initial ! assessment of the delivery and performance i of the external auditor against the external i audit plan for the year. An annual assessment was then carried out by the Committee, taking into account the results of questtonnaires completed by each ofthe divisions and Group management functions. These questionnaires i covered a variety of topics including:
: «the audit partners and team
' »the planning and execution of the audit approach
¦ insights and added value provided by the audit process
Feedback from the annual assessment was shared with the external auditor so that any areas for improvement could be followed up. The Committee concluded that the external j audit process was effective.
Having reviewed the independence, j oDjontwity and pertoi nance of Ihe | ewer!-'?.! auditor, tl ie Audit Committee has j recommended to the Board that Deloitte | t>s . e-appointed. Ordinary resolutions ' re-appointing Deloitte as auditor and : authorising the Directors to sot their i remuneration will be proposed at the ' >Qi8AGVi.
: External audit tendering
The current external auditor, Deloitte, was
' uiinort-id in i9Vf'i fcliovvng a full tendering : ivc:a>ii: .i ¦¦<;.-.'. •.•.!•¦••!¦.-•.•:>•:!•.);•.•;.!•;•.->« , review of Delorite's performance every year ; since its appointment. The Committee, which ' rr.ivaino i;r->.: w>Ui rJfJf>i!r.»'s performance, believes thai consistency of approach in the audit is of particular importance as the Group i re;-,a-¦ ¦ s ¦¦¦1 :i i"«c' -:o |.:;t>si"rin. It: e,-r isir-n tlie Committee's intention to put the external audit out to tender during the lead audit partner's 'ivi-Vvii:' :.':nui-:. wU s d>,e to "ixpiie et the conclusion of tho 2010/20 audit. This means that the externa: audit will be put out to tender in 2019 so trial the process is completed iv1, .;::r~.,:-:,-!'¦'"'!::¦'.i iVXruci--!.
EU and t reform legislate! i and the {.statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014.
The lead audit partner is Mark Mullins.
Audit information
f he Directors who held o'fice at 51 May 2018 confirm that so far as they each are aware, there Is no relevant audit information (being information needed by the auditor in connection with preparing their audit report), of which trie Company's auditor is unaware, and each of the Directors has taken all the steps that they ought reasonably to have taken as a Director in order to make themselves aware cf any relevant audit ^nforrrntloi-i and tu establish that the Company's auditor is aware of that information.
i his confin nation is given and shrxW be interpreted in accordance with the provisions of section 418 of the 2006 Act.
Committee effectiveness review
The effectiveness of the Committee was evaluated during the year as part of the Board evaluation process. Further details can be found on page 55. The review found that the Committee was operating effectively and its role and remit remained appropriate for the current needs of the business. In order to identify opportunities for further improvement, members discuss how the Committee is functioning in the private sessions that follow each meeting.
Significant issues
The externa! audit process identifies significant issues and accounting estimates and judgements which are reviewed by the Committee, These are summarised in the table on page 65. Management prepared papers and analysis on the significant issues and judgements which were discussed in Committee meetings during the year. The Committee also discussed these issues with the external auditor at the half year and year end. A3 ihe son K'-nt isrues were areae of focus for the external auditor as detailed in the auditor's report on page 157.

FirstGroup Annual Report and Accounts 2018
How the Audit Committee addressed these issues
Carrying 1
rVaiv.vw.
) value of
judgement during (he
- hrs.-;
¦;Sh
First Student and Greyhound goodwill and intangible assets
impairment testing process
in' jtK'.lKii I III": 'J.'O'A'ttl
The Committee has considered and chal!e:iged the inputs for tha impairment test model The cash flow (omcttste »mw boon revived ritongss* pust Cfirfrvr nance arvf ccTOlfrvf operational changes to the business. The discount rate has been benchmarkeo to externally available data. The long term growth rate assumptions have been applied in line with both market data and tne macroeconomic environment in the UK and North America. Sensitivities ;c ire modr! iiioutshavr! i.i?cn tc:tert ky rcsswiaHwr*. rimrpwy! ;tezh SowsrMiwiiitcd hy trie-rivniori os reve-rd I incta' these revised projectbns, the calculated value in use of the division resulted in a £277.3m shortfall to (ne carrying value of assets (20V/: £36C.4rrr surplus). Following the review of management's recommendation and projections, the Committee concluded that there should be an impairment charge of £277.3m on the Greyhound cash-generating unit. Further detail on '!!ip:'am «i"!l testing is provided in notus 4 and 11 in the ccnu:Wat*a ftwncial statetiict^.
North America self-insurance provisions
Provisions are measured at management's best estimate of the likely settlement of all known indaents. A valuation of tfie expense required to setlfe (he obligation and, where applicable, tne discount rate s nwjd to rxicuhk; t'i;< xpotKd sol ifcrr ier
As reported elsewhere, there have been adverse developments on a small number of aged insurance claims in North America which mainly relate to the 2014/15 srd ;f2'5,'16 frwrwol years. Tin; TipaGi of these adverse developments was a charge of £32.7m comprising First Student £13.4m, Rrst Transit £15.8m and Greyhound £3.5m.
Pensions
fho Group oartiop;'.!r?:;. in a "Unix" nf uciinnri benefit pension wanes. ManagenW exorcises significant wdrtjinrn! wfcsn ifc'«rri'vtg the assumptions used to value the pension liabilities as these am materst? scw»!*s to oranges in K« underlying assumptions.
Revenue recognition
Estimates are made on an ongoing basis when determining the reccverability of amounts due and the carrying value of related assets and liabilities arising from franchises and long term service contracts. In addition, revenue recorded may be subject to manual arijiiEirrifciilio rtitlnot ;>¦•: !••• !••¦•.; and valuation of revenue recognised, e.g. due to timing of travel or where amounts are unbilled at a period end.

The Committee nas reviewed the provision arid considered ihe assumptions used to rsSmWutw S.-hBty. Mnpendent actuarial export actons on tho arlriquacy of ihe prov;s;n:'s against such liabilities is sought on a regular basis and the discount rate has been benchmarked against external data The Committee agreed with management's view not to charge the items .vAitinr) to tha aoV&nw di.wJoprrrnrtts ;n criming St agisted opor.jteirj ritofit lor the Morlh American divisions in order to avoid distorting year-on-year comparisons for these businesses. The Csmnitttxi aatsUcrct} 8iiss!giiificaryissueatii!smci.iingnrii^2Cia Fiiitticr detail on the CMUtwtons used m determining tho value is provider! n tKfe 4 in ihe consolidated fjianoal statements.



Management has engaged with external experts ana1 the Committee has considered the assumptions used for estimating the liability. Sensitivity analysis has been performed on the i«y ossurnpaons discount and inflation rates. The nverat liability has also been assessed lor reesoivMiWiss. Further dotal on pensions is pnjvid<.d in note 36 in the coneofdated financial statements.

The Committee has reviewed the revenue recognition policies. These policies and their application are in line with accounting standards. Regular forecasts are compiled on the outcome of these types of franchises and contracts to assess the reasonableness of the assumptions applied. Further detail on revenue recognition rs provided in note 2 in the const'SdaiBd fmui icia! statements.
Going Concern and Viability
The Group regularly prepares an assessment detailing
r. mil, ihln mrm irr-ni- tr, qi ippryl thn fining rnrrrtn
assumption and the viability statements

The Committee reviewed management's funding forecasts and sensitivity analysis and the impact of various possible adverse scenarios. Following the review, which the Committee carried
out at its meeting in May 2MB, the Rail franchises profitability
The Committee regularty reviews projected trading for
al rsil ii;v :"¦ -'i-su';?: '"it iwim i;*:-,!;;!*' over the respective franchise term.

I ho '.V)inn'it!t;a otins*Jaed tiro profitability o! ia) franchises al various n«etrn)s uuiiny the frarr'al v.;«i X' d in May 5018 toftched the corwlusic'i that, with the exception of TPf, r-'l roJifi'mchiv.;! r-imrraxl piotitacfa for the <> irat'w ot tf«resprxtfvo t'urtchue lorn'is ; irtiirr ¦:;.-:?.'"! on \rffiintteesprotfcibfity i'U;ii>vrJ.;-j in rioted oriel 20 m Ine Monscfdata'. i'i': .:v :<\ iav.nrY™-ls
TPE onerous contract provision
''•'••• .•; ':.!» 'it | -l P "> • iUVS-ill^i f.i"-TU:,"l 'JI'I-.V.-M1.
2023 and considered whether the TPC. franchise was onerous arid if an onerous contract provision should be recorded.


Non-GAAP measures
The Committee regularly revwws ferns which management consider appropnate to adjust for in

ih- ¦',r.-iM "Jii^; "or'?..--..'.s I'niMi.!!;- : ;vi i> ¦ iyi.iti 'aiiltv i;iw>^0i>;3i:: ir>v>;ni.ivr;ri:i;vi(i iho ris'.uinivior'sare I.-,-r eamomiu ana olher exogenous factors as well as changes in timetables, capacity and roliirg slock. Based on these projections the Committee reviewed management's judgement that the most probable outcome was an onerous contract, as weli as management's recommendation ot the onerous contract provision charge to the income statement of £106 3m. Further detail on 1 ¦ i .-• ii'v'fc' "i note and i;6in : iKVinpzx! ?n.jo-t tKtenients.

Tlv; Committeii considered the treatment of the adjus.ing items as set out in note 4 to the


FirstGroup Annual Report and Accounts 2018 65
Corporate governance report continued Audit Committee report continued



Policy on the provision of non-audit services
' no CoiTr>'itKe's oclcy cn 'hs icr- of ll-© ox!eT!-jl ;u.wiiCf for • «j ¦ audit services -ncludes ihe identiteticn of non audit sotviccp tl -at nay ue provided, those prohibited, and a process through which other non-audit services may be provided. The policy requires that non-audit services of the wdoinyi autfioi will only boused whwo OieGrcm-jeriefcrs n a ccsti-'slfcAbve marner and '.ho cxternd aud'tor maintains tha necesso'ydwjiee of independence and objectivity.
Twice a year the Committee is also provided with a report on all non-audit assignments awarded to the external auditor and a breakdown of non-audit fees incurred. Details of amounts paid to the external auditor for audit and non-audit sen/ices for the year ended 31 March 2018
ae set out m nolo 6 to Iho cansdiArtsre! firvn icvii staterits.
The policy, which was reviewed by the Committee in March 2018, is summarised below:
Fees for other services':
Fee categories Non permitted
Examples of other services

Projects that are not to be performod by the external auditor because they would represent a threat to the independence of the audit team



Tax, payroll, HR, legal, valuation and actuarial services
Management or decision-making consultancy
Bookkeeping and prriparirtq accounting records and financial statements
Internal control or risk management procedures,
i Itori'Sl Plirjit outsourcing services
Gorpcpft. fr-aiicd, restructuring or transaction
Permitted non-audit services
Projects or engagements where the external auditor is best placed to perform the work due to their network and knowledge of the business or experience and market leadership ¦ in a particular area
Formalities relating to shareholder circulars and other regulatory reports
Professional training
Other permitted
non-audit
services
Projects or
engagements
which are not I covered under ; any of fiie other ! categories but i where the external j auditor is best i placed to ; \ niradn tlrom

Due diligence i rdatcd to MSA
i Consultations and | audits regarding ; acquisitions and i i lisposals, financial ! accounting and I reporting standards
i Investment circular : reporting accountant i engagements
i Frrptoyaa benefit ; plans, fT security ! and sustarhability ' audits
' Reports required
by rciwlato's
Statutory and audit related services
Projects or engagements where the external auditor is best placed to perform tho work as it is clearly audit related



Review of half-yearty and other interim
financial information
Advice on correct accounting treatment of proposed transactions
Reporting on regulatory returns

Roles and responsibilities
CFO

Audit Committee

Approval needed before work starts

Approval needed
il: rirviGiiK hkcly lo cost more than £75,000
Consider if

Pro-approved as pan of tho approval of the annual audit fee

Negotiation arid recommendation
Review and approval



66 FirstGroup Annual Report and Accounts 2016
Corporate governance report continued Board Safety Committee report
^vrv^sr**™.'?*^ ' ! The Committee meets at least three times per
^^^^^^^^fiK^&i i year and the Deputy Company Secretary acts •¦• .,.- iii-^-,.. ..: • v ¦; ^(-^^gesecretary, It's supported by
i the Fxeacve Safety Coinmifee, wlrch is | chaired by the Chief Executive, and meets . j I every two months.
Safety Governance
The overall structure of BrstGroup's safety governance represents a balance between delegated decision making to the operating company and relaining strategic direction, oversight and challenge from the Board.
Our approach to safety governance is characterised by.
• the Committee overseeing material safety
matters and risks across the Group, as
we'i as revrewnc, ts'tiets n respect of
satctypalorrtiBnca;
management of the relevant operating company having primary responsbility for the dcsiun and i npk^nefitatlon of an oftoctrvn safety inaragernen: syotsm, and accountability fa safety rjerfiorrirence; and
the safety function providing advice directly and tiYough a series of networks across
the Group.
Summary of Committee activities during the year
^ May 2017 V*H^ ':' ' ^7 Safety targets review and approval, of . performance objectives. .-;;¦¦ Annual review c-f terms/of reference
In May 2017, we ccimmissioned an independent review of safety to Arthur D Little. We report further on the outcome of that review on page 2G. We arc; pleased that the initial findings demonstrate that FirstGroup lias robust and mature safety governance and management arrangements.
in the Corporate responsibility auultui i.
Looking ahead to 2018/19
We are grateful for the Rail Accident Investigation Branch fRAIBJ's recommendations for iniprovements to the tram system in Croydon and across the UK. Tram Operations Limited has learned from the RAiB's analysis aru -tRovf »->-vM 'pvinvvf. .! will continue to wrjtknc-J.vy:*cu supi*"tand elo-TqsUe ; il In foi; w trw • iAiUi'f, ro^in-rnaiuaii: ns era to make further improvements
I For more information on the Group's approach i to safety and actjvities in the year, see page 26
HeviewOfltlHGluupli. safely L—
- managenx^'framework and oommission ¦¦' of independent'assurance review;
6 November 2017
" Performance evaluation review of results Rrst Bus safety presentatio'rvto better, understand the divisions safety risk exposures and challenges and the actions being taken to address these
January 2018
Review of new technologies and its impact on safety initiatives Review of RAIB report on Croydon tram incident
Membership and operation
Meetings
Commitlso rnernber
0 At every meeting
T Safety performance of the Group, I divisions and operating companies
jimWinestock (Chair)
Jimmy Gioombridge' IrnekiaWash
Key safely initiatives Be Safe programme Roports from ttio Executive Safety Committue
Q Ad hoc
I Lessons learnt and steps ta*en following:.;/ -aril"
Role and responsibilities
'• Keep underreS^^ihe development tf aid rtjalnteraweiuf ailraroworkpf
.pcSdes'and starSrds.^^ •'. Jsaftfy.risteandfe ... . 'Gipup!9acllvt^;:?^>^|.' xJ-j!^-; . •¦ Assess theimp^of;j«ferty .decistons ;".". ¦¦: ;and actions.te^.t^.tlreGfci^.pnlts .,
¦ 'reputation; employees and other:', --•
stakehoiders;/. v "~lS'.-lcicL,-
¦ Monitor and ass^.Wcornrnrtm^
and behaviour of rranagj^rtt towards ' 's^y-relrjted'risks, <"'. -' i,; vj ¦''
|:teview safety pc>^iaiK« and . ' significant safety iriciderits, considering -the key causes thereof and ensuring '•, ¦, actions are taken and communications
¦ made by management to prevent,: -: srnHar'iricirWtsoccum^ «
• Make proposals to the Remuneration ; Ccntmte
perforrriance objectives for Executive ; r^ectors andcertain a^'n?areger8^;
; v. Reviewthefexiings ¦¦¦ cxterral reports on the Group's ••
¦¦."¦safety; assassingany strat^ias^; .: : .'¦'.i -and scion plans deveiope^.byiv,^: - ;; fiis'iiagerfiei it .r» response to issues;-. *.
' ' raised arid* where ^appropriate,,v ;,,¦_; \- making'r^xmrnerpibors to.the.7:.:<;„ v-.-'jVEcard«}siiciinie>Ua
fhe'full terms of reference of trie V -. tv a^rttpe,can be fcrund on the *;'¦? ¦
' C^pany'swebsite , J^r.^/ v¦

We will also continue with the roll out of the 3e Safe programme in GWR and SWR. Be Safe is a highly valuable ir^estment that ia already cr«nging borravnas and culture, buildhg on established compliance with safety management systems, processes, procedures and practices to achieve the goal of zero harm.
Proactive steps are being taken across the Group in training, technology and management to ensure the safely of customers, employees and third parties. Safety is always front of mind but wo must accelerate our progress toward aeiiwMig/eiolMnu
Independent Yos
No Yes
FirstGroup Annual Report and Accounts 201B
Directors' remuneration report
Statement by the Chair of the Remuneration Committee
The context of this year's results has framed the Committee's decisions and outcomes for our current and future remuneration framework.
! Dear Shareholder
I
I am pleased to present the Directors' refTuncraticn t for the f ianc si yriar end.-;;-! Vnrch .:0t8.
Overview
The Group delivered stable aajusted earnings ai id sustanod cash generation this yew and furih';r .-¦trwiyttisnMl its i.vii;iri(,u sheet Irtrcuyh the bono refinancing and continued deleveraging. However, this year's results fell short of our ambitions and we are disappointed that we did not inakc tl iii' progress wo had intended. Tfts context has framed the decisions and outcomes for our a»arvl future renKmeration and these are set out in this summary and also throughout the report.
The Company's current Directors' Remuneration Policy (the 'Policy') was approved by shareholders at tne AGM in 2015 (92.82% voted in favour). This report includes the proposed Policy, which will be subject to , shareholder approval at the 2018 AGM. I I his State-i'rent and the Annual report on remuneration will be subject to an acfvrsory vote at the 2018 AGM.
The Committee aims to ensure that the Policy provides a gooo (ran lework for incentivising Executive Directors and senior manages to drive tho performance
. a* the Group for the long term benefit ot
;¦ shareholders and to enable the Company to recruit competitively. In 2015 we introduced a number of best practice features which continue to remain relevant. Overall, we view the current Policy as b osdly fit for purpose and, as a result, the proposed changes are relatively minor. The proposed changes, along wit' i the supper &*g rationale, aro covered
j later iri i :iy Stalcnie it and ii i ii io remainder
i o<'his rconn.
You will have read the recent announcement that Tim O'Toole, our Chief Executive for over seven years, stepped down from his position on the Board and as Chief Executive on 31 May 2018. The Board is grateful to Tim for Ins contribution and leadership since 2010. Full details of Tin's termination arrangements will be included in next year's report and win also be fully disclosed, in the normal way, when confirmed.
Our approach to remuneration
The key principles underpinning the Committee's approach to executive remuneration are:
» Alignment with strategy and
business objectives
Rewarding performance
Performance-biased framework
Competitive remuneration
» Simplicity and transparency
Alignment with strategy
®ruoui our a
The Executive Directors and senior management are specifically incentivised to achieve the Group's strategy and business objectives, which are as follows:
Focused and dlscipjned bidding in
contract businesses
©Driving growth through attractive commercial prepositions in our passenger revenue businesses
©Continuous improvement In operating and financial performance
©Prudent investment in our fleets, systems and people
Maintaining responsible partnerships
\§J with our customers and communities
The Board believes that the ongoing achievement of these strategic objectives will deliver strong long term financial and shareholder value on a sustainable basis.





In this section Page j
Statement by tho Chair of the
Remuneration Committee 68 ,
Remuneration at a glance 71
Remuneration policy 72 '
Annual report on remuneration 81
FirstGroup Annual Report and Accounts 2018

Business performance
As reported in the main body of this report, although some progress has been made, including strong cash generation, our overall results fell short of our ambitions. Our largest division First Student was broadly starjfe but did not achieve the target level of business retention planned and continues to face driver labour cost ii-(lat.on cl ufenges due to tre shortage of drivers in some regions First Bus took an encouraging step forward in its margin improvement plans, but this was offset by the cost cnallenges experienced by First Transit in the first half and by Greyhound's inability to overcome the structural shift taking place in its long haul markets, as ultra tow cost airlines significantly incensed caoadty. We have' therefore updated our view of the carrying value of the division's goodwill and other assets in light of these issues, impairing them by a total of $387.3m or E277.3m accordingly. In First Rail, although our GWR and SWR rail franchises have operational challenges to cwercomo, both are ui afitacte and are adding value to the Group. However, our TPE franchise was loss-makii ig, and we have taken U is decision to provide fo; forecast lossas of up to f. !06.3rn over the remaining life of the contract. Finally, both UK and US weather conditions in the final quarter created operational challenges with a consequent Impact on performance.
' he fii iar ical tai gels try our Fxeaitivn Directors under ihe Executive Annual Bonus Ran (EABP) are based on revenue, adjusted operating profit and cash flow. In 5017/18 revenue was £6,398.4m, an increase of
VI I"'. Iv li Lilian tin, I .^v-IiI.t fry,'-, iho
new SWR franchise: and the 53rd wet* ;Road businesses only) a'e excluded and on 3 constant currency bas-s, tr*o increase was 1%.
Adjusted oyurmiCi profit was* i!31 /.Or n. a decrease of 6.5% compared with 2017 but on a cor,ST3nt currency eaas -i-id 's«*jr!ang SW: i and the 'xjid wo.V<, *hs ryp^svia a reduction or K.; 4V I -lowovcr. net cash tow increased substantially to £199.0m, which nritiiio.d SW:i start 'if ir.ro- cosh So-a/s ol DHS-ij-o.
The EABP also includes personal objectives 3i ,cf ricn-fincr-Jsi' measures nAtto-ip fo : -;iui oi;":ri::-.- -,.ii: \n:t;o-: ,vi:-:',rc. measured at divisional level and averaged to provide a Group outturn.
| As noted in my overview, although progress \ has been made in a number of areas^we j believe we have not yet reached our full ;' potential and results in some areas have I been fiisaf'pui'iting. AsaComrvittee we are
I cognisant of the way in which business and
! share price performance are aligned and our ; decisions in respect of executive remuneration are framed accordingly,
2017/18 performance
and reward decisions
In light of the overall challenges faced by the business during the year, Matthew Gregory, Chef Financial Officer ((TO), advised tho Committee that he did not wish to be considered for a salary increase with effect from 1 April 2018. The Committee welcomed and supported this position. However, with the dsiparlure of tl ie Chief Executive, and 'he i additional responsibilities that Matthew will ) take on, the Committee win be considering a temporary increase m Matthew's salary for trie period of time in which he takes up his additional responsibilities as Interim Chief Operating Officer.
As noted above, the Committee considered the outcome of the 2017/18 EABP in the context of broader business performance
ai id shareholder experience, i-ollowing careful consideration and discussion with Tim OTooto. tha Committee determined that-no bonus should be awarded to him in respect of 21) 17--18
Separately, the Committee considered each
element of ihe EABP against the financial and
CFO.
II ton -friar ic'al la'gots for Matthew Gregory as
The Committee concluded that in lig
i light
I of the shunfe-l! «yair>s; target in adjusted ' opo\ivi :<:i iirodt, altlxiiyh Giioup revenue had increased, no bonus would be awarded in respect of this element. However, a strong ' cash flow por/ormanco hari wren delivered, ! which resulted in maximum vesting under this ! element and partial vesting achieved ofthe ; safety and customer satisfaction measures.
Ti -rr- fir-rj eiwt/'u cf iho KAT)!J rwad v«s individual performance. Out of a potential
wa-dor; Matthew
\Overall, the Committee determined that the EABP award for Matthew Gregory will be E146.882, which is 22.3% of the total bonus opportunity. In line with the existing Policy, 50% of the award will be paid in cash and 50% deferred into shares
The vesting of the 2015 LTIP award was subject to two performance measures: 50% ROCE and 50% relative TSR. Neither of these measures was achieved and therefore the 2015 LTIP lapsed.
Pay across the Group
The Group is committed to offering an attractive reward package for employees
at a'! ievds. li > addition to competitive base salaries, we offer a wide range of benefits to employees and their families, tailored to local markets, further in'brmation is included in this report on page 91.
We published our-first Gender Pay Gap Report in April 2G18. Our median gender pay gap is -9.1%. This means that women's median hourly pay is 9.1% higher than men's.
FirstGroup is one of the few UK companies to have a Group Employee Drectcr (GED), who'S invitee to attend meetings of the Committee. We w3! work closely with our GED, Jimmy Grocmbridge, as we consider the additional reporting requirements and wider remit of the Committee.
Non-Executive Directors' ('NED') fees
Following a review of the NEDs' fees by the Chairman and the Executive Directors, the fees were Increased from £55,000to £58,000 p.a. with effect from 1 August 2017. At the
same time, tne senior raepenoeni usecror fee and the fee for the Board Safety Committee Chair were increased from £10,000 p.a. to £12,000 p.a. bringing these into line with tho Audit and Remuneration Committee Chairs' fees, which were not increased. No further increase is anticipated during 2018, other than tho introduction of an allowance for intercontinental travel which is described on page 80.




FirstGroup Annual Report and Accounts 2018 69

Directors' remuneration report continued Statement by the Chair of the Remuneration Committee
Chairman's fee
following a review of the Charman's fee, this was inaeased from £280,000 p.a. to £295,000 p.a. with effect from 1 December 2017.
With Wolfhart Hauser now stepping up to the position of Executive Chairman, the Committee will be considering a temporary increase to his tees io reflect the additional tme commi'mant and this will be disclosed in the normal manner in due course.
Governance
The Committee actively monitors developments in corporate governance and the guidelines produced by shareholders and their representative bodies to ensure that we remain aligned with best practice.
2018 Policy review
The Committee undertook a full review of the Policy during the year. Full dotaHs of the changes and the new Policy are set out later in this report. Whilst the overall condus'on was that the Policy remained broadly rit for purpose the following changes are proposed:
Threshold vesting under tho LTIP will be set a: 20% of tha maximum for future LTIP awards. Previously the Policy aljowed for 25% of the maximum to vest at threshold. Tins was reduced to 20% of the maximum in respect of the 2017 LTIP following shareholder consultation and the Committee has determined that this should now be formalised as part of the Policy.
The ability to award NEDs a fee when undertaking intercontinental travel is being introduced to reflect the significant time required when travelling long distances on Company business. This supoorts the NEDs m the effective performance
of !heir roles.
• Tho maximum pension opportunity for newly apDOinted Executive Directors will ba set at up to 20% of base-salary. Previously the Policy explicitly set the pension allowance to be equal to 20% of salary. This- change prcwdHr; future flexibility and brings the approach to pension contributions into line with nun-;;/! practice.
i 2018/19 Performance and Reward
The Committee considers that the existing EABP framework, weightings and measures continue to be an appropriate short term incentive. Ihe Committee has, however, determined that in order for the Group revenue airmen' to be awarded. Group aifjiisttxf operating or oft ".'js: excoec'ts , threshold target. Targets in respect ofthe : 20 58 EABP will retool ihe busnesa context | and challenges as well as tne overall business plan for addressing these at both divisional and Group level.
Likewise, following a review during the year, the- Con ,iviitt,;e believes ti >at the LTIP framework remains appropriate. However, in light of ihe Corrpany's oertan nance and also the bid activity, the Committee has determined that additional time is needed before the most appropriate targets can be determined and the 2018 LTIP awards can be marie. I! is tho C-cmmittee's expectation that targets and measures for the 2018 LTIP award will be no less demanding than those . operated in respect of the 2017 award and that the three measures will remain TSR, EPS and ROCE. When the 2018 LTIP is awarded, details of the associated targets and measures will be fully disclosed.
Looking ahead
For the coming year, it is anticioated that the ; Committee will focus on the following areas:
« supporting the recruitment of a new Chief Executive
¦ supporting the Group's business objectives and strategic goals
' ¦ ensuring compliance with new regulatory
requirements, including the new UK ! Corporate Governance Code and the i widening of the remit of the Committee
| ¦ ensuring that remuneration arrangements : are designed to promote tho long term i success of the Company and reward performance, whilst maintaining a
p'td':n; npiX'.voh ccsl and re : ask to SKbu&i t-ss
I Shareholder engagement
! The Committee is committed to an open I and transparent dialogue with shareholders on the issue cf executive remuneration and considers these engagements vital lo ensu'e its remuneration strategy continues to bis aligned with the long term interests of FirstGroup's shareholders. We recogntso that the performance of the Company can be further improved but in relation to incentive outcomes, both annual and long term incentive have, in recent years, reflected business performance and the Committee tias exercised downward discretion where warranted.
We look forward to your support for this year's report and the new Policy at the forthcoming AGM.
Finally, I am grateful to my colleagues on the Committee and those who support our work.
Imelda Walsh
Chair, Remuneration Committee








70 FirstGroup Annual neport and Accounts 2018
Directors' remuneration report continued Remuneration at a glance
Policy element
Base salary from 1 April 2018 % increase from prior year Pension



Annual bonus (EABP) Annual bonus metrics



Payment for threshold performance Deferred bonus plan
2017/18 bonus outturn (% maximum potential)
LTIP
LTIP metrics'
Payment for threshold performance Malus and clawback
Tim O'Toole (Chief Executive)
£845,625

I'ajUW t5U-«.;tl; wmxion ' vi, p'OV.V:»xj 1/50ti' S'Xjv*' frf t'jch 'I'.:;" o! stavK'i; up to j fixed earnings cap of £140,705. For earnings above this cap. ¦¦ n &r-c\wncc» oi W.i c" o:sc salary is; paid. 11k; Otto tvri ].;Ci~!:hi a'lynycuisd dOSCC! tt) accrual with effect from 5 April 2018.
Up to 120% of base salary
Aof .stel i!f»c;iUi i;5 prcfi' ?4M4
.Revenue (20%) Cash ficiyfiOSv! Safety (7.5%)
Customer satisfaction (7.5%) Individual performance (10%)
0%
50% of annual bonus is deferred for three years
il i ! TrstOilOl ll> Si WO*
Matthew Gregory (Chief Financial Officer)
£437,000

Allowance ot 20% ot base salary, of which at least CiO.CCX)is 1.13'd into the Company's defined contribution pension plan


Up to 150% of base salary
AdjusU.-d operating crotit (-15%) Revenue (20%) Cash flow (10%) Safety (7.5%)
Customer satisfaction (7.5%) Individual performance (10%)
0%
50% of annual bonus is deferred for three years
in FirstQoup .shares
175% of base salary
22.3
Dividends on vested awards
Shareholding requirement
Shareholding as at year end2
Shareholding requirement to be achieved by:
Participants are eligible to receive dividends on vested awards
200% of base salary 150% of base salary
1^253,522(144% of base salary) 16 July 2020
Prior io 2017,1TIP —¦" *vp-were amended to ensuie they remain appropriate Awards granted in November 2017 are subject to the new performance metrics. Further detail on mis is availaDie on pago 85.
Includes vested but unexercised awards.
2016717
Non-executive fees1
Chairman'
Non-Executive Director (NED) and Group Employee Director (GEO)' Additional fees
Senior independent Director (SID)3 Audit Committee Chair Remuneration Committee Chair Board Safety Committee (BSC) Chair'
£280,000 £55,000
£12,000 £10,000
£12,000 £12,000
£12,000 £12,000
£12,000 £10,000
t Further detail on fee changes is provided on page 91.
The Chairman's he wns revtr^weo and increased with uffect from J Deojrnbsr Mrt f
The NED and Gr'Dfeus and tne additional lees for Ihe SID and the Chair ol rte BSC wweiovtfiwou and increased in Angus! 201/





FirstGroup Annual Report and Accounts 2018

Directors' remuneration report continued




Remuneration policy
This part of the Directors' remuneration report sets out the Remuneration Policy for the Company, which has been prepared in accordance
with to;- Lwoe arid iVedktn-fijed Comix* an:: Circupi ;Aa,ou:fo ,i->j Repots) iAmr-.TjriVsr-.t) Ra^jUiens 2013, and taking ,-wccurft
o: 'i'e p:ii!cipfei of tht i;K Ooroorao Ge^nwia; Ccoc ;ti'e 'Oocio'i ":;c '.' abo tc&es sgrvficant account of guidelines issued by
;| it; i; iv/'sviifirt Assoctaton ISS a -.a oihe stweholder codrr-s. when sci\r-^i the rcmjnaatior framework and seek1? !o mswitain an active arici • v:>;hiri-.-i ialcViiie wit?' .-vi'sslors on ds^oprnents in f ie remuneration aspects of ¦\ai;v; K> governance gciwutily and any changes to the Company's executive pay arrangements in particular. The new Remuneration Policy win be put to a binding shareholder vote at the AGM on 11 Jury 2016* id, subject tf rcce-ving mrw^iy ihorei 'oWor support. ,t w* jdk ate from the date of approval it is intended tha; the Remureration Policy will remain applicable for tho three years following approval. Information on how tne Company intends to implement the new Remuneration Policy for tho cu rcnt financial year is cPt ouj th) oughout the Annual reoci t o-: re-ixneraWon from page S i onwards. Details of tho performance conditions, measures and weightings for grants made in the year will also be set out in the Annual report on remuneration.
Summary of proposed changes to the Remuneration Policy
Following a review by the Committee, the summary below sets out the minor changes we are proposing to make to the Remuneration Policy, . subject to shareholder approval at the 2018 AGM:
Previous element
LTIP ';;: ".^f T/'r:''¦':):. ^ I NEDs - intercontinental travel I Pension }'¦'/:.
Previous policy
V V V
Threshold vesting up to ?b% Not applicable .... Maximum opportunity of 20% of
of th: - ••"ixi:i:;,r-r :. ¦ ¦ ¦¦¦¦ vbaaj salary. . ; ; :;" .,

Change to policy
Threshold vesting up to 20%
OUfV; ITB*iiTlLirn.
NEDs may receive an allowance in tho
event they'are required to iindertave \ Intercontinental travel for the purpose of . attending Soard'cr Coninriitlec meetings oi at^'Mif;: ",:
Rationale for change
wtaximu'm .Tpcoriuf'tttybfup to: 20% of, base salary

20% threshold vesting approach adopted following shareholder consultation for the 2017.1 OP now corifirrned as the *.iture policy approach
Supports NEDs in tho effective
p~'Krm-"no9 of tfu-iriotes, indud"-;} addition;;! tbio cor'»raiment vvi:t«i required to i:TBrings pensions into line with developing market practice












FirstGroup Annual Report and Accounts 2018
Remuneration policy for Executive Directors
Purpose and link to strategy
Operation
Salary "
To attract and maintain high-calibre executives with the attributes, skills and experience required to deliver the Grouc's strategy.

Typically reviewed annually, effective from l April.
Any increases take account of:
Company and individual performance and experience
role and responsibilities
market positioning
¦ external indicators, such as inflation and market conditions
pay irwreases of Group employees
No recovery or
withholding applies.

Salary increases (in percentage of salary terms) for Executive Directors win normally be within the range of those for Group employees. Where tho Committee consldeis it necessary or appropriate, larger ,i ureases inay 6t awa-ded in individual circumstances, such as a char k;u in icope or responstoSty.
The Cor'-mAtee has Die flexibility to set the salary of a new hire at a discount to the market level initially and to realign it over tire following yfarsas the individual pans experience in the role. In exceptional circumstances, the Committee may agree to pay above market levels to secure or retain an individual who is considered by thn Corrm (tne to possess significant and relevant experience that is critical to the delivery of the Company's strategy.

Benefits
Provide market competitive benefits to assist in attracting and retaining executives and to support them in the pei 'ormance of tneir roles.
A range of ber lefils r i By bo provided including, but not limited to, provision of company car (or cash equivalent), private medical insurance, fife assurance, tong term disability insurance, general employee benefits and t'avel and related expenses.
The Committee retains the discretion to offer additional. benefits as apjxopriate, such as assistance with relocation, tax era lalisatinn and overseas fax
advisory foes.
No recovery or
with! iddii'in annfics.
Bsrrefits are riot generally expected to be a stgnrtteant perl ofthe remuneration package in tinancal iorns.
1 he ocs! or hennfits is not pra-deterrnined, reflecting tno need to allow for normal increases associated with the provision
of hi ir'niiis














FirstGroup Annual Report and Accounts 2018
Directors' remuneration report continued
Purpose and link to strategy
Pension benefits
Allows executives to build long ten savings for their retirement, ensures the total remuneration package is competitive and aids rolerrnon.
Operation

Payment may be made into a pension scheme or delivered as a cash allowance.
No recovery or
wnH'dding applies.
Maximum opportunity

Executive Directors employed after April 2011 receive a pension allowance of up to 20% of base salary.
tn the event of further changes to the pension tax regime adversely affecting individuals' pension b« refits a kJ/w the Groups pension arrangements, the Committee may amend 'Sis per -son benefits available, bi it only on a basis which would not cost the Company materially more than the Executive Director's current arrangements in terms of percentage of base pay.

Annual bonus
To focus on the delivery of annual goals, to strive for superior performance and to acnleve specific targets which support the strategy.
Deferred share element encourages retention and provides a link between the bonus and share price growth.
Bonuses are awarded annually under the Executive Annual Bonus Ran (EABP).
At least half the bonus awarded n 1 any year will be dnferred into shares, normally for a period of three years.
The EABP is reviewed annually to ensure performance measures and targets are appropriate and support the strategy.
An amount of up to 25% of the maximum may be payable for threshold performance.
The Committee has discretion to permit a dividend equivalent amount to accrue on shares which vest under the EABP.
The rules of the EABP contain malus and clawback provisions to take account of exceptional anil adverse circumstances.
Cash bonus payments can be clawed back up to the third anniversary of payment and deferred share awards can be scaled back before they vest.
For existing Executive Directors
Maximumbonus opportunity is 150% for the C'rvef financial Officer.

For newly recruited Executive Directors including Chief Executive
Maximum bonus opportunity will be
150% of base salary.
The bonus Is based on a combination of financial, operational and individual metrics, which the Committee may review from time to time. The precise allocation between financial and non-financial metrics (as well as weightings within these metrics), wSl depend on the strategic focus of the Company from year to year. At least half of any avvard will be subject to financial measures1.
Vesting of deferred shares is dependent on continued employment or good
leaver stati is,
The Committee retains the discretion, acting fairly and reasonably, to alter the bonus outcome In Tight of the underlying performance of the Company, taking account of any factors it considers relevant. The Committee will consult with i najor investors before any exercise of its discretion to increase the bonus outcome.
^•i (>>tnr.











74 FirstGroup Annual Report and Accounts 2018
Purpose and link
to strategy Operation
Long-Term Incentive Plan (LTIP)
Incentivisesthe execution of strategy, and drives long term value creation and alignment with longer term returns to shareholders.
Awards under the LTIP ate rights to receive conditional shares or nil-cost options over shares, subject to continued employment and performance conditions.
An amount of up to 20% of tire maximum may be payable for threshold performance, with maximum vesting being equal to '00% of any award Trade.
Shares which vest under the LTIP aro subject fo «n iidliiional holding period of two years following the three-year performance period. Shares may bs sc*i m cater to satis'y lax or other relevant (abilities as a result of a t awa a vest*ig.
The Committee has discretion to permit a dividend equivalent amount to accrue on shares which vest under the LTIP.
The rules of the LTIP contain malus and cfawback provisions
to take account of excepiioi ial and adverse circumstances.
LTIP awards can be scaled back before vesting. Where awards have vcsti-id, tlvy may­be clawed back up to the fifth anniversary of grant.
For existing Executive Directors
Normal award policy is set at a maximum opportunity of 175% of base salary for the Chief financial Officer.

For newly recruited Executive Directors including Chief Executive
Maximum award opportunity will be 200% of base salary for a newty recruited Chief Executive and 175% of base salary for other newly recruited Executive Directors.
In exceptional circumstances, awards
of i ip to 300% of base salary may be marie, such as to aid recruitment.
LTIP awards will be subject to the achiwernont of a combination of stretching targets designed tc inccntivise performance in support of the Group's strategy and business objectives, measured over a three-year performance period. The Committee determines the measures, their relative weightings and targets prior to each award.
The Committee retains the discretion, acting fairly and reasonably, to alter the LTIP vesting outcome In light of the underlying performance of the Company during the performance period, taking account of any factors it considers relevant. The Committee will consult with major shareholders before any exercise of its discretion to Increase the LTIP vesting outcome.





















FirstGroup Annual Report and Accounts 2018
Directors' remuneration report continued





Purpose and link to strategy
All-Employee Share Plans
To encourage all employees to make a long term investment in the Company's shares in a tax-of'iacn* way.
Opportunity to participate in &»ve As You Earn (SAVE) ai id !!;e Share Incentive Plan (known as Buy As You Earn or 8AYE) on the same terms as other eligible employees.
No recovery or wfthhclcaic apples.
The maximum participation level is
ir awda/ ia-. wilh: JMRC Iii; iits.
Shareholding Guidelines
To ensure that Executive Directors' interests are aligned with those of shareholders over a longer term time period.
The Chief Executive is expected to hold shares eqiivatent in vabo to a minimum of 200% of base salary and other Executive Directors 150% of base salary within a five-year period from the later of their date of appointment or tha initial approval of and, if appropriate, subsequent aiTiendments to, this remuneration policy.
Executive Directors are further required to retain at least 75% of the shares, net of tax, vesting under a Group share incentive plan or otherwise acquire shares in tha Company until the shareholding guideline is met. The Committee reserves the right to relax or waive the application of the guidelines where it believes it is justified by tiie circumstances.

EABP and Long-Term Incentive Plan
The Committee operates within its policy at all times. It will also operate the EABP and LTIP according to the niles of each respective plan
and rcrisisteitly witti normal market practice and lh<; Usling i'lules, nidudinv: fk ability in anumbei of areas. How 0 re CommrUee w9 reran flexibility indudes:
when to mate awards and payments
how to determine the size of an award, a payment, or when and how mucn of an award should vest
who receives an award or payment

how to deal with a change of control, restnjcturing or any other corporate event of the Group
whether an Executive Director or senior manager is a good/bad leaver for incentive plan purposes and what proportion of awards vest, if any, nr thr» limn o- lewng or ai the original v«. :;hng d«ce(s;
how and whether an award or its performance conditions may be adjusted in cer tain circumstances (e.g. change of accounting policy)
the choice of (and adjustment of) performance measures, weightings ana targets for each incentive plan from year to year in accordance with the remuneration policy set out above and the rules of each plan
¦ amending plan niles in accordance with their terms.
Any use of the above discretions would, where relevant, be explained in the Annual report on remuneration and may, as appropriate, be the subject of consultation with the Company's major shareholders.





FirstGroup Annual Report and Accounts 20t6
Setting performance
measures and targets
In determining the levels of executive reward, the Committee places considerable emphasis on ensuring a strong and demonstrable Ink between actual remuneration received and
trie de-liva y of FirstGrcuc's strategic plans.
The measures and weightings used under the EABP are selected annually to reflect trie Group's key strategic initiatives for the year and reflect both ffnanctel and ncn francU objectivDS. The targets for the EABP are set by reference to tl va Company's strategy aro internal budgets as wefl as the external context, such as market forecasts. The? apprcvich seeks :o ensure that tho targets are acoropriafely challengjrg.
The LTIP provides a focus on delivering .superior returns to shareholders by provraino rewards for longer term growth and shareholder return outperformance. The Committee reviews annually whether the performance measures, weightings and calibration of targets remain aopropTRte and .sufficiently chaSa'ig'ng taking into account the Company's strategic objectives and shareholder interests.
All-employee share plans awards are not subject to performance conditions in line with the treatment ot such awards for aD employees and in accordance with 1>te applicable tax legislation
Group employee considerations
In setting the remuneration of the Executive Directors, the Committee takes into account the overall approach to rewarding employees in the Group. FirstGroup operates in a
in irni-inr of m*Tout a diverse range of roles across the UK and US. Alt employees, ii during Directors, are paid oy reference to thn ninrtot rate and base salary levels are reviewed regularty. Whe" coi istcwrrng salary it tcrcasos for Executive Directors, the Committee pays cto?n attention to pay at -0 employment conditions across the wider workforce.
The key difference between Executive
LVeotor rerniinO'V.kn tnu othiir employee j :.; that. ovw.li . 'lie '";i rt mercitkm policy for Executive Directors is more heavly weighted towards variable pay linked to business performance than for other employees, so Cwt "jTU/rscia'.O'! wi'i ini>">:;'is,.; orcfcceesc
:fl i:iy; v-.iti': b'.i.': ''OI-.:, ¦ iutot'rr>i;riCi '0 ,-i'if," ih:-. r-:-7-:i! . --v: ,::-t-.s: -,\vo:;: ii* ¦¦} t~ • i' incentives are provided only to tho most
ihose considered to have lfx> greatest potential
The Committee does not formally consult wrth employees on Executive l>>tf~tc remuneration, however, as a result of the Company's all-employee share plans, UK-based employees are able to become shareholders in the Company and can comment on the Remuneration Policy in the same way as other shareholders In addition, the Company provides a number of forums for employees to provide feedback as well as receiving employee views from the Group Employee Director
Legacy arrangements
The Committee may approve payments to satisfy commitments agreed prior to the approval of this Remuneration PoScy. This includes previous incentive swards that are currently outstanding ana unvested which have oeen disclosed to shareholders in prwiou.-i remi in-r-ration reports. Tho Committee may also approve payments outside of this Remuneration Policy in order to satisfy legacy arrangements made to an employee prior to (and not in contemplation of) joining the Board of Directors.
All histonc awards that were granted but remain outstanding remain eligible to vest based on their original award terms.



Chief Executive
Total remuneration (EOOOs)
Chief Financial Officer
Total remuneration (EOOOs)
M-Tirrinv flBSE£BE3e>:<
C:i-i-:.rgM mXmB^Bm-:; or Maxm- ri-^aS^F^WBBP^t|109|:".:0 i.iM
asasi :- •>;.:': |:;jy esso A.-mii.-'i ir-o-K.s i
Reward scenarios
The graphs below provide an indication of the reward opportunity for each of ihe a inert Executive Directors based on their roles as at 1 April 2018 fncluding Tim CToole who was the Chief Executive until 31 May 2018).
The basis of calculation and key assumptions used to complete the charts are as follows.
Minimum - only fixed pay is payable i.e. base salary, bai refits and pension or cash ii • lieu of pension. No bonus Is payable and no vesting achieved under the LTIP. The value of the Chief Execijtivn's pension benefit and allowance is assumed to be In line wfth that for 2017/18 as set out in the Executive Directors' total remuneration table. The value of the CFO's pension allowance .s 20% of base salary.
On-target - fixed pay plus 50% of maximum annual bonus pay-out and 20% vesting under the LTIP.
Maximum - fixed pay plus 100% of maximum annual bonus pay-out and 100% vesting under the LTIP.
i LTIP
For all scenarios, it is assumed that the share price wiH remain unaltered.

FirstGroup Annu.il Report and Accounts 2018
Directors' remuneration report continued




Approach to recruitment remuneration
Tho CommittGe believes it is vital to be able to attract and recruit high-calibre executives who aie focused on delivering the Group's strategic plans, while relating reward to performance in the context of appropriate risk management, and aligning the interests of Executive Directors
ana sfiiicr managers w.tli u-iose of trarefviders tc bu'io a sustainable pfirfamancn cuiture.
The Committee's approach wf len considering the overall remuneration arrangements in the recruitment of a new Executive Director is to take acoount of his or her remuneration package in their prior role, the market positioning of the remuneration package and not to pay more than is necessary to facilitate their recruitment.
The remuneration package tor a new Executive Director will be set in accordance with the terms of the Company's approved remuneration policy in force at the time of appointment, except:
Salary
The salary level shall take into account companies in the comparator group, which comprises companies that are broadly n fine wiifi FuslGroup's sfje. struttuo and com plexity ar -Jimm features that ere comparable: lo I irslGrourj.
The. Committee nIn exceptional circumstances, the Committee has tho ability to set the salary of a new Executive Director at a rata higher than tin:; marker level to reflect Ihe crtkviiity of the rote snd the expeneno* and per* finance of the individual.
Benefits
fiiii Company may award certain adV'U'Omil benefits and olhvt v/ancus including, but nol lliniled lo, those to assist with relocation support, temporary living and transportation expenses, eoucational costs for children and tax equalisation to allow
ftf-xiMi'y in employ;!iy an overseas national.
Pension benefits
Annual bonus
Long-Term Incentive Plan
Any new Executive Director based outside tne UK will be eligible to participate in pension or pension allowance, insurance and other bet irifit cxograi wires in line with local practice.
The maximum bonus opportunity shall be 150% of base salary.
Total Incentive opportunity
Replacement awards
The maximum opportunity shall bo 200% of base salary for a newly recruited Chief Executive and 175% of base salary for other newly recruited Executive Directors. However, a maximum opportunity of 300% of base salary may be used In exceptional circumstances, in addition to any buy-out of forfeited awards.
The maximum incentive opportunity which may be granted in line with the policy maximums will be 450% of salary, excluding replacement awards.
The Committee shall consider what cash or replacement share-based awards, if any, are reasonably necessary to facilitate the recruitment of a new Executive Director in all circumstances. This includes an assessment of the awards and any other
compensatioii or benefits item that would br; forte'tori on leaving tlierr cuirent emdoyor.
These payments would not exceed what is considered by the Committee to be a fair estimate of remuneration lost when leaving iho former employer and would reflect a* !a> os. ooM-ibie, U « nature and time horizons attached to that remuneration and the impact of any performance conditions.
If the Executive Director's former employer pays a portion of the remuneration that was deemed foregone, the replacement payments will be reduced by an equivalent amount.
Relocation policies
In the case of an internal executive appointment, any variable pay element awarded in respect of the prior role will be allowed to pay out according to its existing terms, adjusted as relevant to take into account the appointment. In addition, any other ongoing remuneration obligations existing prior to appointment will continue.
In ir^tanceswherthe new Executive f Jirector fciccnirw iio •sbcata ot swiid siprovision of accommodation and associates moving costs. The level of the relocation package will be assessed on a
case-by-case basis but will take into consideration, amongst other items, any cost-of-living differences, housing allowances
and schooling Where an Executive Director leaves within two years of their appointment, the Committee has the discretion
to clawback part or all ot the relocation package. _ _
Notice periods The Committee shall utilise notice periods of up to 12 months.
For the appointment of a now Chairman or Non-Executive Director, the fee arrangement shall he set in accordance with the approved remuneration policy in foice at that time.







FirstGroup Annual Report and Accounts 2018

Executive Directors' service agreements
The Executive Directors' service agreements, including arrangements for early termination, are carefully considered by the Committee and are designed to recruit, retain and motivato Executive Directors ofthe calibre required to manage the Company. The Committee's policy is for Executive Directors' service contracts to be terminable on no more than one year's notice. The details of existing Executive Directors' service contracts are summarised in the table below:
Executive Director
Tim CrToole Matthew Gregory
Oats o! service contract
25 January 2011 1 December 2015
Notice period
12 months 12 months
Policy on payment for loss of office
Executive Directors' service agreements contain provisions for payment n lieu of notice. The Company is unequivocally against rewards for failure; the arcumstarices of any departure, including the individual's performance, would be taken into account in every case Directors' service agreements are
kept for inspection by shareholders a' the Company's registered ofioi
Service agreements may be terminated without notice and without payment in lieu of notice in certati arcumstances, such as gross misconduct. The Company may require the Executive Director to work during their notice period or may choose to place the individual on 'garden leave', for example to ensure the protection of the Company's and stvrcntiktets' interests wnero tho Executive Director has access to canmercially sensitive information.
Except in the case of gross misconduct or resignation, the Company may at its absolute discretion reimburse tor reasonable professional fees relating to the termination of employment and, where an Executive Director has been required to relocate, to pay reasonable repatriation costs, Including possible tax exposure costs.
In the event of an Executive Director's departure, any outstanding share awards will be treated in accordance with the plan rules as follows:
Plan Treatment on cessation
These will be paid over the notice period. The Company has discretion to make a lump sum payment in lieu.
Good leaver reason*
Where an Individual is considered a good leaver* a performance-related bonus will be paid. This wtll be based on the proportion of the bonus year for which the individual has been actively employed and bonus (if any) will be paid at the normal time, although the Committee retains discretion to pay it earlier in appropriate circumstances. There is no entitlement to any bonus award under the EABP for any financial year where an Executive Director has not been actively working, even tf still in employment. The Committee has discretion to make an award in these circumstances, but would only consider exercising its discretion if this were justified by the circumstances and timing of the Executive Director's departure. The Committee will not exercise that discretion in respect of any period when the Executive Director is on garden leave. Any resulting bonus payment will normally be time pro-rated and be based on the level of performance achieved. Other reason
The EABP provides no entitlement to a bonus following cessation of employment, unless the leaver is considered a
good leaver.
nwtnrrnrt share Good 'aaver reason*
Awards Where an individual Is considered a good reaver" (other man in ine case or aeall i) unvested EABP UUfUfiUu a larus will vusl
either at the end of the vesting period or in the event of termination by reason of ffl-health on the date of cessation of employment or any other date determined by the Committee Where an award vests earty, the good leaver will receive a pro-rated number of shares to reflect the acceleration of vesting, although In the event of termination by reason of ill-health the Company may exercise discretion to wave pro-^tn >g, in ti te cases of death, deferred share awards vest on tha date of death and no pro-rating is applied Other reason
Unvested deferred share awards will normally lapse on cessation of employment or, at tho Committee's discretion, on service
of notice of termination of employment.
Long-Term Good leaver reason*
Incentive Plan Where an individual is considered a good leaver* (other than in the case of death) unvested LTIP shares will vest either at the end of the performance period or in the event of termination of employment by reason of ill-health on the date of cessation of employment to the extent the performance conditions have been satisfied as determined by the Committee. A good leaver* will normally receive a pro-rated proportion of any outstanding LTIP awards The Committee may choose to allow certain awards to vest while others lapse, depending on the circumstances of the case. In the case cf death, awards vest on the date of death and are not subject to the performance conditions, with pro-rating applying in the same way as for good leavers. Other reason
Awards will normally lapse on cessation of employment
All-employee Awards will vest in accordance with tho rules of the relevant plan, which do not permit the exercise of any discretion by
share plans tho Otf-^titrr;"-.

emptying company aiasmo. to or: a Group company, tianster ot employment to a company whit h is nol o Group company; and at trie Committee's discietion. Cessation of employment m ciicuiTistanoes other lhan those set cut above is cessation fox otr>er reasons

FirstGroup Annual Report and Accounts 2016 79

Directors' remuneration report continued




Policy on external appointments
1 ho Committee befeves that the Otimpar-y can bonett from Exixuwo 0ir«ytoshcldt'-3 one approved rron-exscsjtrvT; directorship ot anchor company, offering Executive Directors the opportunity to broaden their experience and knowledge. Company policy is io allow Executive Directors to retain the fees earned from such appointments.
Chairman and other Non-Executive Directors' letters of appointment
The Chairman and other Non-Executive Directors do not have service contracts, but each has a letter of appointment with the Company. Hach letter cf appr.intmcnt generally provides for a thiee-month notice period. Not -Sxecusve Directors are normally appointed for two consecutive three-year terms, with any third term of three years being subject to rigorous review, taking into account the need progressively to In line with the requirement of the Code, all Non-Executive Directors including the Chairman are subject to annual re-election by shareholders
at each AGM. The appointment o* oad i or the \on-Fxe-cutive Dp eotors is sublet to early iem*ratton wither it cr^mponsation if they are riot re-appointed at a meeting of shareholders.
Remuneration policy for the Chairman and Non-Executive Directors
The Chairman and Non-Exi3Cutive Directors may on occasion receive reimbursement of costs incurred in relation to professional advice.
I hose Daymen's, if made, are taxable benefits to the Non-Executive Oroclor and the tax arising is paid by the Company on the Director's behalf.
Fees for the Non-Executrve Directors are determined by the Board as a whole, on the recommendation of the Executive Directors and the Chairman. Fees for the Chairman, are determined by the Remuneration Committee.
The policy on fees for the Chairman and Non-Executive Directors ia
Purpose and To be sufficient to attract, inotrvaio and rot jut Mon-Exot:ut!ve Directors necessary to contribute to a nigh- nerforrning Board,
link to strategy _
Chairman The tee for tho Chairman is determined by the Comniittco and reflects ihe commrtmenl, demands arid responsibility ofthe role.
The fee is paid monthly and can either be taken in cash or shares or a combination of both. The fee is inclusive of all Committee ¦rotes and isnotpsrfoiTiiarice-relaioa or penswnaUo. United benefits relatinc, lo travel, acccmmcdafon and meals may also be payable in certain circumstances, with the tax arising being paid by the Company on the Chairman's behalf.
The fee payable to the Chairman may be varied (either up or down) from this level during the three-year period that this
Remuneration Policy operates to ensure it continues to appropriately recognise the requirements of the role
Non-Executive Fees are determined by the Board, within the iimits set out in the Company's Articles of Association, with Non-Executive Directors
Directors abstaining from any discussion or decision on their fees.
The Board takes account of recognised best practice standards tor such positions when determining the fee level and structure.
Tho Non-Executive Directors receive a base fee. Additional fees may be payable for chairmanship of tho Company's key Committoes and for performing the Senior Independent Director role. Non-Executive Directors may also receive an allowance in the event they are required to undertake intercontinental travel for the purpose of attending Board or Committee meetings or site visits. Fees are paid monthly and can either be taken in cash or shares or a combination of both.
Non-Executive Directors' letters of appointment contain provisions for payment in lieu of notice.
Other than tho Group Employee Director, Non-Executive Directors do not participate in any of the Company's incentive arrangements or receive any pension provision.
Non Executive Directors are reimbursed for expenses and any tax arising on those expenses is settled directly by the Company. To the extent that those are dwwwd laxatfc beiefits, lr-*y wl included in tho Annual report on run iuriei alien, as required.
Reasonable costs of travel and accommodation for business purposes arc reimbursed to Non-Executive Directors. On the limited occasions when it is appropriate for a Non-Executive Director's 3pouse or partner to attend, such as to a business event, the Company will meet these costs. The Company will meet any tax liabilities that may arise on such expenses.
Foe levels may be varied (either up or down) during the throe-year period that tho Remuneration Policy operates to ensure they continue to appropriately recognise the time commitment and responsibilities of the role, increases or decreases to fee levels for Non-Executive Directors in general and fee ievels in companies ot a similar size and complexity. _
Group Employee The Group Employee Director's feo is in line with the basic fee ot the Non-Executive Directors and is payable in additbn to the
Director ujniirte'atirn rcviv-nf u: an arcf/cym of '¦¦'r: 'esprr.' v-> Orcir.' (-•.•••••r.ii\i companv, AiK:h n diKles particip^tio: i m any bon-.?fii
and Incentive arrangements and pension scheme.
Consideration of shareholder views
The Committee values its continued dialogue with shareholders and engages directly with them and their representative bodies at the earliest opportunity. Shareholder feedback received in relation to the AGM, as well as any additional feedback and guidance received during the year, :r: 'romtrVvx* by fie' -0! "iT-tlf.-f! .,s ti covyups thru X-rios v's ¦ wn.i'rjrat.O'i Viir ~


FirstGroup Annual Report and Accounts 2018

Annual report on remuneration
This part of the Directors' remuneration report has been prepared in accordance with Part 3 of The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and Rule 9.8.6 of the Listing Rules. The Annual report on remuneration and the Statement by the Chair will be put to an advisory shareholder vote at the AGM on 17 July 2018.
Executive Directors' total remuneration (audited)
Annual bonus
Vfilue of Long-Torm
defened Incentive
Salary Benefits' Cash shares Plan Pension" Total
Year COOOs £0003 COOOs EOOQs COOOs COOOs £000s
TimO'Toole 2018 846 43 -> - 211 1.100
2017 846 44 - - 180' 197 1,267-
Matthew Gregory 2018 437 14 73 73 - 87 684
2017 425 14 227 227 - 85 978
Taxatfo tenants inc*id* T ir O'^ooh - CV.000 rxu stbiv> F2?,000 lr» i is roertral ?-ir.r-t.-u ic.f 3rd £9.000 leieibi.TserriO'il tif advisory fees ipriirop-i'ly reinfuij to taxation in the UK and US). Matthew Gregory - £12,000 car allowance and £2.000 for UK private medical Insurance. The decrease in the Chief Executive's t-site'its is o\» to the Impact ot iho change m exctcngo nr.cs on iiisUS iiiuyii-sliusii'ii'.'S.
The fnHoiwino p-t-ision-islated bomMs weia tocmved duti in ifcF. Tini OT-xAj - El 10,084 cawo'i aftowance and a dniinpd benefit pension Input amount, ret or OtmOtf s contributions, of ces.ru . Wscltev Grvoc-ry recurved a netaftin .OrMarrat C6/.4C0 iiKLdeci a deS-icd cnmribuBon pension amount or £10,000
No annual bonus has been awarded to Tm O'Toole for the year 2017/18 for (he reasons explained in the Statement by the Chair.
The 2014 LTIP award, which vested on 5 June 2017, had been shown in last year's annual report with an indicative value of £1.35 per share. The actual share price on the date of release was £1.41, as announced to the maifcet on 7 June 201 f. and this is the share price used to calculate the value of the award shown in this table.
Annual base salary (audited) v.
2018 2017 % increase
EOOQs £000s
Tm O'Toole1 846 846
Matthew Gregory 437 425 Z8
1 In accordance with the Remuneration Policy approved by shareholders in Jury 2015, the base salary of Tim O'Toole has not been increased for the duration of the polio/.
As noted in the Statement by the Chair, in light of the overall challenges faced by the business during the year, Matthew Gregory, CPO, advised tha Committee that he did not wisl i to be oens deed for a safety ncresse in 2018. 7 he Committee welcomed pnd supported this position. Hciwever, with the departure of the Chief Executive, and the additional lesponsibilities that Matthew will take on, the Committee will
I il I I li.il ll linn , Iiji.ii i. n-m mil "I. t llnlliir.i i iV r-il-ini fnr th--, pr-.rn- -I , •¦n p In nr-h 1-,p talm-i i ip hir. art.-liHiMTal fWSf mrwfcBtlfiS aS Interim
Chtnf CfXTatmy Office. Benefits (audited)
•Jte'iefits i'ci Lxeoulfve Directors mi lute tl ic p'ovision oi a company uar gfarvante, pmvti tnxticA cover, life assurance and Hdvisory fees (principally relating to taxation "in the UK and US for Tim O'Toole).














FirstGroup Annual Report and Accounts 2018
Directors' remuneration report continued




Pension (audited)
Tim O'Tbolo pai Bopaled in j d«f>ned benefit pension scheme. Hi;-, cer'/ibut or* io Shis v.che.T.c v-.cr^ pad wa yJary aacriftce with an equivalent contribution being paid directly to the pension scheme by the Company. This provides him with l/50th accrual for each year of service, based on average pensionable salary for the three tax years prior to retirement. Upon reaching age 60, he amended his normal retirement age from 60 to 66.1ty future sennce. he will receive al! hte tenet'*-; al ii * sama tire. bU iWxf.fi psy;3blo f.-om age 60 '-vili be incrtased for deferred payment, and those payable from age 65 arc payable unreduced at that time. Pensions normally increase in line with the consumer prices index and provide a dependant's pension on a member's death. There was a scheme earnings cap of E140.705 above which a pension allowance of 20% of base Sctorywas pad. Trie defined benefit arrar igemcnt closed to accrual wilh ehe-jtfrur:Ai/il 20 IS.
Irilormaton in the table bslow includes the total accrued benefit at 31 March 2016 wrssh represents thnanmlal pension that is expected to be payable on eventual retirement given the length of service and salary of Tim OToole.

Age at 31 Mar 2018
62

25
Total accrued benefit al Pension 31 Mar 2018 age' COOOs
65
Increase in accrued annual pension at 31 Mar 2018
eooos
' Mm C- un-Md lo accruol;fcneritB in tne daflnoo btrneiit peri:,.ui- sdvnc lol'iv.vhxj '.;lr:;-uv!Vturc ,itxruThe allowances paid during the year to Tim O'Toole and Matthew Gregory were 040,984 and E87,400, respectively. Matthew Gregory's
allowance inrJurted a defined contribution pension input amount of rift.OOO.
Performance-related pay
The Committee believes it is important for HxeaitveDiructCfs that a sigrilicani proportion of the remuneration package is pertrxniance-relateri and the performance conditions applying to incentive arrangements support the delivery of the Company's strategy. The Committee considers performance against a range of metrics, including safety, to ensure that tho assessment is rounded, taking into account both qualitative and quantitative factors.
The table below outlines each of the performance measures used in the Company's performance-related Incentives and how they support the Company's strategy and business objectives as outSned in the Strategic report
Business KPIs objectives Our Values
e
LTIP'
RoadTOCTi TSR
EPS
Bonus
Adjusted Oi Hrrating riirifil
Revenue
Gas-i- flow Safety
Customer satisfaction Individual performance
1 A3 mentioned on page 36, a review was undertaken in 2017/18 with regards ro the performance metrics used in thel.TIP.









FirstGroup Annual Report and Accounts 2018
i'J ».> jicft 'Sv-so 'fs-.r. ire-.--'., cf fvforrn(Executive Annual Bonus Plan
¦l"'•••••'
.< -.r ro,-20i//'0ti>aCAi.;f
20% tO'V 7.S%
and ncv-tins'K-jal met.-*;.* vVs:yhrad so Sx£ \v<: The I'nnncial largots pel;
7.5% 10%
Committee had also reviewed targets at individual business unit level and had taken into consideration consensus and expectations for 2017/18 at that time.
sail.-, •».••
For 2017/18, the EABP comprised the following six elements:
Adjusted operating profit - a KPI used in managing the business.
Revenue - encourages management to deliver sustainable growth through pricing and volume
Cash flow - encourages management to devise operational plans focused on cash generation to create optjens for the Board n i rololion to among other uses, investment in key assets of fleet, systems and people.
Safety - to ensure that risk controls, safety procedures and safety behaviours are constantly improved to reduce long term injuries and avoid safety incidents across aH the divisions. Performance was assessed against a balanced scorecard using a broad range of indicators, including long term injuries, passenger injuries and collisions.
Customer satisfaction - a key focus at aH levels of the Group. Performance was assessed against a balanced scorecard of measures: customer satisfaction surveys, punctuality and cancellations across First Student, First Transit, Greyhound, First Bus and First Rail.
Individual performance - recognises achievement in other gynificirt areas. Porfcrnidnce was assessed against individual objectives for the year, which were aligned with the Group's strategy and transformation plans, and the Executive Directors' core areas of responsibility.
Stretching, relevant and measurable financial ana non-fin?ncia! annual bonus targets were set by the Committee. The Committee assessed each element of the annual bonus separately as part of an overall balanced scorecard of measures. Within each element the Committee considered a number of sub-elements, including the performance of each division and the Company's performance on a rail and non-rail basis, and formed a rounded assessment of performance of the Executive Directors at the end of ihe year.
in keaping with the practice aopted in p'ovious years, (he original target ranees for tho revenue and operatng profit den wnts have been adjusted tc roiect the actual reported foreign exchange rates changes experienced «trs year under review.
f-:oj i.;01 o IS. the Luanda! and non-fnai >a~i performance outoorres were anfnfiewy
Actual performance
Metncs
Adjusted rv-hvaonij profit1 £317.0m £329,6m C339.4m E344.6m 45%
Rovonue Pfi"3Qft4m raJpfifim Ffi.328.2rn "e6.488.9m 20%
No payout generated.
Group revenue reached 68% of maximum.
I'MH>' WfJUId HiJffl KJSUlted ui i a uayuut uf
13.6% under this metric but the Committee exercised its discretion in light of the adjusted operating profit outturn and determined that no payout would occur.
C199.0m Less than E191.6m
n/a £191.6rnor greater
10 Group cash generation for the year exceeded the EABP target level and delivered full payout.
Between threshold and target
Between threshold and target
1.5 Group safety performance is an average of the performance for each division.
2.8 Group customer satisfaction is an average of the performance for each division.
|*:t..-m






HrslGroup Annual Report and Accounts 2018
Directors' remuneration report continued




For the reasons referred to in the Statement by the Chair, the Committee has decided not to award an annual bonus to Tim O'Toole for the year 2017/18. A review of his individual performance against objectives is therefore not included in this report.
With regard to Matthew Gregory, the Committee carefully reviewed his individual performance against objectives set at the beginning of the year and crxcAided that, ag-tret the* $ix>a8ockflrfMfi :«t, many ofv^u-htafcrrec to ffe Tie as C'X> Ntartftwrwid -.fefvenrd 'hrrso to a hlyh standard, notwithstanding disappointing overall business results. Therefore the Committee assessed his degree of achievement and decided to award him 8% out of a possible 10%:
Oegreaof achievement
Matthew Gregory Lead continuous improvement in overall safety culture, strategy and governance, encouraging consistently high standards of behaviour on safety, and foresight of potential (wards
Regularly conducted safety tours in North America and the UK
Encouraged divisions to adopt data driven approach to safety through the monthly Business Reviews
Demanded improvement to safety for capital equipment, particularly seeking a technological solution to baggage handling in Greyhound buses
Significantly increasea time spent by US insurance team with US management to better understand safety trends and drive action plans.

Deliver the cost savings and capital expenditure amounts sot out in the 2017/8 budget
Help to create an environment which allows the divisions to achieve top line growth beyond what can be forecast in the current plan
• Assisted Student with their MSA pipeline set up and process
» Worked with First Bus to improve revenue from
lower-quality businesses ¦ Worked with Greyhound to create commercial
opportunities (markets and Customer Relationship
Management programmes)


Partially achieved

fteliver a Inancwl strategy for uw of f ori caan fow and a communications plan for shareholders
Assess divisional CFOs and lead hiring in the divisions
• Plan prepared, not delivered yet due to competing priorities
First Rail and Greyhound CFOs appointed and integrated
Overall strengthening of UK and US finance capability
Partially achieved

Fully achieved

Finalise and commence implementation of Inventory of Ideas project

Guide First Bus as it implements SAP during 2017/18
« Robotics pilots initiated, to cover billing in Rrst Student and Fi-st Transit

1 Protect went live in April 2018 without significant issues
Fully achieved Fuliy achieved

As referred to in the Statement by the Chair, in light of the overall results, the Committee has exercised its discretion and agreed to reduce to nil the percentage vesting under the Revenue metric, which would have otherwise been 13.6%. As a result, the annual bonus for the year 2017/18 has been as follows:


Maximum bonus opportunity (% of salary) Annual bonus (% of salary) Actual bonus (EOOOs)
Tim O'Toole
120
Duectors
Matthew Gregory
150 33.5 1461
1 Th? ijctual bonus achieved by Matthew G'fagory was 213% of the 'otai honus opponunity




FirstGroup Annual Report and Accounts 2018

2018/19 Executive Directors' annual bonus
?G'3; -9 lbs EABP w<8 xmtoJKentpj&e rwovfci pettanvwcf; afjainol arnncs of 'irwcal ond non-financial rnetrics. The structure of Ihe oo^um s uncl'ai'fjCd !'orri 20t7/i8 ai id wilt be vWijhtcd sic:i that »ii vrf bo based a < f r'aivia; metrics and 2'j% on no: i-finanninl metrics. The fir>r v.> tmgots v'.ill oe'w: ny the ('•omrrsrtee 'rtwi on a numnerof faciei s sueti as ine '.'iiojtj''. business plan, individual busness unit level performance, consensus and expectations for 2018/19. The Committee will set targets which are stretching to ensure payouts only occur for stroix; porfrxrnancfi over The f nanrfal yea'. "I he tnrgtfc will bo i >o less denwKfciji (ran those sot for the year 2017/18, having taken into acccunl the year on year improvement required from First Student, First Transit, Greyhound and First Bus, but also that the contribution from Rrst Flail is likely to reduce. Spcuiic targets will i iot be uwdoicd m advance as they woota give a clew indication of the Group's busi less objectives, which are .xntmotcaJry aatsitrvH. Wtare bonus targets a a no logger cornmeirs-fiy rier:;ifive, 1ypica%fnltow.ng ihe eno of Pie financial vear, they will be disclosed in that year's Directors' remuneration report. Awards will be subject to an underlying performance override enabling the Committee to scale back :o reflect the Group's pcfc-nwice as '.veil s.« malus and davvback. Half fairly bonus earned wl be deferred into tha Company's shares for three years, conditional upon continued employment.
The Committee has already demonstrated in assessing bonus outcomes in 2015,2017 and 2018, that it is prepared to set aside the formulaic cufecme and reduce awards or introduce a further condition, io ensure that business pe-fo-manoe ar the impact of a significant, event is properly re'ecreof.
The 2018/19 annual bonus maximum and threshold levels of bonus as a percentage cf base salary will be as follows:
Executive Director Maximum Threshold
Matthew Gregory 150% 0%
Long-Term Incentive Plan
2015 Long-Term Incentive Awards (audited)
The vesting of the 2015 LTIP awards were subject to the achievement of ROCE and TSR performance conditions over a three-year performance period (each representing 50% of the award). The performance In respect of each of the metrics was as follows:
Actual Threshold Maximum % of award
Metrics performance Entry level (0%) (12.5%) (50%) which vested
HOCE 7,1 <7.6 7.6 87 -
Relative TSR / 44th percentile Below median Median Upper quartile '
TSR and ROCE performance for the period 1 April 2015 - 31 March 2018 has not mei the threshold level of performance required for vesting under the 2015 LTIP. Awards made under this plan have therefore lapsed.
2017 Long-Term Incentive Awards (audited)
As set out in the 2017 Statement by the Chair, the Committee undertook a review of the Company's LTIP performance metrics. The review included consultations with; map' investors and their leprcsentative bodies on the inclusion of t PS as a metric as wet as the definitions, weightings and target levels of performance of the other LTIP metrics.
IH»I JVIIMIIIIUUIUJlluilm, lli-l| in tin. ... mti.1 «ngrowth rates, Improving margins and returns, exercising cost discipline and generating cash. The Committee concluded that the performance metrics most relevant to incentrVising delivery of these objectives are EPS, TSR and ROCE. Input from major shareholders was requested In a detailed consultation letter sent in October 2017. We were pleased that the major shareholders who responded to the consultation wore supportive of the overall LTIP approach. The Committee has made a number of amendments to the operation of the LTIP as follows:
• introduction of Adjusted EPS as a metric alongside TSR and ROCE
» amending the existing ROCE metric to cover Road divisions only
« vesting at threshold performance has been reduced to 20% rather than 25% (previous awards)
40% of the award is subject to the Company's relative TSR performance, 40% of the award is subject to tho achievement of EPS growth targets and 20% of the award is subject to ROCE targets measured at the end of tho performance period. All metrics will be assessed over a three-year performance period (which commenced on 1 April 2017).
The awards are subject to a two-year holding period following the three-year performance period as well as malus and clawback. In addition,
as v-Mh ail 'IIP ;iwards. tVore airrwrtrd nn^s the Committee mii-st w>. ¦tatslnvi vnt *h« u t.^ f\*'< > ijcn -rar«e of the Group is satisfactory. Trio 0ci ni n.'it;,-: Otil'jrv;;:, tha; hav.no . a ori'ten^oncs override ts an urirro'^nt feaL ^:; o: tbe oho .v. t inicoates the r^ko'unwnriontsd vesting outcomes





FirstGroup Annual Report and Accounts 2018

Directors' remuneration report continued




Details of the performance metrics and targets for the 2017 LTIP awards are set out below. Earnings per Share ('EPS')
EP_ grrwth wfl fcn dote^wed using Adjusted EPS. Tl ro Committee ccr«sds>rs Adjusted i to bd a faner rfiSeiJ-on of trading pcr^ornuncn ae it eluripa.es facto/3 which d«tc» t year-or,-y*J' comiwnsons ana so is «t more appropriate n teasuft to -ncenrvseltre achievement of underlytna' growth. The Committee noted that differences between adjusted and statutory EPS will need to oe carefully considered and this is consistent with the overs! review process dossnbed in tho above paragraph.
EPS growth will be assessed at constant currency. The use of constant currency is established practice at the Company to eliminate foreign exchange translation effects only and ensures that management are rewarded for improving the underlying performance of the business.
When assessing performance, the reported Adjusted EPS for 2019/20 will be compared against the reported Adjusted EPS for 2016/17, rpsialect into constant currency based on liie effective fcragn exchange rates m 20ig'20.
Details of the EPS targets for the 2017 LTIP are set out below:
% of award which vests
<4% = 4%
_ 11%
0% 8% 40%
V Between threshold (4%) and maximum (11%), vesting will be on a straight-lino basis.
EPS targets were set taking into consideration the three-year business plan agreed by the Board in May 2017 (after the award of the SWR Rail Franchise) and analyst forecasts at the time of otr consultation letter to shareholders in October 2017.
The 4% CAGR tlreshcW requires performance of almost double the rate o\f inflation expected ever the perfornierce psriod and 11% CAGR for maximum vesting is very stretching given the current economic growth rates in our major markets.
Tne change to the comoration tax rate in the US was not known at the time the targets were set. Rather than amend the target, the Committee has agreed it will take account of any impact on the EPS outturn at the time vesting is determined.
ROCE ("Return on Capital Employed") '
As the Rail divisions are not heavy users of the Company's capital and the Company will be relying on the Road divisions to drive improved ROCE performance, the Commitlee concluded that 'Road ROCE' is a more appropriate measure for the LTIP than Group ROCE.
"! ho! -toiid RCX;E metric will bo calculated by dfviomg operating profit loss tax by relevant Capital Fn ir;loyod retrar isfatod at constant currency where;
« Operating profit is the reported adjusted operating profit of the Group, as published in the Annual Report, excluding earnings derived from
Iho Rail division
• Capital Employed is net assets, excluding net debt, derivatives and pension balances and also excluding items relating to the Rail division. The exclusion oi the pension deficit is considered appropriate as the Committee believes management should not be rewarded for movements in this element. This approach to pensions is Identical to the ROCE definition, which did include Rail, used for the 2015 and 2016 LTIP awards.
To ensure consistency with the assessment of EPS targets, when assessing performance, the base year ROCE (5.2%) wifl be restated on a constant currency basis. The 2016/17 adjusted operating profit will be restated at the effective foreign exchange rate for 2019/20 and the March 2017 Capital Employed will be restated at closing balance sheet rates as at March 2020.
In order to provide transparency for each LTIP award, the Committee will disclose sufficient information to reconcile performance against the ROCE target range at the beginning and the end of the performance period.
At the beginning of the performance period for awards made in 2017 (1 April 2017), LT IP Road ROCE was 5.2%. This was calculated as follows:
Reported ROCE 2016/17 7.3%
Remove Rar earnings and capital employed balances (1.6)%
Remove pension balances (0.5)%
LTIP Road ROCE (2017 scheme basis) 5.2%
1 he Conr*,;},*, i>e!>Av!3 that tins c-e:: o<: o* c-Jcult-.tion res-tKs n n RQC:;" .'lr'inition ¦¦:.-.{ ¦ -\ . --¦ r'ar.,::^!"!^; ar-:' rrwwiad. frr .mpiovi -,g t"o effective allocation of capital across the business and then generating a return from this divestment. The ROCE target range has been set such that no vesting will occur unless the 2019/20 ROCE exceeds the ROCE outturn tor 2016/17 (tho base year ROCE) by 10 basis points ("bps").
Maximum veslmg will occur if the 2019/20 ROCE is 150 bps or more above the base year.



FirstGroup Annual Report and Accounts 2018
Details of the ROCE targets for the 2017 LTIP are set out below:
ROCE
(Growth from end ol 2016717)'

% of award which vests
0% 4% 20%
< 10 bps = 10 bps
> IfA'JDps
1 Between threshold (10 bps) and maximum (150 bps), vesting will be on a straight-line basis. Relative TSR ('Total Shareholding Return")
The relative nature of the metric, with TSR measured against a comparator group of 31 companies, creates an objective measure of long term value delivery to shareholders and rewards executives for delivering performance which is better than that of competitors.
Relative TSR will be determined over a three-year performance period commencing on 1 April 2017 using a three-month average TSR at the beginning and end of the performance period by reference to the Company's positioning amongst a comparator group of companies.
The Committee believes that relative TSR is a suitable value metric, which takes into account performance of the Company's closest peers.
Details of the TSR targets for the 2017 LTIP are set out below:
% of award which vests
Below median Median Upper quartile
0% 8% 40%
1 Between median and the upper quartile of the peer group, vesting will be on a straight-kne basis.
The comparator group for the benchmarking of remuneration and the relative TSR metric for awards granted in 2017 comprises:
Aggreko
Babcock International Group
Baffour Beatty
Bunzl
Capita
Carillion
Carnival
DCC
easyJet
Eletfrocomponents Ferguson (formerty Wolseley) G4S
Galliford Try GKN
Go-Ahead Group Grafton Group
Hays
Interserve
IWG
Kier Group Mitie Group National Express Rentokil Initial Serco Group
SIG
Smith (DS) Stagecoach Group Thomas Cook Group Travis Perkins Wizz Air Holdings Wood Group (John)
The changes to the comparator group are the removal of Wb AtKli in ai id Ai i iul Kislei Wlieelei, fullowing thoir toltoovoro, and tho addition of
Wizit Air Holdings.
ffie comparator group comprises companies in the travel, business services and industrial sectors, which are of comparable scale, complexity and activity to the Company. In the event of one or more ot the constituents undergoing a takeover, merger, dissolution, variation in capital or any other wont ihat will n lateriaty affect ti ie calculation of a ranking, the Ccnurittco shal detc-m im huw this shot iid be reflected in the ranking calculation.
On this basts, awards were granted to Executive Directors on 24 November 2017 as follows

Executive Diioctor
Tim O'Toole Matthew Gregory
(% of base salary)
120 175
Share price Face value
at dato of grant1
104.7 pence 104.7 pence
Nurritier ol shares awarded
969,197 730,420
Face value of award
ei ,014,750 £ 764,750
% of award which vests at threshold
20% 20%
Performance period
1.4.17-31.3.20 1.4.17-31.3.20

The award granted to Tim O'Toole, Chief Executive, is structured as a conditional awaid under wnich, following vesting, the shares are transferred to the participant for nil payment. The award granted to Matthew Gregory, CFO. is structured as a nil-cost option, which may be exercised for up to 12 months following vesting. Both awards aro subject to clawback and malus, and a two-year post-vesting holding period, as per the rules of the LTIP



FirstGroup Annual Report and Accounts 2018
Directors' remuneratiora«eport continued




2018 Long-Term Incentive Awards
It is the Committee's intention to make awards under the LTIP this year aid it is anticipated that the approach to be adopted regarding metrics will be similar to that of the 2017 LTIP, that is, 20% Road ROCE, 40% EPS and 40% relative TSR. In view of the overall results for the year, the Committee is taking some additional time to review the calibration of tho targets, which will be no less demanding than those sot for the 2017 LTIP.
Directors' interests in share awards (audited)
The outstanding LTIP, deferred share bonus and SAYE awards of Directors are set out in the tablo below. There have been no changes to the' terms of any share awards granted to Directors.

Number of awards Dato of held as at grant 1.4.17

Face value Awards of awards granied (£)'

Awards lapsed Awards during vested' the year

Number' of awards held as at
31 3 18


Exercise price (p)
Date on which awaid vests/ becomes exercisable
Tim O'Toole1 Deferred
share bonus


LTIP


Matthew Deferred Gregory6 share tv.-im is
LTIP

Group Employee
Droctor
Jimmy
Groombridge SAYE
223,554
230,748
83,126. 16.6.17
2.7.14 785,288
17.12.15 972,728
28.06.16 1,042,694
24.11.17
28.6.16 81,399
16.06.17
17.12.15 1,222,200
2,782 3,601 5,436
28.06.16 764,231
24.11.17

9.12.14 8.12.15 12.12.16 12.12.17
- 312,081 284,051
76,975 516,356' 723,415
1,013,807
1,022,337

965,535 969,197 1,014,750
75,375 162,187 227,225
1,284,532
707,678 730,420 764,750

3,021 3,713 5,566 3,747
3,469

230,748 83,126 516,356
972,728 1,042,694 969,197
81,399 162,187 1,222,200 764,231 730,420


3.601 5,436 3,469
nil nil nil nil nil nil nil nil
nil nil nil i nil nil

97 85 86 83
1.4.17 1.4.18 27.6.19 16.6.20 1.4.17 1.4.18 1.4.19 1.4.20
27.6.19 16.6.20 1.4.18 1.4.19 1.4.20

1.2.18 1.2.19 1.2.20 1.2.21
9.6.24 14.6.25 27.6.26 15.6.27 31.3.18 1.4.19 1.4.20 1.4.21
27.6.26 15.6.27 1.4.19 1.4.20 1.04.21

31.7.18 31.7.19 31.7.20 31.7.21
The face vaiue in Ihe table above has been calculated by multiplying the maximum number of shares tliat could vest (or under option in ihe case of SAYE) by the closing share pneo on tho dato of grant
An award vests on tho dst:; the C^nmittOfi determines whethor pet 'oi mancc coi'di: onr, rujvj Lu til it1*;!, il .?n liiiit ¦ iat*j i.l;mlin.j riisiiictio' S apply, t-o fli :>1 data after dealing restrictions cease to apply.
the table above shows the maximum number of shares that could be released if awards were to vest in full. Participants are entitled to receive dividends or dividend equivalent amounts once the share awards have vested.|109|, in light ofthe tram incident in Croydon in November 2016, and tho ongoing investigations, tho Committee had decided that it would net ba appropnate to award a
inriiif, oXfiy In cash or sward lha cisfenod share ekim-mi to Tim OToofei in this usiwl way. i ii r :•/«& nnt ,.v.'l7. Instead, the Committee determined that a conditional award of deferred shares be made, equivalent in value to the bonus ol E/23,415 that Tim would have received based on
a-'.i-io-.Miroil agoncr ths porta ma ice moat-ere--. one target.; ao/ocdet tho slan o: the ?0lf5-17 lirun-Tioi yen. rtn. Corv- v;ii determine ;ii il; .Jisoclkn in 20£0 Ih-.i ixltiiii fit ;j| ,ii| to i'.';i.-fi iik; fiwiuii vwll v?it bassd on tho culm i.e.3 a'Kl'.y Matin; or tin; v.;i.;;u:, ^Mstig .'.irons.
b Awards made to Tim O'Toole and Matthew Gregory under the EABP and LTIP are subject to clawback and malus provisions, in line with best practice and invostorr. jupsrsuib











FirstGroup Annual Report and Accounts 2018
Shareholding guidelines (audited)
Under pie terms ot the Remt incrator»Poicy approved bv =haiehcJders a: the 90 i5 AGM, Executive Directors are "equred to bt «!d up a speolied shareholding in the Company. This is to create greater alignment of the Executive Directors' interests with those of shareholders. The guidelines require Exeajtive Directors to retain at least 75% of the shares, net of tax, vesting under-a Group share incentive plan or otherwise acquire shares m fie Company wi'h.r a five-year period from the'i date of appoHiti iwr.t or 16 JtSy S0'5, whichsv;;'-later jntil a shsreholding wrin a newt value (calculated by reference to the year end share price) equal to 200% of base salary in tho case ol the Chief Executive and 150% of base salary in the case of other Executive Directors is achieved. The Committee reserves the right to relax or waive tho application of such guidelines in certain circumstances, including the impending retirement of an Executive Director. The table below sets out the Executive Directors' and their connected peases' snaTihoid'ngs (including beneficial interests; and a summary or outstanding and unvested share awaros as at 31 March 2018
Ordinary
beneficially owned at 1.4.17
Ordinary shares beneficially owned at 31.3.18
Unvested oefetTed sliaie bonus awards subjoct to continued employment
Unvested LTIP awartls
subject to performance
conditions

Shareholding Current
Vested but requirement shareholcfing
not exercised (% of baste {% of basic
share awards salary) salary)'
Tim O'Toole Matthew Gregory'
939,296 261,033
599,482 243,586
2,011,891 1,494,651
200% 150%
144%a 58%a
Matthew Gregory has until 1 December 2020 to meet the snareholding requirement.
Based on the middle market closing price of an ordinary share of the Company of 8210 pence per share on 29 March 2018. The range ol the Company's share price for the year was 77 pence to 153 pence.
The percentage of basic salary shown in the table includes vested hut unexercised awards. If unvested defeired share bonus awards subject to continued employment were included in the calculation, Tim O'Toole's current shareholding as a percentage ol basic salary would be 202% and Matthew Gregory's would be 104%.
Tim OToole acquired 24,776 shares between 1 April 2018 and the date ot approval of this report as a result of his standing instruction to allocate part of his salary to acquire shares in the Company.
Since August 2011, Tim OToolo has allocated part of his monthly gross base salary to acquire shares in the Company. This is a standing instruction. From August 2011 until May 2015 the monthly allocation was £10,000, rising to £15,000 from June 2015 to October 2017 and then again to £25,000 from November 2017 onwards. Shares are purchased from the post-tax and post-National Insurance (Nl) amount
All-Employee share schemes
Executive Directors are eligible to participate in the Company's Save As You Earn (SAYE) and Share Incentive Plan, known as Buy As You Earn (BAYE) on the same terms as other eligible employees.
SAYE
The maximum participation level in the SAYE plan is £500 per calendar month as per HMRC limits with participants granted linked share options,
by reference to projected savings, with a 20% discount to the prevailing share price at tho time of grant. In line with HMRC requirements, on the
maturity of the savings contracts, participarTts can elect to use the accumulated savings to exercise their options or request the return of their
ouvingo.
BAYE
The maximum participation level in tho BAYE is £150 per month, as per HMRC limits.
The Company provides two Matching Shares for every three Partnership Shares, subject to a maximum Company corrtribution of shares to the vn.li io of _3u a month. The shares a-a N*i in tn ist and become available tiy relate wrth no tax or Nl teibMy crve held for live years. The Matching Shares will be forfeited if the corresponding Partnership Shares are removed from the trust within three years from award.
In accordance with the applicable legislation, shares that remain subject to the plan aro field on behalf of participants in a UK-based trust.












FirstGroup Annual Report and Accounts 2018
Directors' remuneratiotrreport continued




Dilution
The Company ensures thai the level of shares granted under the Company's sharo plans and the means of satisfying such awards remains vv.fiv! crest pr;.<.:fc;' cuioelines so loai dftrt on from emptoytw *harr: awards doss not exceed 10*n of thi- OaT-pai i/< isr-ufxt share capital for ai; share plans and 5% in respect of executive share plans in any ten year rolling period. The Committee monitors dilution lervels at least once a year. At 31 March 2018, less than 1% of the Company's issued sharo capital had been issued for the purpose of its share incentive plans over a ten-year period.
Employee Benefit Trust (EBT)
Tho FirstGroup EBT has been established to acquire ordinary shares in the Company, by subscription or purchase, from funds provided by the Group to satisfy rights to shares arising on the exercise or vesting of awards under the Group's share-based incentive plans; The trustee of the FirstGroup EBT has informed the Company that its intention is to abstari from voting in respect of the FirstGroup shares held in the trust. As at "1 M;voh 201(5. 7,4G4,?19 shanrs we>*e K-Jd by f^e EBT to rodrjooulfitandinti awardsot ."r.lCS.Sif. Irte means tint iheEB'i hotels sufficient shares to satisfy 27.54% of outstanding awards.
Performance graphs
The graph below shows the TSR performance of E100 invested in FirstGroup pic shares over the past nine years compared to an equivalent investment in the FTSE 250 and in our comparator group. The FTSE 250 Index has been selected as it provides an established and broad-based index, of which the Company is a constituent.
Total shareholder return

1*0-


31AT3W9 31/K.V10 31/0-V11 31/03/12 31/03/13 31/fJ3'14 31/03/15 31.03/16 31/03/17 31/03/18
— FirstGroup pic FTSE 250 Index
Tntal shareholder return Total shareholder intern
Sriuco: ttamaon R-jutcisDaUstream
TSR is measured according to a return index calculated by Datastream on the basis that all the Company's dividends are reinvested in tho Company's shares. The return is the percentage increase in the Company's index over the nine-year period.
Remuneration of the Chief Executive
The table below shows the total remuneration figur e tor the highest paic Executive Director, the Chief Exec; itivo, during each of the past nine years. The total remuneration figure indudes ihe annua! bonus and LT it* awards which vested bayed on oerieenar ice in those years. I he annual bonus percentages show ihe payout for each year as a percentage of the maximum.
2010' 2011' 2012 2013 2014 2015 2016 2017' 2018
Total remuneration
(COOOs) 802 503 1,055 1,068 1,986 1,647 1,243 1,267 ¦ 1,100
Annual bonus (%
maximum potential) - 43.6 J 59.1 57 15.9 -'
LTIP vesting (%) •- - - - - - 103 -_
Rentes lo the remuneration of Sir Muir LocKhcad, who resigned as Chief Executive in November 2010 From 1 Novembei 2010 to 31 March 2011, Tim O'Toole received a remuneration of C357.000
Raates to the remuneration of Tim O'Toole who was appointed Chief Executive in November 2010
Tim O'Toole waived his bonus in 2012 and 2013
A bonus was not paid lo Tim O'Toole in 2017 and instead lie received a conditional deferred share award






FirstGroup Annual Report and Accounts 2018

Percentage change in remuneration levels
The iflblr! below .shows the nxvemsh; in thosaiaiy, benefits and ar.r.ja! bonus tor tha Chaf F.-cocv.-Uve bowcon the current ana ryovious fSnana-ai year compared to that for (he average UK employee (Rrst Bus and Rrst Rail, but excluding Group). The Committee has chosen this comparator as it (eetatnat it piovides a more appropriate: refaction of the earnings cf'Jic average wo'ker than fiemov&iriei:* in ilia Group's total wage bill, which is distorted by movements in the number of employees and variations in wago practices in the US. However, the Committee will re-assess the con ipararor in 2018/19 to ensursit remains appreciate. Frr thr- benefits and" bonus rer e-nrtlrr/efj. the fifjures are cased on those emoloyees eligible to participate In such schemes.
Base salary Bnnetns Annua) bonus
Chief Executive 0% (2.3)%' 0%2
UK employees ' 2.89%:1 6.86% (4.95)%4
flu: dowcris*; inbenoKs is ciuo tc trie inuii'.t a* tho iina'ige in riThe Chief Executive did not receive a bonus for 2017/18
Pay increases for the majority of UK employees in First Bos ana First Rail are collectively bargained wilh traue unions in individual operating companies In First Bus and First Rail. Some of these agreements are multi-year deals. Typical increases for 2017/18 were in the range 1-3%.
ilii'i intlrixs IIin (ov;.:i t-.Tvd .ii d:s<:rt:t!Onn!y t/.on.iscs p*ii(i in .vxmio! O'.ji IKnnfino':r:'.iom A'A'i '.ii ;o &*>.y;.f)i} t.i;Relative importance of spend on pay
The tnhie below ill; istrales the Company's expenditure on pay « comparison to adiustod operating p- oil 1 and distributions to shareholders by way of dividend payments.
2018 £m 2017 Em % change
Adiusted operating profit1 317 339 (6.5)
Distributions to shareholders - - -
Total employee pay" 3,162 2,945 7.4
Group ;r.:jjs!t>d opwaimg piofll has bear used as a compAn&cr a? it is a Ksy fhM-.nd irer"c v.WrJ: tha Dear') non-AK-rs whan assessing Cr~rsny performance;
Total employee pay ts the total pay for all Group employees, including pension and social security costs. The average monthly number of employees in 2017/18 was 100,046 (2016/17: 100,891).
Wider pay and benefits environment
li i addition to competitive Day, FirstGroup offer;; a wide range of employee benefits to ai: employees regardless ol rote. We are committed to hefoing our colleagues save for retirement through a variety of company pension arrangements and retirement plans, and a further key element of our employee engagement strategy is the opportunity to share in the growth and success of the business through our UK employee share plans
Other banelfls in tho UK include discounted travel on cur rail and bus services, and rjsccunto cn shopping, entertainment and eating out. We also operate childcare voucher schemes across our UK businesses and our Employee Assistance programme offers aU employees access to free, 24/7 confidential telephone, online and face lo face advice fcr problems they T-ay oe experience ig at home or work.
nro^rm inrl r anai-la anH enmo r>T tV 1/ liirijar I Ik11 ii lull iuuuju 11 jum HtoIh rum rinriinntnH in hni irn flr-r-i ipatirvinl Hoarrh toamft: r» ir nthfir businesses
use external specialist advisers to support employees with health problems which may be affecting their performance at work.
In the US we offei a broad spectrum of health a ia welfare benefits lo our smoioyeos and thar 'rimtes. including life insurance, health, dental and wsior i benefits for employees and their dependents. We encourage early prefiararion 1c.r -rV'^mvi ;(!ht argf r an atb actrw* 401 ik) retirement savngs plan, and we also provide disability plans for short and long term illness. Employee and family wellbeing is a focus through our 'Route to Rewards' wellness program, and throughout the year we encourage participation in wellness activities. In Canada, we provide a range of company pension arrangernw'ts and redremait rfaiis to support aiiploywos in saving for • eO'ry nent. Our ert>o!cy-:o taPe'ns n-duo's li'o insuraiice, heakh and dental benefits, and dioantlity coverage 'or employar-'s and their Heperttents.
All ourdiviSiiit>s it.:' wcrkp'yc; ¦.¦ealJr amJ \\c pr-^ixmrn ¦<: s.'opo'. t^:-'i:\ .'¦nJ lx-vi:i.>.v
More information can be found in tho 'Our People' section on page 27 Non-Executive Directors' (NED) and Chairman's fees (audited)
The Chairman's fee was reviewed and increased from £230,000 to C295.000 with effect from 1 December 2017. I his fee had not been inaeased
sirr-e WoUhart I lauaf *'-> np| xantmo'-t as 0>-won in :?01"'. '\»; fvlv&vnxt'%-t>.r&*>si'.^ 'rlfict tl*-.: lo-p-v-dr* ot ll w rele and tho time commitment required of tho Chairman.
With Wolffian Hauser now stepping up to the position of Executive Chairman, the Committee will bo considering a temporary increase to his fees
co rrfrrc: ' V .-".ir I. tic-isl in no :x:i< tr ii? i: ,.nd i\~ be :;;rio;,v¦'! in !rV ror .' 'i. ¦¦ -r ¦ ¦:•




FirstGroup Annual Report and Accounts 2018

Directors' remuneration report continued




The NEDs' fees, which include the Group Employee Director, were reviewed in August 2017 and increased from £55,000 to £58,000. The .TddiSorwl fe?;> for the Hanoi' Ihdep&i rdent Director snc tlx Chair ri tlie Ronrd Sa'ety Cot'imitlco woe ntsc rcvtewod a rd increased from £10.000 to £12,000 to bring them in line with the additional fees for chairing the Audit and Remuneration Committees. The NEDs' fees will not oe ^creased r. 70UV19.
Benolits'
Non-Executive Direcior
Wolffian Hauser Warwick Brady Jimmy Groombridge' Drurnmond Hall Martha Poulter David Robbie3 Imelda Walsh Jim Winestock
2018 EOOOs
285 58 49 70 49 11 70 70
2017 COOOs
£80 54
63

65 64
2018 COOOs
2017 EOOOs
2018 EOOOs
285 58 49 70 51 11 70 75
2017 COOOs
280 54
63

65
The Company meets all reasonable travel, subsistence, accommodation and other expenses, including any tax where such expenses are deemed taxable, incurred by the NEDs and the Chairman in the course of performing their duties.
In addition to his fea as a Group Employee Director, Jimmy Groombridge received earnings from the Group as an employee amounting to f.21,251. As a participant in tho RAYf-he received 681 sterns-Jung thefiiisnwlvear. Based on the middle iriaifcat dusfnrj t 'ice ol a share on 2S (vtmch 8016 of 82.10 petwe, thi value cf these were E560.|109|David Robbie was appointed on 2 February 2018. Former Non-Executive Directors
Richard Adam' 64|99|- - 64
1 Richard Adam resigned on 2 February 2018.
External board appointments
Where Board approval is given for an Executive Director to accept an outside non-executive directorship, unless the appointment Is in connection with the Group business, the individual Qrector is entitled to retain any fees received.
During the year, Tim O'Toole has not neceived any remuneration for serving as an Independent Non-Executive Director of Edison International and Southern California Edison, and as a board member of the US National Safety Council.
Payments to past Directors and payments for loss of office (audited)
There have been no payments to past Directors and no payments lor loss of office during 2017/'8.

Non-Executive Directors' interest in ordinary shares (audited)
: he beneficial interests of tho. Non-Exocutr/o Directors and their connected persons who held office at 31 March 2018 in trie shares of Iho Company as at that date and 1 April 2017 are shown below. Shares are held outright with no attaching performance conditioris. Jimmy Groombridge holds his shares in the FirstGroup Share Incentive Plan CSIP") trust.
Ordinary shares
bonoilcuilly owned at Ordinary shares
1.4.17 or date ot beneficially owned at
appointment, il later 31.3.18
WoiThart Hauser 284,558 284,558
Warwick Brady 108,701 108,701
Jimmy Groombridge' 3,207 3,888
Drurnmond Hall . 30,990 30,990
Imelda Walsh : 9,429 19,429
Jim Winestock 64,743 64,743
Martha Poulter1 - 60,000
David Robbie3 - 30,000
t Jimmy Groombridge participates in the Company's BAYE schorne His snares aie held in the GIF trjsi. As Hxplaiiisri on page 89, if the Partnership Snares were removed from the SIP trust within three years, the corresponding Matching Shares would be forfeited Jimmy Groombridge acquired 343 sliares botwoon 1 April 2018 and tho dato of approval of this report
Martha Poulter was appointed to the Board on 26 May 2018
David Robbie w

FirstGroup Annual Report and Accounts 2018

Non-Executive Directors' dates of appointment
Non-Executive Directors have an agreement for service for an initial three-year term, which can be terminated by either party giving three months' notice. In iiro w th tho Code, sit Non-Cxecutta: Dfectors, nduding the Chairman, are subject to an-ui.il re-ejection by shareholders a: each AGM. The table below sets art the aopesntrnent o?*«s for thoso NcrvE-xcctitive I s >viic served riumg the year ending 31 WariVi J'Ulo. 'H.y will &:!. except for:-Wind Admri who stopped down on 21 ehru.ny 20i.->. out '.'>.:'••r.?!,:x: iorwaio fot election or rc-iteciion nl t.o APiM, 17 July 2.C13.
Non-Executive Director
Wolfriart Hauser Richard Adam Warwick Brady Jimmy Groombridge Drurnmond Hall Martha Poulter David Robbie Imelda Walsh Jim Winestock
Dato of appointment
19 May 2015 24 February 2017 24 June 2014 26 May 2017 24 June 2014 26 May 2017 2 February 2018 24 June 2014 1 August 2012
Role of the Remuneration Committee
The Committee is primarily responsible for determining and recommending to the Board the framework for executive remuneration and for determining, on behalf of the Board, tho remuneration of Executive Directors and senior managers.
The Committee's full terms of reference are available on the Company's website. The Committee's principal responsibilities are
sum.mansi.-d below:
« determining and agreeing with the Board the framework for executive remuneration that ensures Executive Directors and senior managers are provided with appropriate incentives to encourage enhanced performance and aro rewarded in a 'air and responsible manner for their individual contribution towards the success of the Company
« ensuring that the remuneration policy is appropriate and consistent with effective risk management
» within the agreed framework, setting and ctetermining the total individual remuneration arrangements for Executive Directors and senior managers, giving due regard to individual and Company performance, and remuneration trends across the Group
¦ approving tho design of, and determining the targets for, any performance-related plans and the total annual payments made under such
plars to Executive D rectors ard senior managers • determining the terms of employment and remuneration of each Executive Director and senior executives, including recruitment and
termination arrangements
Membership
The current members of the Committee, who are all independent Non-Executive Directors, are: Imelda Walsh, Chair; Drurnmond Hall,
trie Sopot independent Director, and David Robbie, who joii 'od the Committee in March 201S
Other attendees at the Committee meetings include the Chairman, the Chief Executive, the CFO, the Gnoup Employee Director, the Group Corporate Services Director, the Group HP, Director, the Group Head of Reward and PwC, the Committee's external adviser. The General Counsel & Company Secretary is the secretary to the Committee. Attendees are not involved in any decisions, and are not present for any discussions, regarding their own remuneration.
After each meeting, the Chair of the Commitlee presents a report on its activities to tho Board.













FirstGroup Annual Report .ind Accounts 2CM8 93

Directors' remuneratioirt^lWrl continued





i Committee activities
; In line with its remit, amongst other matters, the Committee took the following actions during the year:
, ¦ assessed the level of achievement against objectives under the EABP and LTIP « reviewed the metrics, definitions, weightings and targets of the EABP and LTIP « confirmed that the LTIP awards granted in 2014 would vest at 16.3% based on EPS performance
approved individual remuneration arrangements for Executive Directors and senior managers
approved the granting of awards under the EABP, LTIP and Executive Share Plan
reviewed and approved the Directors' Remuneration Roport and changes to the Remuneration Policy
» discussed current trends In remuneration practice and corporate governance, including shareholders' representatives' guidelines and policies
reviewed its terms of reference
* reviewed the performance of its advisers and that of the Committee
External adviser
The Committee has authority to obtain the advice of external independent remuneration consultants. It is solely responsible for their appointment, retention and termination and for approval of the basis of their fees and other terms. Over the course of the year, the Committee was supported by PwC, who war- appointed by tiro Qynmjnee in 2014. The Chair of Hie Committee agrees the protocols under v>.PwC is a member of the Remuneration Consultants' Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting In the UK.
During the year, PwC provided independent advice and commentary on a range of topics including Directors' remuneration reporting, discretionary share plans, corporate governance and executive remuneration trends and shareholders consultation. PwC tees for advice provided to the Committee were E67.950 (2017: £32,200), charged on a time-and-materials basis.
PwC also provided general consultancy services to RrstGioup during the year; however, trie Ccmrviltse is rattafiod that this does riot compromise the Independence and objectivity ofthe advice it has received from PwC, which has no other connection with the Company.
Shareholder votes on remuneration matters
2017 AGM Annual Report on Remuneration
2016 AGM Annual Report on Remuneration
2015 AGM Remuneration Policy
2015 AGM Annual Report on Remuneration
Votes tor
Votes against Total votes cast Votes withheld*
902,019,470(91.32%) 85,771,076 (8.68%) 987,790,546 222,240
799,2035,216(96.53%) 28,761,378(3.47%) 827,996,594 118,668,660
779,923,966 (93%) 60,313,189(7%) 840,237,155 31,366,783
800,928,123(95%) 39,629,664(5%) 840,557,987 31,045,951
Note: A 'Vote withheld' is not a vote in law and is not counted in the calculation ofthe votes 'For' and 'Against' a resolution.

Imelda Walsh
Chair, Remuneration Committee 31 May 2018













FirstGroup Annual Report and Accounts 2018
Directors' report and additional disclosures
Page
Section
The Directors present their report on the ;rf;iii s of tr.p. Gi ouo, together wiil 18's audited 'iila^ciol stiKuro as and tl 101 eport of tl io auditor for the year ended 31 March 2018. Information required to be disclosed in the Directors' report may be found below and in the following sections of the Annual Report and Accounts, in accordance with the Companies Act 2006 (the "2006 Act") and U'sting Rule 9.8.4R of the Financial Conduct Authority (the "FCA"):
Information
Corporate responsibility
23
Sustainability governance and greenhouse
Chief
Executive's report
-,r-. emisrjo'ia
Likely future developments
Principal nsks and uncertainties
in Iho business
34 and 44
Risk factors and principal risks; going concern and viability statements
Corporate
Governance
report
50
Directors'
remuneration
report
85
Governance' arrangements; human rights and anti-corruption and bribery matters
Long term
i".cei ifivo schemes
Financial statements
Financial instruments and related market transactions
130
Directors
The Directors of tho Companv who served
during the year and their biographical details are shown on pages 46 and 47. Richard Adam and Tim OToole stood down from the Board on 2 February and 31 May 2018 separately. Details of Directors' interests in shares can be found in the Directors1 remuneration report on pages 69 and 92.
During the year, no Director had any iTterest in any shares or debentures in the Company's subsidiaries, or any material interest in any contract with the Company or a subsidiary hf>ry .-< coi;'M' t ofricifiCimcemttfrmxt '¦> the Company's business.
Powers of the Directors
The Directors are responsible for tho management of the business of the Company and may exercise all pcwei s of the Company subject fo (ippli(.aol;'i kiatvation and regulation and the Company's Articles.
Directors' indemnities and liability insurance
FirstGroup maintains liability Insurance for Its Directors and Officers. The Company nas also granted indemnities to each of the Directors ets well as the General Counsel S Con i| :ar ry Secretary, the Group Director of finance, the Group Financial Controller, the Group Treasury & Tax Director, the CrAjf information OfTcer, the Greyhound President and an Officet of FGI Canada to tha extant permitted by law. These indemnities are uncapped in amount, in relation fo certain losses and liabilities which they may incur to third part'es m the course of acting as a Director (or Officer or Company Secretary as the case may be) of the Company or any of its associated companies. In the case of Group Director of Finance, the Group rjnanctal Controller, the Group Treasury & l ax Director, me Chief Information Officer, the Greyhound Resident and an Officer of FGI Canada the indemnities are limited to their actions as Directors of i-podfic associated companies. Neither the indemnity nor insurance cover provides ewer in tine event that a Director (or Officer Qui i ipai ly Oecwtai y aa the eaao may be) r an ongoing basis.
Share capital
As at 31 March 2018, the Company's issued share capital was 1,210,832,034 ordinary shares of 5 pence, each credited as fully paid. The Company holds 157,229 ordinary shares rr treasi vy. anS tha issued share capital of the Company which carries voting rights of one vote per share comprises 1,210,674,805 ordinary shares. Further details of the Company's issued share capital are shown in i 'oto:.:/ to tiv: Corrpaiv/s fmaioial statements.
The Company's snares are listed on the London Stock Exchange.
Substantial shareholdings
As at 31 March 2018, the Company had been notrtal under tho FCA'.-, Disclosure, Cu dance and Transparency Rule (" DGTR") 5 of the following interests in its total voting rights of
3% or more:
Nome of holder
Vldacos Nominees
Ltd - H§BC
Custody Nominees
(Australia) Ltd 71.695,290
Number of % of total ordinary voting shares rights
64,283,712
5.33


5.95
Schroders pic
Jupiter Asset Management
Umited 60,603,024 5.03
vldacos
Nomiittas Ltd 59,397,756 4.93
"here have been no further notifications between 31 March 2018 and the date of
this report.
Articles of Association
The description in this section summarises certain provisions of the Company's Articles and applicable Scottish law concerning companies, "ha sumrrvyy is qualified in it;- t-nti'^v hyififeronce io fits Gomoany's Articles and the 2006 Act. Tne Company's ; Articles may be amended by a special ; resolution of the Company's shareholders.







FirstGroup Annual Report and Accounts 2018

Directors' report and additional disclosures continued
Shares
The rights attached to the ordinary shares of »¦» Company am ;)e&**i !n t'te Company's Articles. No person has any special rights of control over the Company's share capital and al! issued shares are fully paid.
Voting rights ,
Shareholders are entitled to attend and vote at. any general meeting of the Company. It is the Company's practice to hold a poll on every resolution at general meetings. Every member present in person or by proxy has, upon a poll, one vote for every share held. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this, purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding. The Notice of the 2018 AGM accompanying this' document specifies tho deadlines for exercising voting rights.
Dividend rights
Shareholders may by ordinary resolution declare dividends but the amount ofthe dMdend may not exceed the amount recommended by the Board. The Directors
are not recommending Ihe payment of a final dividend this year.
Transfer of shares
There are no specific restrictions on the S'2e of a holding nor on the transfer of shares which are both governed by the general provisions of the Company's Articles and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights at any meeting of the Company.
Employee share plans
Tho Company operates a number of employee share plans, details of which are set out in i tote 35 to Ihe consolidated financial statements. Kleinwort Benson (Guernsey) Trustees Limited, as trustee of the FirstGroup pic Employee Benefit "rus! EBT). holds uiaisw in the Company in trust in order to satisfy awards made to participants under tho Company's employee sharo plans. The EBT waives its rights to vote and to dividends on the shares it holds which are unallocated.
! Under the niles of the FirstGroup pic Share j Incentive Plan, also known as BAYE, ! employees buy Partnership Shares and ; receive Matching Shares in theCompany. In ! orilc to prvscrve ocrtan t lax benefits these shares are held in a trust by Computershane for employees. Whilst these shares are held in trust, ihe voting rights attached to them are exercised by the trustee, but onty at the direction of the employees.
All of the Company's employee share plans contain provisions relating to change of control. On a change of control, options and awards granted to employees may vest and i become exercisable, subject to the satisfaction of any applicable performance conditions at the time.
Further details on the Company's employee share plans can be found in the Directors' remuneration report on page 68.
Purchase of own shares
At the AGM of the Company in 2017 authority was granted for the Company to purchase up to 10% of its ordinary shares. During the year no ordinary shares were purchased. Under the existing authority the Company may purchase up to 120,791,435 ordinary shares. This authority remains in place until the 2018 AGM, when rhe cor npany intends in to seek a renewal.
Political donations
At the 2017 AGM, shareholders passed a resolution to authorise the Company and its subsidiaries to make political donations to political parties or independent election candidates, to other political organisations, or to incur political expenditure (as such terms are defined in sections 362 to 379 of tl le 2006 Act), in each case in amounts not exceeding £100,000 in aggregate. As the authority granted at the 2017 AGM will expire, renewal of this authority will be sought at this year's AGM. Further details are available in the Notice ri AGM As a rest ill of Ihe broad defirriior used in the 2006 Act of matters constituting ; political donations, it is possible that normal
business activities, which might not be thought j to be political expenditure in the usual sense,
! could be caught. Accordingly, authority is \ being sought as a precaution to ensure that | the Company's normal business activities do : not infringe the 2006 Act, but it is not the policy of the Company to make donations to EU
political organisations or to incur other political ¦. expenditure in Ihe EU.
In tho US it is far more common for businesses to participate in the political process through a variety of methods. During the year the Group's US businesses incurred political expenditure in the US of $18,948 (2016/17: j S67.748) in the support of their business goals. The Group has fully complied with jurisdictional reporting of these contributions.
No other political donations or expenditure was Incurred by the Company and its subsidiaries during 2017/18.
Change of control - significant
agreements
Financing agreements
The Group has a £800m multi-currency revoMng credit and guarantee facility between, amongst others, the Company and The Royal Bank of Scotland pic dated 22 March 2017. This refinanced the Group's existing revolving credit and guarantee facility. Following any change of control of the Company, individual lenders may negotiate with the Company with a view to resolving any concerns arising from such change of control. If the matter has not been resolved within 30 days, an indMdual bank may cancel its commitment and the Company must repay the relevant proportion of any drawdown.
The USSlOOm 4.17% notes due 2025, US$175m 4.29% notes due 2028, the £250m | 6.125% bonds duo 2019, the £350m 8.750% : bonds due 2021, the E200m 6.875% bonds ! due 2024 and the £325m 5.250% bonds due I 2022 issued by the Company may also be affected by a change of control of the Company In respect ofthe E350m 8.750% bonds due 2021, the £200m 6.875% bonds due 2024 and the E325m 5.250% bonds due 2022, upon a change of control of the Company, provided that certain further thresholds in relatbn to the credit rating of the bonds are met, the bondholders have the option to require tne Company to redeem tho bonds. In respect ofthe US$100m 4,17% notes due 2025, US$175m 4.29% notes due 2028, upon a change of control, the Company must make an offer to noteholders to prepay the entire unpaid principal amount of the notes : held by each bondholder (at par) together with i interest accrued thereon.



FirstGroup Annual Report and Accounts 2018

First Rail
The Group's franchisee! passenger rail operators, First TransPennine Express Limited, First Greater Western Limited First MTR South Western Trains Limited (jointly owned with MTR Corporation) are each party to a franchise agreement with the Secretary of State for Transport. These franchise agreements are subject to termination clauses which may apply on a change of control. First MTR South Western Trains Limited, First TransPennine Express Limited and First Greater Western Limited and the Group's non-franchised rail operator, Hull Trains Company Limited, each hold railway licences as required by the Railways Act 1993 (as amended); those licences may be revoked on three months' notice if a change of control occurs wfthxit the approval of the Office of Rail and Road. All of these operators also require and hold track access agreements with Network Rail Infrastructure Limited under which they are permitted to access railway infrastructure. Failure by any of the operators lo maintsir r its railway licence Is a potential termination event under the terms of the track access agreements. The Group's railway operators also lease rolling stock from specialist rolling stock leasing companies such as Eversholt Rail Group, Porterbnook Leasing Company Limited and Angel Trains Limited. A material ni imber of ihe individual leasirg agreements include change of control provisions. The Group is also involved from time to time in bidding processes for UK rail franchises and transport contracts further afield which custon *tr«y include change in circumstance provisions which would be
triprjarori nn a nhanpo of control and could
result in termination or rejection from further participation in the relevant competitions.
; Significant shareholders' agreements
' The Group, through First Rail Holdings Limited, i has shareholders' agreements governing its relationship with MTR Corporation in relation to tf ic Sou.') VW?s!orn rpj 'r.vichisearxf with Trenitalia for the purposes of bidding for (and, if cjccesslut. epercfe-g) the West Coast Partnership and East Midlands franchises. As is customary, these agreements include provisions addressing cnange of control.
Post-balance sheet events
There have been no material post-balance sheet events as at the date of this report.
Employee involvement and policies concerning disabled employees
Throughout the Group, regular dialogue is maintained with employee representatives, including trade unions. Each division has its own information and consultation arrangements, with employees being represented by more than 30 different unions.
Across the group, full and fair consideration is given to applications for employ!i lent by people with disabilities. We are committed to supporting disabled employees, including employees who became disabled during their employment, with regards to training, career development and promotion.
Management report
The Strategic and Directors' reports together are the management report for the purposes of the FCA's DGTR 4.1.5R.
The Strategic report was approved on behatf of the Board on 31 May 2018.
Michael Hampson
General Counsel & Company Secretary
! 31 May 2018
395 King Street, Aberdeen AB24 5RP
















FirstGroup Annual Report and Accuunts 2018

Directors' responsibility statement
Statement of Directors' responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the Group and parent company fnancia" statements n accodance with applicable law and regulations. Company law rev rss the Drrectois to prepay fnanohl statements for easn fnsnaaJ year, tndar thst law, the Directors are required to prepare tho Grojo f ncmcial state nents r; xcard&Ko with International Rnancial Reporting Standards (IFRSs) as adopted by tho European Union and Article 4 of tho IAS Regulation and have chosen to prepare the parent company financial statements n accordance win applicable UK Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) and applicable law.
Under company law, the Directors must not approve the financial statements unless Ihey are satisfied that trey give a true and lair view of the state of affairs of the Company and of tha profit or loss o* the Company for that period. In preparing the parent company financial statement, tho Directors aro required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
¦ state whether applicable UK Accounting Standards, including FRS 101, have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it .s inappropriate to presume that the Company will continue
n business.
j m preparing trie Gioup financial sttlon u'mts. International Accounting Standard 1 requires i that Directors:
I « property select and apply
| accounting pcttaef.;
j • present information including accounting j policies, in a manner that provides relevant,
reliable, comparable and understandable ! information; provide additional disclosures
when compliance with the specific | requirements in IFRSs are insufficient to j enable users to understand the impact of i particular transactions, other events and | conditions on the entity's financial position | and financial performance; and
| ¦ make an assessment of the Company's ; abifty to continue as a going concern.
, Tne Directors are responsible for keeping ! adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable j accuracy, at any time, the finance.1 position | of the Company and enable them to ensure j that the fi nancial statements comply with ; tl ie 2006 Art They are also responsible for j safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities, and have adopted a control framework across the Group.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement
Each D.'cctoi' confirms to tho bsst-of their knowledge that:
the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the
I undertakings included h the consolidation taken as a whole;
the Strategic report and Governance section include a fair review of the development and
\ performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and
the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's and the Group's position and performance, business model and strategy.
The Strategic report comprising pages 4 to i 44 and the Governance section comprising pages 46 to 97, and including the sections of the Annual Report and Accounts referred to in these cages, have been approved by the Board and signed on its behalf by:
Matthew Gregory
Chief Financial Officer 31 May 2018
395 King Street, Aberdeen AB24 5RP













98 FirstGroup Annual Report and Accounts 2018


Consolidated income statement
For the year ended 31 March




2018 2017
Continuing Operations Notes Cm Em
Revenue 3,5 6,398.4 5,653.3
Operating costs (6,594.6) (5,369.7)
Operating (loss)/profit _ _ _ 5,6 (196.2) 283.6
Investment income 8 1.3 1.2
Finance costs _ _ 8 !1??;0L_ (132-2)
(L.oss)/pro»it before tax (326.9) 152.6
Tax 9 36.0 (36.5)
(Loss)/profit for the year (290.9) 116.1
Attributable to:
Equity holders of the parent (296.0) 112.3
Non-controlling interests 5.1 3.8
(290.9) 116.1
Earnings per share
Basic 10 (24.6)p 9.3p
Diluted 10 (24.2)p 9.2p
Adjusted results'
Adjusted oooraling profit 4 317.0 339.0
Adjusted picfitbelore tax 4 197.0 207.0
Adjusted EPS 10 12.3p 12.4p
1 Adjusted for certain items as set out in note 4
The accompanying notes form an integral part of this consolidated Income statement.


























FirstGroup Annual Report and Accounts 2018




I
Consolidated statement of comprehensive income
Year ended 31 March

(Loss)rprofit for the year
Items that will not be reclassified subsequently to profit or loss
Actuarial gains/UossosJ on dehica benefit pension schemes
Oolioi red mr. on act'rarialc-^ina'ilo^sosi on do1:tv. serine?
! lorrsrrod Vm it rieiiiitrd btmci: pension 'x^enitrs duo lo L'S lax roform
Items that may be reclassified subsequently to profit or loss
Derivative hedging instrument movements Deferred tax on derivative hedging instrument movements Deferred tax on derivative hedging instruments due to US tax reform Exchange differences on translation of foreign operations
2018 Cm
(290.9)

26.6 (6.2) (20.4)

45.1 (9.3) (14) (324.9)
(290.5)
2017 Em
Tia~

(89.7) 7.3
(82.4)
69.7 (19.0)
356.2
406.9

Other comprehensive (lossj/lncome for the year

Total comprehensive (loss)/income for the year
Attributable to:
Equity holders of the parent Non-controlling interests
(586.5)
5.1
(58114)
436.8 3.8
440.6
The accompanying notes form an integral part of this consolidated statement of comprehensive income.


























FirstGroup Annual Report and Accounts 201B

Consolidated balance sheet
As at 31 March




2018 2017
Note Em Em
Non-current assets
Goodwill 11 1,496.8 1.956.1
Other intangible assets 12 89.8 150.6
Property, plant and equipment 13 2,090.1 2,276.5
Deferred tax assets 25 37.7 25.8
Retrancnt ixsnsfit assets 36 32.5 34.0
Derrvsft/o trwrv-ial mrtnirnoms 24 25.0 48.6
Investments .14 31.0 33.3
3,802.9 4,524.9
Current assets
Inventories 16 56.0 64.5
Trade and other receivables ' 17 888.0 790.9
Current tax assets 2.9 0.7
Cash and cash equivalents 20 555.7 400.9
Assets held for sale 18 0.9 2.9
Derivative financial instruments 24 27.3 1.7
_ ' ~_ -~i _ ¦ _ ^JSOOS 1,261.6
Total assets 5,333.7 5,786.5
Current liabilities
Trade and other payables 19 1,437.4 1,155.3
Tax liabilities - Current tax liabilities v 3.8 5.1
- Other tax and social securrty 31.7 20.3
Borrowings 21 351.5 204.4
Oenvalrve financial instalments 24 6.7 29.5
1,831.1 1,414.6
Net current liabilities 300.3 153.0
Non-current liabilities
Borrowings .21 1,339.6 1,586.4
Da ivative financial instn n ricnt.5 24 3.0 8.6
Retirement benefit liabilities 36 306.2 392.5
Deferred tax liabilities 25 22^ 24.3
Provisions 26 341.0 284.2
_ , _ 2,012.0 _ _2j296.0
Total liabilities 3,843.1 3,710.6
Net assets 1,490.6 2,075.9
Equity
Sharo capital 27 . 60.5 60.4
Share premium 681.4 678.9
Hedging reserve ' 28 16.5 (17.9)
Other reserves 28 4.6 4.6
Own shares 28 (6.3) (1.2)
Translation reserve 29 383.5 708.4
Retained earnings 340.6 621.9
Equity attributable to equity holders of the parent 1,480.8 2,055.1
Non-controlling interests 9.8 20.8
Total equity " 1,490.6 2,075.9
The accompanying notes form an integral part of this consolidated balance sheet.
Tim O'Toole
31 May 2018
Matthew Gregory
31 May 2018



FirstGroup Annual Report and Accounts 2018

Consolidated statement of changes in equity
Year ended 31 March




Snare Share Hedging Othor Own TransbSon Retained controlling Total
capital premium reserve reserves shares reserve earnings Total interests equity
Em Em Em Em Em Em Em Em Em Em
Balance at 1 April 2016 60.2 676.4 (68.6) 4.6 (1.4) 352.2 585.4 1,608.8 24.4 1,633.2
Total comprehensive income for the year - - 50.7 - - 356.2 29.9 436.8 3.8 440.6
Shares issued 0.2 2.5 2.7 - 2.7
Dividends paid/other - (7.4) (7.4)
Movement in hB I and treasury shares 0.2 (1.6) (1.4) - (1.4)
Share-based payments - - - 8.2 8.2 - 8.2
Balance at 31 March 2017 60.4 678.9 (17.9) 4.6 (1.2) 708.4 621.9 2,055.1 20.8 2,075.9
Balance at 1 April 2017 60.4 678.9 (17.9) 4.6 (1.2) 708.4 621.9 2,055.1 20.8 2,0755
Tots! comprehensive (lossVincome for the year - - 34.4 - - (324.9) (296.0) (586.5) 5.1 (581.4)
Acquisition of non-conlrofling interests' - ¦ - - - 13-8 13.8 (13.8)
Shares issued 0.1 2.5 „-.. _ 2.6 - 2.6
Dividends paid/other - -' - - - - - (2.3) (2.3)
Movement in EBT and treasury shares _ ^ _ _ (5.1) - (8.0) (13.1) - (13.1)
Share-based payments - - __T _ ~ Z_ ~ 8 9 _a9 _ - a9_
Balance at 31 March 2018 60.5 681.4 16.5 4.6 (6.3) 383.5 340.6 1/480.8 93 1,490.6
1 On 19 January 2018. the Group completed tne acquisition of the remaining 49% share in Miles Square Transportation Inc from the non-controlling interest party at a fixed pncr. -if £19.1111. Inc ukscdno of ti'is put option resulted m tho lavtvs-J uf trw (iv-ncis! ftaoBty through. «:i.i!iy.
The accompanying notes form an integral part of this consolidated statement of changes in equity.




























FirstGroup Annudl Report and Accounts 2018 103

Consolidated cash flow statement
Year ended 31 March




2018 2017
Note Cm Cm
Net cash from operating activities 31 636.9 520.4
Investing activities
Interest received 1.3 1.2
Proceeds from disposal of property, plant and equipment 11.4 43.0
Purchases of property, plant and equipment (395.9) (374.1)
Purchases of software (26.8) (30.2)
Acquisition of businesses (2.9)
Acquisition of non-controlling interest (13.8)
Net cash used in investing activities (426.7) (360.1)
Financing activities
Dividends paid to non-controlling sharehotaers (1.1) (11-9)
Slwf* purchased fry rmpkye* Benefit Trust (11-2) (1.5)
Shares issued 2.1 2.1
Proceeds from senior unsecured loans 193.3
Repayment of bond (300.0)
Repayment of senior unsecured loans (76.5) (41.0)
Drawdowns from bank facilities 197.0
Repayment of loan notes - (0.1)
Ropi.ryine'iis undo' I IP cor iS acts a id firant.e I'wses (62.1) (75.0)
Fees foi firwrrra facilities (1.0) (1.8)
Net cash flow used in financing activities (59.5) (129.2)
Net Increase In cash and cash equivalents before foreign exchange movements 150.7 31.1
Cash and cash equivalents at beginning of year 400.9 360.1
Foreign exchange movements 4.1 9.7
Cash and cash equivalents at end of year per consolidated balance sheet 20 555.7 400.9
Cash and cash equivalents are included within current assets on the consolidated balance sheet.

Note to the consolidated cash flow statement -reconciliation of net cash flow to movement in net debt




2018 2017
Note Cm Em
Net increase in cash and cash equivalents in year 150.7 31.1
rwcresw in dr*l and finsies foasr.o ' 48.3 116.1
Net cash flow 199.0 147.2
Foreign exchange movements 23.2 (26.5)
Other non-cash movements (2.6) (0.4)
Movement in net debt in year 219.6 120.3
Net debt at beginning of year (1,289.9) (1,410.2)
Net debt at end of year 3? (1,070.3) (1,289.9)
N°t cash flow i;i siffitr!! cr:* to cafin 'mw«'ll id.jtion ty ceul r;n;1 f'-an:-: leas'.'^. Net debt excluoes all accrued interest.
Ih:.- .-i.vi's'ii\'r-/'-. >i\ rv.i::<; v ><; -ic.jr: U .ii! of U; .li' i''.:i ¦. w:. • ,ii;::i'::iii.




FirstGroup Annual Report end Accounts 2018

Notes to the consolidated financial statements
General information
FirstGroup pic .1 :>jrii|vw-y'iiif'"K--cr:itr.-d Ir, tins United rO.iKiOim i.:irt«.r ii'-f: CoiMijamss A;;' 2006. Tho jddreysrrf tr1;; rpjisicioil o'tior; is "flu King Stio^t, Ahi-rdc-en. A'!?-i ->i"li-' P;c i-.'rtur-.; w ihe Giojp'v. yr>o.,'i'.ioi!:~. aro its pr.ntuvi' a;-!;vi'i;;<; set '-cl in ihe .St'nicrjic repoit on paijot; -1,0 "4
flies'; financs;-! stfitrtniems aiC presented in ijounds Storting, r-onaign ivMr.niu'w are inoluct;d in aocyrcanco wui tlie accounting politics set out h 1 note ?.
Significant accounting policies Basis of accounting
Tho- firanuaf stiiksmsv its have to in |.-iep3ic:d i-i accordance with l!"HSs :iOi;;tio-i and m trior:**! 'or jse in 'hi- Swcssninirv ¦ and tlirnefore comply with Article 4 of the EU IAS Regulation.
hie financial statements I irtve been prepared on the hisloncal cos! basis, 'ixcepl for the ieviiii.aticn of cor Ian 1 tntmcsfil 11 rsirui-.t-riis. and no a going concern basis, as described in the going concern statement within the directors' report and additional disclosures on pages 95 to 98. Tire principal accnunling polic es adopted are set out belcw,
fiic financial statements ft* the year endco oi March 2018. incltitici the revolts and fcnancol position year ended 31 March 2018 onci (ho results ami financial posifion of all the other businesses for tne 53 weeks ended il (vtanJi The financial statements tor iho yv:.'.u enrred Ml Iv'arch ?0li' include'ho results and financial position of tho "list Rail busyness*'*, lo' ;hcve:ir ended 31 Mjrcti 201? and tfv results and financial position of all the other businesses for tne 52 weeks ended 25 Marcn 20 ' 7.
Basis of consolidation
me consolidated iVianci.il stafr-iiicnts inco1 'penate thn financial statements ot !lu< Company arid eriiiue>, ^mtioikiu by thy Company fits subsidiaries). Contiol is achieved whwe 11 le Company tins Ihe power to gove rn the financial and uncrating policies r»i an .iwcsioe entity so to obtain benefits from its acln . if.-es .
Non-controlling mtetesii- in suusidaries are identified separately trot nth* Group's equity interest thtiein. Those- interests, oi nori-controlliny shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation, may initially be measured at fair value, or at the non- controlling, interests' proportionate sharo of their fair value of the acqu&co's identifiable not assets. Tne chace of measurement Is made on an acquisition by acquisition basis. Other rion-controllinn interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests Is tho amount of those interests at initial recognition plus the non-controlling Interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if this results in the non-conti oiling internets having a cte'.cit balance.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments arc made to the financial statements of subsidiaries to Dnng the accounting policies uswd into lino with thos» used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation. Business combinations
The acquisition of subsidiaries is accounted for using the acquisitions method. The consideration for each acquisition is measured at the
'-"J'J'^J"'" •*"¦¦ •<•*' -'"hnnrjn nt nniWr jiwnn IHhilitinc inri irrarl nr agii imorl, and nqi nry ingtmmnntg ingMpH hy-fhfl
Group in exchange for connol of the acquirer. Acquisition-related costs aie inocgnised in the income siatemot 1 as rVicnnod.
TI11? ncquoco's identifiable assets, liabilities and contingent li-j&ilil-os tha: meet tfie conoitiors fry icco'jru'.ion undo ih'-iS 3 Business Combinations are recognised at their fair value at the acquisition date, with the exception of deferred fax assets or liabilities and liabilities or assets related to ?miployec beirofit ^ratwicmutits, iiahnitios m equity instruments relator.! to the mptacomont hytho Group of an .-u-qmroos sha e -based payment and non cunvint assets (or disposal groups) that are classified as -wld tor hale in i>The interest of non-controlling shareholders in the acquiree is initially measured at the non-controlling shareholder's proportion of the net fair
vrili.i!) if the Assets liah.lit.es and contingent M;ilitios ''ocoqn -:nii.
Assets held for sale
Assets held for sale aro measured at the lower of carrying amount and fair value less costs to sell
Ass>'ls jre ciissili'-r: ,«Mit for -h: ii their c^ryinc, .wioj-it vvili oe rnsrwrqd t'n^ifjn r. nwu«rf.i!( ;n-:oi,^r ;¦:•'<¦ 1 f--?;civ. rrav'ilion Management must be committed to the sale which should be expected to qualify for recognition as a cornpietod sale within one year of the da.ooroia-;«ffic;!!ioi




FirstGroup Annual Report and Accounts 2018 105

Notes to the consolidated financial statements continued




2 Significant accounting policies continued Goodwill and intangible assets
Goodwill arising on consolidation is recognised as an asset at the date that control is acquired. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously held equity intcrr:':! (,f any! in Hie entity ever i^e ne! 'j o requisition dale amounts oi ire lOen'ilnlMe assets asquufel and lialvilies assi irrKsd.
For the purpose of impairment testing, gooowill is allocated to each of the Group's cash-generating units (CGUs) which are tested for impairment annually, or more frequently where there is an indication that the CGU may be impaired. If the recoverable amount of the CGU Is less than the carrying amount of the CGU, 1he impairment loss is allocated to the goodwill of the CGU and then to the other assets of the CGU pro rata on ihe basis of tho carrying amount cf each asset in the CGU. An impairment loss recognised (ot goodwill is not rr-versed in a subsequent period. On aisoosal of asut,;;i(fi.it v, associate or pinfiyeoittrolleo entity, the ouribtit?!*? amenm of goodwill ss irdiaVd nt tne dotcrminalMi of .the orofit or Iocs on disposal.
Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to being tested for impair mo: it at that dato. Gooowill written off to reserves under UK GAAP prior to IWiO has not boon nmst-itrd arid ir; no; included in determining any subsequent profit or loss on disposal.
Computer software is recognised separately as an intangible asset and is carried at cost less accumulated amortisation and accumulated impairment losses. Costs include software licences, website development, costs attributable to the development, design and implementation of the computer software and internal costs dirticr.lv atlnbutnblc to the; software.
Tho existing finite life intangible assets have a 'esidual value of nil and arc amortised on a straight line basis ove* iheir usctul economic lives as follows:
Customer contracts - over the estimated life of the contract (9 to 10 years) Greyhound brand and trade name - over the estimated life of the brand (20 years) Franchise agreements - over trie initial term of the franchise (2 to 10 years) Software - over the estimated life of the software (3 to 5 years)
Revenue recognition
Revenue principally comprises revenue from train passenger services, road passenger transport, and certain management and maintenance services in the UK and North America. Where appropriate, amounts are shown net of rebates and sales taxes.
Revenue is recognised by reference to the stage of completion of the customers' travel or services provided under contractual arrangements as the proportion of total services to be provided. Receipts for season tickets and travel cards are deferred within 'Season ticket deferred income' and recognised in the income statement over the period covered by the relevant ticket.
Revenue in First Rail includes franchise subsidy receipts from the Department for Transport (DfT) and amounts receivable under franchise arrangements including certain funded operational projects. Franchise premium payments to the DfT for amounts due under the terms of a franchise are included in operating costs. Revenue also includes amounts attributable to the Train Operating Companies (TOCs), predominantly based on models of route usage, by the Railway Settlement Flan in respect of passenger receipts.
First Bus revenue principally comprises amounts receivable from ticket sales and concessionary fare schemes. Concessionary amounts are recognised In the period in which the service is provided. Greyhound coach revenue mainly comprises of amounts receivable from ticket sales. Other Bus, including Rrst Student and Rrst Transit, and sen/ices revenue from contracts with government bodies and similar organisations is recognised as the services ere provided.
Interest income is recognised on an accruals basis. Leasing
Leases ore classified ps rinrjneo lease? w-usievoi tho terms of the lease tiensfor substantially all Vie ris>s and 'awards of ownership to tiy -' lessee All other leases are classified as operating loases and Ihe Miual chaiges are charged against .ncctne on ;-i stra'uh:-lino has* over tho life ol tho lease,
Assets hriisr:d as. .issf is of the Gtoun,-;! t/wn fail I'alueif lower ai !io present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability is included in the balance sheet ^s a finance lease ouiKi^tiee. i. t^usn e.tynieriis are apportioned between fir rtnee ch,",rgns arri leoec: on ot t'v 'e:i"e oh! estio- so as to ttciwtvn a constant rate of interest on tne remaining balance of tho liability. Finance charges are charged directly against income, un ess they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group's general policy on borrowing costs (soo below).
I ifi1 le'ns received ;>nd :C i.'Mjo-o ;.s en •ico 'live !i> niter :elo ae . -p^r "fine lee:^ . ire s^vae on v;;.i;eli: i eei:o;?' over Ji e le,;1 e !enn








FirstGroup Annual Report and Accounts 2018

2 Significant accounting policies continued Foreign currencies
flic individual invincial Mrfcmcnbi ol o-.di Gioup company >-r« presented in ttw cuncncy cf Iho pmraiy eeonoieie or\iror«nciit in wMcji H operates (its feeciional curfKiir.y) Foi tho purpose- ol If in eonsciide.teu iitiyeoialrnialemeiils, the resets v.d finai,(;-ri position o: e;vT (~.'Ot:i> company are expressed in pounds Sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial stiitcinr.-.'iis.
In piepfiring ine (ina icio! rJai'rmcnts of ine individual connwiie.s, transactions in currenc.es otner than trio fjnciional ¦¦.urrrirn y ,uc recorder, at v.e rates of exchange prevailing on the oates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Dd.hangr: dif emnces srIn order to hedge its exposure to certain foreign exchange risks, the Group holds currency swaps and borrowings in foreign currencies (see note 24 for details of the Group's policies in respect of foreign exchange risks).
On consolidation, the assets and liabilities of the Group's overseas operations are translated at the closing exchange rates on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising from the average or actual exchange istos user) and trie period ond isle, if any, 8'0 classified as equitv and transferred to the Group :•¦ tr.mslatior .'eservo. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
Borrowing costs
Sorrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get icady for their intended use or sale, arc added to the cost of those assets, until such time a--, iho assets aie substantially ready for their intended use or sale.
All other burrowing costs -'re rocofinisod in profit or loss m iho period in which tnoy are incurred. Non-GAAP measures and performance
In rneasiinng '.hp Group anci diVision.il adiusted operating pet fori nance, additional financial measures dcivjd from iris reported results have
been used by management in order to eliminate factors which distort ycar-on-yoa<- comparisons. Inc. Grovp's adjusted per fori nar-ce is osed to
explain year on-year changes whan tho effect of certain Herns aie significant, including restructuring and reorgtwvsatit-n costs, p.oocrty uiscosals.
aged legal and self-insurance claims, onerous contract provisions, impairment charges and pension settlement gains or losses. In addition,
management assess divisional performance before other intangible asset amortisation charges, as these are typically a result of Group decisions
and therefore the divisions have little or no control over these charges Management consider that this overall basis incee aocroorialely reflects
operating performance and provides a belter understanding of the key performance indicators of tne business. See note 4 for the reconciliation
lu .len-OAAP nmiuurr/j nnd perloimarico ,
Subsequent revisions to adjusting items are also recognised as an adjusting item in future periods. In the current year non-GAAP adjusting items.prinoipalty relate to other intangible asset amortisation charges, onerous contiacl provision, impairment charr^s, ag«*1 set' insurance claims, restructuring and reorganisation costs, bond 'make-whole' interest cost and the Impact of the US tax reform. In trie prior year the non-GAAP adjusting items principally related to other intangible asset amortisation charges, restructuring and reorganisation costs and gain
on disposal of property
Retirement benefit costs
"ft to Group operates er pin iie:peixr.E in a littrnhoi cf pension schemes, which include both defined honoris sr.hj-np -. no defined contnnuticr sc hemes.
Payments Vi •lefimx! • .uittribiUo** 'oti"»--»»ns»il eenofii si.Hemes ,r« ciiaioed js an expense 4* llwy fail duo. ii.ei.: is r»y t g;« tf ;r. nsirueiive nd! gation lo pay nodi" omil tjcn'nbelitvis into a define;.! coelriuiioe scheme, it tne lend has msuM cicn; assets e ,-,.;>¦ ell e-'j leyo*;.; e-.-'u 'i ¦ relating to employee service m the current and prior periods.
r er (Mined bei'ssi ssHre':: , fie cos! of pi: a- ciiu. | 'uo"cUs is Jc's-unsed using tlx, ''op .ied 1 init Gtsoi. lA::'All past service costs are recognised immediately in the consolidated income statement.
Wne:e c'siiki.-s to I'id I Client;; ri iSer'Oi-t on drained Ur'iefii pi>"»i ¦¦•. son 'T:-,ui;"- a ; Iwritje -rthe change is recogniseo as a past service cnarge or credit in the income statement. Whore changes in assumptions can be made without changing the Trustee agreement, these are recognised as a change in assumptions in other comprehensive income.



FirstGroup Annual Report and Accounts 2018 107

Notes to the consolidatetffmancial statements
continued




2 Significant accounting policies continued
the ro'irrinoru bene'i: position .¦hcvwvs/-d in the- L:-lance s'v«:t \:|.s,-.:;•.;« inc present value oi the defies! b< neiii ocliyatir.-i i .:s redue. d Oy the fair value of scheme assets. Any residuai asset resulting from this calculation is limited to the present vaiue of available refunds.
Vaeous, iOCs in tho f irsi F&l b,is.:r!:;-s pari'eipatd in tho RaAvay:-- pension Scheme, whrti is an industry-wide defined ooi'&fi! ¦ "i.-;. '!'!•¦: G»:uo is obligated to fund the relevant section of the scheme over the period for which the franchise is held. The full liability is recognised on the balance sheet, which is then lesueed by a Iranchisa adjustnvet so !U-t trie lie; liability rfflscts the Group* obiitj.olioris io fund ,be scheme ever the franchise term.
Tax
The tax expense represents the sum of the tax currently payable and deferred tax.
Ihe tax currently pavcihlois based en 'fixsi;!e p'olt for Ihe y-:ai. raxahlopr-fit difv-rs from net profit us reeoitee in the income slntenien: because if. (weliiuVa i'.eins of income or expense liiat aro icxalilf o; deduelibie in other years end il fuitliei exclude:, nems tii.it ue nev:: i:-«eb!e or deductible. The Group's liability for currant tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date and includes an estimate of the tax which could be payable as a result of differing interpretation of tax laws.
Deferred tax is the tax expootedto co payable or recount able on differences botwoon the cariyfng amounts of assets and liabilities in the fewen! statements and the conespondino, tax bases usee "i thecompntailori of .axstte profit, and is accounted for using the balance sheer JabiMy method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent thai it is piobablo tha: taxable profits will bo svailaoie against which deductible temporary differences can be utilised. Such asjets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill, or from tho initial recognition (other than in a business combination) of otnor assets and liabilities in a transaction that affects pother the taxable profit nor the accounting profit.
, Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ' ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable piotis will bo available to allow all or part of the asset to bo recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised and is based on the estimated tax consequences of items that are subject to differing interpretations of tax laws. Deferred tax is charged or credited in tho income statement, except when it relates to items charged or credited In other comprehensive income or directly to equity, in which case the deferred tax is also dealt with in other comprehensive income or directly in equity respectively.
Defened tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by 'tis same tax authority and Iho Group intends to settle its current tax assets and liabilities cn a net basis.
Property, plant and equipment
Properties for provision of services or administrative purposes are carried at cost, less any recognised impairment toss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group's accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Passenger carrying vehicles and other plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost of assets, other than freehold iand, tho land element of long leasehold properties or on assets in the course ol construction, over their estimated useful lives, using the straight-line method, on the following bases:
Freehold buildings 50 years straight-line
Long leasehold buildings 50 years straight-lino
Short leasehold properties period of lease
Passenger carrying vehicles 7 to 17 years straight-line
Other plant and equipment 3 to 25 years straight-line
Assets held under finance leases a-o depreciated over i'ie;r expected useful lives on me s^reo basis as owned &<¦.<¦:<".*. c wi-vie stvn v. evi t tse term of the relevant lease.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and tne carrying amount of the asset and is recognised in income.
Capital grants
Capital grants relating to property, plant and equipment are treated as deferred income and released to the income statement over the expected ' useful lives of the assets concerned. Capital grants aro not recognised until there is a reasonable assurance that the Group will comply with the conditions attaching to them and tnat the gran's will be received





FirstGroup Annual Roport and Accounts 2018

2 Significant accounting policies continued
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
ir cder to dctcrmire the extent oi the impairment io ;* {if any). VVhe-e Ire ar;se'. poos not generate cosh 'ows thai are inooP'n 'deef-iorr. of.rv"i assets, the Group estimates the recoverable amount of the CGU to which the asset belongs.
Recoverable omourit is iho higher of lair value less posts to sell and vatuo "i use. In assesses value in ese. trie estimated luima cash Bows are riiseperitPd rr; tneir presort value using 3pre-wx discount rate thf.t rafted* enrront market assessetc-ets of lh<> irir-c v»uo oi money and 'no ss«.s specific to the asset tor which the es'iinates of tuture cash Cows have 'lot been adjusted.
ff the recoverable amounl of an asset or CGU is estimated to be iess than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount ot the asset or CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or CGU in prior years. A reversal of an impairment loss is recognised as income immediately except in the case of goodwill, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
Financial instruments
Financial assets and (inanoiai liabilities ara recognised or; Ihe Group's balance sheet when the Group becomes a party to tne <;ouira:;!uai provisions of the instrument.
Financial assets
fiie Group measures financial assrfs on initial recognition at fair value, and determines the classifcation of seen assets at initial recognuioaiic on any subsequent reclassification event.
Whore there is no active market lb* a financial asset, fair value is determined using valuation techniques including recent eommccial transactions and discounted cash flows. Otherwise financial assets aie carried at amortised cost.
financial assets are damnified into one of three primary categories: Fair value through profit 3rtd loss
fnis covers any financial asset doslonated on initial ifecognKion to tit, measniad at fair value with Held to maturity investments
Non-derivative financial assets with fixed or determinable payments arm lixed maturity are classified here when the Group fas I1;.: intention and aoility totiold lo maturity. 'These financial assels am field at inionised cos: us no, tho efieotive interest method. Gain.- and kv*& rat; rocogrseu in the income statement when the investments are derecognised or impaired as well as through amortisation.
Loans and receivables
Ncin-deiivatfvo financial assets with fixed oi deteirninebte payments that are not quoted in an active maikct. Such assets ore -an ,?The- most significant financial assets under ihis category are H ade 'eee vables and bank deposits.
lr;ide receivables are rnK.isured ;,l ,im.y Used cost. Appropriate eilow.uv.es '-v. ostii eatod in deliverable rirvionnts ure I'r.iroqn.soti in |.s'-'.i or le ;s when there is objective evidence that the asset is impaired.
Bank deposits are deluded w thin cash and cash equivalents;. Cash arm eash e'ttniv.Yietits as defined lor {tie eash '. sinter;. :ni eornpnse e,.isn in hand, cash held at bank with immediate access, other short term investments and bank deposits with maturities of three months or less from the date of inception and bank overdrafts. In the consolidated balance sheet, cash and cash equivalents exclude bank overdrafts. Bank overdrafts that have no legal right of set-off against cosh and cash equivalents are included within borrowings in cunent liabilities. All are carried en In-'- bylunee sheet at cod. tt;ish and cash equivalent!; includes, ri'vi-fs" i i. ; rip niesl. sigt'iiloaur ';'h: '¦:.'( ed ¦-isn P,,!:,1 .:.;-s .co '.eic by the Group's First Rail subsidiaries. Under the terms of the Rail franchise agreements, cash can only be distributed by trie train operating
companies up !o Ihe !¦ iwe'ei the irepresents that which is not available for distribution or the amount required lo satisfy the contractual liquidity ratio at the balance sheet date.







FirstGroup Annual Report and Accounts 2018

Notes to the consolidat^continued




2 Significant accounting policies continued Financial liabilities and equity instruments
Financial liabilities and equity •n:»mrno,-it«, ero classifed -sxofdino to trio siieslaec:- ot tne contractual si ranger n.-.r.'". .Mivrcd in:e Ar equ'lv instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company aieiocurrlorj M. the proceeds •crcivnd net of diifcd issue costs.
Financial liabilities ' Bank borrowings
Interest-bearing bankloans and overdrafts are recorded at tne proceeds received, net of direct issue costs. Bonds and loan notes
These are measured either on an amortised cost basis or at fair value, if adopted. Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Derivative financial instruments and hedge accounting
The Grouo uses derivative lirieneial instruments in hedge interest rain risks, loieign currency risks and lui-i price risks Use o' such financial instrumenfs is governed by policies and delegated auinorities approved by the Boara. i he Group does not use derivative financial instrument.1, for speculative pui poses.
Ihe main derivative financial insfu'ments used by Ihe Grcup are interest rote swaps, fuel swaps, and cross cunoi icy interest rale swaps. Such instruments ana initially recognised at fair value and subsequently remeasured to fair value at the reported balance sheet date. The fair values are calculated by reference io market evcnatvje rales, interest rales and fuel prices at tho period end, and supper lerl try counterparty confiririal».ins.
Changes in the fai' value of derivative financial instruments that do not quality for hedge accounting as cash How hedges or 'oicid' 1 currency hedges of a foreign net investment aro recognised in the income statement as they arise.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terivtinateu, or exorcised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to the income statement for the period.
Derivatives embedded in other financial instruments or olher hosl contracts are treated as separate derivatives when iheir risks arm characteristics are not closely related to those of host contracts and tho host contracts are not carried at fair value with unrealised gains or losses reported In the income statement.
Debt
Debt is initially stated at the amount of the net proceeds after the deduction of Issue costs. The carrying amount is increased by the amortisation of debt issuance fees in respect of the accounting period and reduced by repayments made in the period.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation. Provisioi is are measured' al tne directors' best estimate of the expenditure required 10 sol'ie the obJgafcn al ihe balance sheet date and are discounted to present value where the effect Is material. Amounts due within 12 months of the balance sheet date are considered to be reliably measured and are therefore included within accruals.
Self-insurance
The Group's policy is to self-insure high frequency, low value claims within the businesses, in addition there are typically a smaller number of rnajui claims during a financial yern lor which cover is obtained through third-party insurance policies subject to an insurance dt-ouctrHc Provision is made under IAS 37 Provisions, Contingent Liabilities and Contingent Assets for the estimated cost of settling uninsured claims for incidents occui nng prior to Die Ivilanoe sliest date. Trie provision is discounted to appropriately reflect the limine of future••• • ci;:.vs settlements.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value al the date of g»ani. The iaii value is expense .I on a stiaieni-liee husk: over !h<= -'Wtiiuj pctod. S«;srsi on (tie Group's cc'ii'.T.tp o' setres li st vi'W eventually vest and is adjusted for the effects of non-market-based vesting conditions.
Fair value is measured by use of a Black-Scholes or other appropriate valuation models. The expected life used in the rnodei lias boon adjusted, based on management's best estimate, for tho effects of non-transferability, exercise restrictions and behavioural considerations,
Dividend distribution
fiiv'di-'i'id riistriiiutieri lo ine C/vr.;:"..n/'s sii;; erwfcers is lesont'^eo 'is u !>••!-!v e ipi Groups finr."o«ii steleine'ls in << rce.y! - ¦-•! \ ' .• dividends are approved by (tie Company's shareholders.



FirstGroup Annual Report and Accounts 2018

2 Significant accounting policies continued New standards and Interpretations not applied
At the date of authorisation of these Financial Statements, the Group has not applied the following standards that have been issued but arc not yet effective:
I FRS 9 Financial Instruments
IFRS 9 Financial Instruments replaces IAS 39 with effect from accounting periods commencing 1 January 2018. The new standard covers three distinct arei.s: the oisssuicaion and iiwasuristiierit ot'financial assets and liabilities; the impairment o'finanelrf as-icts'; and new hedging reouiieeienis designed to give increased flexibility in relation to hedge eftecirve'ie.«s.
IFRS 9 requires a new impairment model with impairment provisions based on expected credit losses rather than incurred credit losses under IAS 38. Rased cn an initial assessment o* 2CI7/I8 dos'nsj balances, rtie current otpociation is that th-?re will be .» transitional mr; oastvdeeroaso in impairment allowances o' i'll. "ins am :tirit will tie finalised in the !,narr.ial sta'cnioisr; lor ;he year ended 'i\ March f'0:s3.
In relation in hedge accounting. vv« do net expect a material impact on .he Group s (Branca! slate"ient'",. It is expected thai tier heoVj.'tq instruments will remain effective and that current hedge relationships will qualify as continuing hedges upon the adoption of IFRS 9. There will be seme inci eased disclosi ire reqi lirement" i inner IFRS fl and these will be reflected in the financial stainn tame: for the year tmriod 31 March ?019.
The Group is adopting the new rules prospectively from 1 April 2018. it is currently considered that no material restatements will bo necessary ier the comparative period.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 Revenue from Contracts with Customers replaces IAS 18 with effect from accounting periods commencing 1 January 2018. It introduces a new lovenne recopirtion model that rc-cogniscs revenue either at a point in time or over time. Tne model fcatuics a contract-based five step analysis of transactions to determine whether, how much and when revenue is recognised and is based on the principle that revenue is recognised when control of a good or service transfers to a customer.
The Group has evaluated a sample of customer contracts from all major revenue streams across the Group to identify the performance obligations, the timing of the revenue recognition and the treatment of variable elements of pricing.
Based on this assessment. Management have concluded that although there are areas of difference, there is not currently expected to be a material impact on the. Group's iinancujl statements and that revenues aie correctly attached to performance obligations and ~.u-. leoognised as the service is transferred to the customer and that variable elements of price sucn as discounts, rebates and liquidated damages are property provided.
The Group is adopting IFRS 15 from 1 April 2018 on a prospective basis. It is currently considered that no material restatements will be necessary for the comparative period and that there will not be a material impact on the G'oup's revenue recognition in future periods.
IFRS 16 Leases
IFRS 16 Leases replaces IAS 17 with effect from accounting periods commencing 1 January 2019. The new standard eliminates the operating lease classification and therefore on the balance shoot the lessees will be 'equlrod to recognise an asset (the right to use lire loosed item) and lease liabilities for all leases unless they have a term of less than twelve months or are of low value. On the income statement, the operating lease expense will be replaced by a combination ot depreciation and interest.
As at 31 March 2018, the Group holds a significant number of operating leases that are expensed ever the lease teirn. iV1;ma;|emei!i aro-in the prr.eo^g .--if agweimj the pnierrhal innmet of this standard on the financial statements for Ilia yea' ended 3! March 2020 and it is anticipated that trie transition to If RS IC wll nave a materis! impact on the volnoof lease assors and naomiies locogrnt-ed In the edhsriMMMll Is.iL-.iiuh stuwl.— However at tii-s sf tgo It Is not pmctical to p-ovde a reasonable estimate of tne financial effect until ti ns assessmentcomptae.
Adoption of new and revised standards
The accounting policies adoulcd consistent with tops-:; of lire previous .i'iare:;i! year except (or the fefowiny ainenrjirmnts to existiiie Standards which haws 0e.cn adopted in Ihe our rent ye" i hei' .-iOiTpllon rms no: ii.'id anv significant impact on the amuunts 'eporleo in these 'tnanctal slaloinorjls.
Amendment to IAS 12 - Recognition of Deferred lax Assets for Unrealised Losses, and
Amendment to IAS / -- fliwlosi i; e n'tiatrvc 'Changes in I jihiliiies nrsvivi f'orv 'iri.".ii'n;'; activities'
fhs ;iiriv>f;drii!;fil lo IAD i "di-ires a .'iselosu-e of v. ru.noes in l\ipi! !i;e .iiisnin lien ,i,!.'i'iJ|l,! eot.v- ,:¦< -ins h is Peer- p'.- vei •:!¦.• I -n noii- .)'.'-

1 (inancial assets include trade recoivabies. other receivables, pre| .aymer.ts and accrued incoi ns.







FirstGroup Annual Report and Accounts 2018 111

Notes to the consolidated financial statements continued




2 Significant accounting policies continued
Critical accounting judgements and key sources of estimation uncertainty
"i lie preparation of financial statements ;n con'orm iy iv ih rienerslly accepted aecoiiniiriy principles .eouuos tee use of estmalos and assumptions thru affect :>;<: lei. odei. 'amounts or a'.sots red lialjilil.ss at ihe d,ite ;>! tha fiumeial statements :tno the.'epoiii it u'-.o.01 revenues and expenses during tne reporting period. Although these estimates are based on management's best knowledge, actual results may ultimately differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates aro recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
In the process of applying tho Group's accounting policies which are described above, management has made the following judgements and estimates that have tha most strj'iifii-.i) Critical accounting judgements
Defined benefit pension arrangements
The UK schemes retirement benefit obligations are discounted at ;-i late set by reference to maiket yields at Ihe end of .h? ropoi'-ing yoncd en high-quality corporate bonds. Significant judex;;) rent s reouired when sotting tho criteria for bonds to be included in tiie popnlat on ''orr which tho yield curve is derived. The most synifoai it c/riena eensioo'ed for the selection of bones include the issue sizo of the eo.'poicnt is the longevity of members. Wo take specialist advice on this fiom our actum ,;i advisors which suns to consider the likely experience taking into account each scheme's characteristics. Our approach is to review these assumptions following completion of their tending valuations, and mure frequently only if appropriate lo do so. The dairying amount ot lire Group's retirement ht'nem obligations at 31 March 2018 was a liability of £273.7m (2017: £358.5m). Further details and sensitivities are set out in note 36.
II) Key sources of estimation uncertainty
Impairment of Intangible assets (including goodwill)
Determining whether goodwill is impaired requires an estimation of the value in use of the CGUs to which the goodwill has been allocated. Ihe value in use requires tne entity to estimate the 'utu.-e cash flows expected to arise from the CGU and a suitable discount rate ir'- orcer io calculate present value. As detailed in notes 4 and 11, the Directors have concluded that there should be an impairment charge of £277.3m cn the Greyhound CGU (£260.Gm op goodwill, £'12.3m on propei ty. plai it and equipment and fA-iin on ether intangible assets).
The carrying amount of goodwill at the balance sheet date was £1,496.8m (2017: £1,956.1m) as set out in note 11 and the carrying amount of other intangible assets at the balance sheet date was £89.8m (2017: E150.6m) as set out in note 12.
Onerous contracts
The Group has a number of contractual commitments most notably In respect of its rail franchises and First Student and First Transit businesses. IAS 37 requires a provision to be made ten an onerous contract where it is probable that the future economic benefits to be derived firm the contract are less than the unavoidable costs under the contract. In order to determine the amount of any contract provision rt is necessary to forecast future financial performance and then apply an appropriate discount rate to determine a net present value. Tho ostn Potior cf br-tu Jr* forecasts and tho disccunt rate involves a significant degree of lodgement Actual results can differ from those assumed in the forecasts aid there can be no absolute assurance that the assumptions used will hold true.
The TPE onerous contract provision is sensitive to a change in the assumptions used, most notably to passenger revenue growth. A reduction or increase of 0.5% in the cumulative annual passenger growth rate assumption would Increase or decrease the onerous contract provision required of £106.3m by £27.0m.
Self-Insurance
Provision is made for all known incidents for which there is self-insurance using management's best estimate of the likely settlement of these incidents. The estimated settlement is reviewed on a regular basis with independent actuarial advice and the amount provided (including IBNR) is adjusted as required. The self-lnsur-tnice reserve is most sensitive to favourable or adverse developments on individually ajMi'can: claims., fhe Group's total self-insurance prov.sioiii, including those classii.ee within uccrurris as o' the halanee sheet date '.very l\'iC3.;'m UOV;' >'3'li Pm) ¦as set ot it in note 2G.












FirstGroup Annual Report and Accounts 2018

2 Significant accounting policies- continued Contract and franchise accounting
Estimates are made on an ongoing basis with regards to trie recoverability of amounts due and the carrying value of related assets and liabilities arising from franchises end long term service contracts. Regular forecasts are compiled on tho outcome of these types of franchises and contracts, wh.cn require y:s5<:ssme aivl ostnru»1os 'ela'ind tu tho exported rW-ts of profitability and, >n cases vvoere oi>- or.:; e> st '!¦.-"a* <>¥• contract or franchise.
The useful economic lives of assets are determined by reference to the length of a franchise and matched to the franchise end date. The residual value of assets is determined by their condition at the franchise end date and by the amount of maintenance that has been carried out during the period of operation.
In particular, hirst Rail has a number of contractual relationships including those with the DfT and Network Rail which given their complexity and duration can be sensitive to changes in future assumptions. Due to the regulated nature of the rail industry, disputes and claims typicnliy arise with such bodies as well as other TOCs where one or more TOCs have access to common infrastructure such as railway lines. Management is required to estimate the amounts receivable and also payable taking account of the information available at the time.
Uncertain tax positions
Uncertainties exist in relation to differing interpretations of complex tax law in the jurisdictions in which tho Group operates. It may take several years to determine the final fax eo ise'tuenoes of certain ttansaaens in sonie jurisdictions The tax Hablitior, and assets 'eeoomsed l.-y tlw CVoup are based on estimates made by management on the application ot tax laws and management's estimate of tho future amounts that wil! be agreed with tax authorities. Further do's Is on the tax or, p-ott on ordinary .-ictiv'ties are set out in 110:0 9.
There is a risk that the amounts eventually agreed with tax authorities may differ from the amounts recognised by the Group and would lead to future adjustments to tax assets and liabilities currently recognised, impacting future tax charges.
3 Revenue
2018 2017
Em £m
Services rendered 6,398.4 5,653.3
Investment income 1.3 1.2
Total revenue as defined by IAS 18 6,399.7 5,654.5
4 Reconciliation to non-GAAP measures and performance
In measuring the Group and divisional adjusted operating oerlormanr*!, additional financial measures derived from tne reported lesults have been used in order to eliminate factors which distort year-on-year comparisons. Tne Group's adjusted performance is used to explain year-on-year chances when the effect of certain items am significant, including restructuring and reorganisation costs, property disposals. ;ieed letjai and self-insurance claims, onerous contract provisions, impairment charges and pension settlement gains or losses, in addition, management assess divisional performance before other intangible asset amortisation charges as these are typically a result of Group decisions and therefore the divisions have little » no control over those chaio.es . Management considoi that i|vs overall basis more appropriately reflects oporating performance and provides a better understanding of the key performance indicators of the business.
Year to Year to
— — 31 March 31 March
2018 2017
Reconciliation of operating (lass)/profit to adjusted operating profit Em Em
Operating (tossj/p.-ofr! (196J) 283.6
Adjustments for:
Other intangible asset amortisation charges 70.9 60.2
Greyhound impairment charges 277.3
TPE onerous contract provision 106.3
Restructuring and reorganisation costs 26.0 16.8
North America insurance reserves 32.7
Gain on disposal of property _ - (21.6)
•:!;:!':¦ ewr; pe--!: re, : ••! 513.2 55.4_
Adjusted operating profit (note 5) 317.0 339.0








Firstfiroup Annual heport and Accounts 2018

Notes to the consolidated financial statements
continued




4 Reconciliation to non-GAAP measures and performance continued
Year to Year to
31 March 31 March
2018 201?
Reconciliation of (losst/profit before tax to adjusted profit before tax and adjusted earnings - Em Cm
(I .os-M'profit before tax (326.9) 152.6
Operating profit d^tiStineiV^ (wo Inbfe 'Oov?) 513.2 55.4
Bond'make whole'interest cost 10.7
Ir reflectiveness on financial (i^rivaiives - (1.0)
Adjusted profit before tax 197.0 207.0
Adjusted tax charge (see below) (44.2) (53.8)
Non-controlling interests (5.1) (3.8)
Adjusted earnings ^ 147.7 149.4
Year to Year to
31 March 31 March
2018 2017
Reconciliation of tax (creditj/charge to adjusted tax charge Cm Em
Tax (creditj/charge (note 9) (36.0) 36.5
Tax effect of adjusting items (note 10) 55.6 17.3
Tax effect of US tax reform (note 9) 24.6
Adjusted tax charge 44L2 53,8
The adjusting items are as follows:
Other intangible asset amortisation charges
The amoi tisation chanje foi the year was C7GU)m iVO I <*: CGO.^iti). The inci ease primai sly rei ects a higher charge in tne North Amei lean divis'oi is due to an incremental £7.5m software intangible amortisation this year.
Greyhound impairment
Recognising the difficult trading condiiions experienced by the Greyhound business in the 2017/18 financial year, the strategic plans foi tho business and estimates of future cash flows generated by the Greyhound division were iiivferc). The calculated value in use- of Ihe Gray-hound division resulted in a £277.3m shortfall to tho carrying value of assets (2017: £360.4m surplus).
Following their review ol these cash flow estiinares. ihe nirectors concluded that ilieie should be an impairment charge oi £?7/.3m on tho Greyhound CGU. This is reflected in the financial statements as an impairmc-nt m full of ihe carrying value uf Greyhound goodwill of CJCAlim (see note it), an Impairment charge of £l2.3ni on Gieyhound property, plant and equipment -.see note 13), an impairment charge of £2.&m on Greyhound brand and trade name and £1.9m on Greyhound software (see note 12). After these impairments, the carrying value of Greyhound is P313.1m ($438.8m).
TPE onerous contract provision I
Management have prepared uprtateo financial forecasts for this franchise until the initial end date of 31 March 2023. Pie updated forecasts ciro based on a number of assumptions, mosl s gnilleanlly passenger revenue growth. These are eased on economic and otuer exogenous !actors as well as ohunges in timetables, capacity and rolling siook. Altnougn wo air; aliear.y scMftving industry leading rcventNorth America insurance reserves
There have been adverse developments on a small number of aged insurance claims in North America which mainiy relate to the 2014/15 and 2015,10 fiiVtnciai years. In auyroga'e ihe -•.dverso develop'riei its or, these claims (I've use to a cost rcnresnmipo, n S'giniicant pirjpoilion ol ,>>* 'ocpcctfvc divisional results Restructuring and reorganisation costs
There was a charge of £26.0m (2017: £16.8m) in the year for restructuring, impairment ot assets and reorganisation costs relating to the business turnarounds in First Bus (£20.6m) and costs related to contract losses and impairment of assets in First Transit (£5.4m).
Bond 'make whole' costs
I fie early redemption of the C300m bond in March this year resuitod in a one-off £107m 'make whole' interest charge.





114 FirstGroup Annual Report and Accounts 2018
5 Business segments and geographical information
f or managctrerl; iurposcs, the Group is organised into 'five; opernt HQ Divisions • i-irsl SdiCejni P's1 IVansif ijroy' t>! 'trl. These divisions are managed separately in line with the differing services tfiat they provide and the geographical markets The principal activities of these divisions are described In the Strategic report.
The segment results for the year to 31 March 2018 are as follows:
Rrst Rrst
Student Transit Greyhound First Bus First Rail
Em Cm Cm Em Cm

Total Em
• irsi i-ius -\ id H's: Kail, which they operate in.

Group items' Cm
Revenue
EBITDA2
Depreciation
Capital grant amortisation
Segment results*
Other intangible asset amortisation charges Other adjustments (note 4) Operating (loss)/profit»
Investment income Finance costs
Loss before tax
Tax
Loss after tax
1.771.1
335.2 (178.7)

15&5
(54.7) (13.4)
88.4
1,072.7
79.8 (21.6)
58.2
(23) (21.1)
34.3
690.2
58.8 (33.3)

25.5
(11.0)

(266.3)
879.4
116.3 (66.1)
50.2
(0.2) (20.7) 29.3
1,868.8
129.4 (87.6) 16.0
673
(2.1) (106.3)
1&2
(28.9) (23)
(31^ (0.1)"

(313)
6,398.4
690.6 (389.6) 16.0
317.0
(70.9)
(442.3)
(196.2)
13 (132.0)
(326.9) 36.0
(290.9)

Rrst Student Cm
205.1
First
28.5
Transit Greyhound Em Cm
44.4
First Bus Cm
20.9
First Rail Cm
129.6
Group items' Cm
5.0
Total Cm
433.5


Balance sheet1
First Student Rrst Transit Greyhound First Bus First Rail
Total Total Net assets/
(376.2) (140.1) (326.1) (296.8) (909.0)
assets liabilities (liabilities)
Cm Cm Cm
2,167.9 399.3 37.6 420.2 (454.2)
Group items' Net debt Taxation

116.2 555.7 40.6
7.0 (1,070.3) (17.1)
4.621.2 12.050.2) 2571.0
(109 Jf) (1,626.0) (57.7)
5333.7 (3,643.1) 1,490.6
Group items comprise Tram operations, central management and other items.
FBI!I .'Ais s'VistcU C|.vr::ii'!!) i»ilt li^.St.tir.iliil ur :n: .miui'S-Soiipiir; Uupm'samm. ¦,
A!;ii;j<.if-j>!ns,v:,j. risas.Segment assets and liabilities are determined by identifying the assets and liabilities that relale lo the business of each segment but excluding intercompany balances, net debt and taxation









FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements continued




5 Business segments and geographical information continued
The segment results for ttie year to 31 March 2017 are as follows:
First Rrst Group
Student Transit Groyhound First Bus First Rail items' Totai
Em Em Cm Cm Cm Cm Em
Revenue 1,780.3 1,042.0 684,7 861.7 [,268.8 . 15.8 5,653.3
EBITDA1 348.7 91.9 79.4 104.5 . 98.8 (36.7) 686.6
Depreciation (177,6) (18.6) (36.8) (67.5) (50.3) (2.1) (352.9)
Cap'tal grant amortisation - - . - - 5.3 5.3
Segment results' J71.1 _ 73^3 _ 42.6 _ 37.0 _53.8 08.8) 339.0
Other intangible asset amortisation charges (49.6) (1.8) (8.5) - (0.3) - (60.?.)
Other adjustments (note 4) _(2.5) (0.2) (10.9) - (1.2) 4.B
Operating profit' 119.0 7V3 537 26J 53^5 (4Q.q 283.6
Investment income 1.2
Finance costs .J1!?-2)
Profit before tax 152.6
Tax (36.5)
Profit after tax 116.1
Rrst Rrst Group
Student Transit Graynound First Bus First Rail items' Totsl
Other information Em Em Cm Cm Cm Cm Em
Capital additions 165.9 17.8 31.7 63.9 75.4 2.9 357.6
Total Total Net assets/
assets liabilities (liabilities)
Balance sheet* Em Cm Cm
First Student 2,918.4 (414.9) 2,503.5
First Transit 600.6 (161.1) 439.5
Greyhound 694.5 (363.7) 330.8
First Bus • 769.5 (364.6) 404.9
Rrst Rail 245.8 (482.8) (237.0)_
5.228.8 (1,787.1) 3,441.7
Group items' 130.3 (183.0) (52.7)
Net debt 400.9 (1,690.8) (1,289.9)
Taxation _ 26.5 (497) (23.2[
Total 5,786.5 (3,710.6) 2,075.9
Group items comprise Tram operations, central management and oilier items.
lililTUA is a;1|js!ntl cc-oiam iy profii l"'-;s .;Although trio segment u,siil!s ii.t-j used uymfitviiieino'if ro n ?:isuri; ptrrraTnar!;;!; statutes orx\r?.tP\j prori: oy orrnpnlrKtrp.-Kc.'' s ats;:- '.lisckisou fo completeness.
A Segment assets and liabilities are determined by identifying the assets and liabilities that rotate to the business of each segment but excluding intercompany balances, net debt and taxation

Geographical information
The Group's operations are located predominantly in the United Kingdom, United States of America and Canada. The following table provides an analysis of the Group's revenue oy geographical market:
2018 201 r
Revenue Em Em
United Kingdom 2,864.4 2.146.3
United States of America 3,130.1 3,092.6
Canada _ 403.9 414.4
6,398.4 5,653 3



FirstGroup Annual Report and Accounts 2018
5 Business segments and geographical information continued
ihis following is an widiysis of non e.ieen; .-niseis oxclu-liny it-sandal "'Strume-its. dufaried tax and pensions, ihe cairymp. ameut.t ei segn-eni assets, and additions to property, plant and equipment and intangible assets, analysed by the geographical area in which the assets are located:
2018 Em
Non-current assets excluding financial instiuments' deterred lax and pensions
•¦2017 Em
2018 Em
Additions to property, plant and equipment and intangible assets
2017 Em
2018 Cm
Carrying amount of segment total assets
2017 Em
United Kingdom United States of America Canada
Unallocated corporate items
795.3 2,620.6 291.8
3,707.7
803.1 3,270.6 342.8
4,416.5
155.5 258.8 21J2
433.5
142,4 208.9 6.3
357.6
1,821.7 3,124.2 347.2 40.6
5,333.7
1,505.6 3,845.2 409.2 26.5
5,786.5

6 Operating (lossj/profit
Operating (lossV'profit I las bef>n ar'ivf-d J.l after clMromji/ltaedilinqi:
2018 2017 Em Cm
Depreciation of property, plant and equipment (note 13) 389.6 352.9
Operating lease charges (note 34) 522.6 300.9
Other intangible asset amortisation charges (note 12) 70.9 60.2
Capital grant amortisation (16.0) (5.3)
Cost of inventories recognised as an expense 575.1 571.6
Employee costs (note 7) 3,1625 2,944.6
Loss/(piutit! on disposal of property, plant and equipment 83 (18.9)
Impairment charges 284.8 4.5
TPE onerous contract provision (note 4) 106.3
North America insurance reserves (note 4) 32.7
Auditor's remuneration (see below) 23 2.0
Rail franchise payments 226.9 140.8
Other operating costs' JL'?28-6 _ 1j016.4_
6,594.6 5,369.7
1 Includes C63.5m (2017: E66.1m) received or receivable from governmeni oodies in respect of bus service operator grants and fuel duty rebates
Amounts payable to Deloitte LLP and its associates by the Company and its subsidiary undertakings in respoct of audit and non-audit services
are shown below:
2018 2£UI_
Em Em
Fees payable to the Company's auditor for the audit of the Company's annual accounts 0.1 0.1
Fees payable to the Company's auditor and its associates for the audit of the
Company's subsidiaries pursuant to legislation 2.0 1.7
Total audit fees _ _ 2.1 1.8
Audit-related assurance services 0.2 0.2
Total non-audit fees 0i 0.2
Fees payable to Deloitte LLP and its associates for non-audit services to the Company are not required to be Disclosed because the consolidated
financial statements .no mqjirerj Ui pieeiose such fees un n euriselidated basis.
Details of the Group's policy on the use of auditors for non-audit services, the reasons why the auditor was used rather than another supplier and how the auditor's independence and objectivity was safeguarded are set out in the Corporate governance report on pages 63 to 64. No services were provided pursuant to contingent fee arrangements.






FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements
continued




7 Employee costs
The average monthly number ot employees (including Executive Directors) was:
2018 20U
Number Number
Operational 94,225 95,402
Administration 5,821 5,489
100,046 100,691
The aggregate remuneration (including Executive Directors) comprised:
2018 2017
Em Em
Wages and salaries 2,768.2 2,587.2
Social security costs 306.8 286.1
Pension costs (note 36) 87.5 " 71.3
3,162.5 2,944.6
Wages and salaries include a charge in respect of share-based payments of £8.9m (2017: £8.2m).
Disclosures on Directors' remuneration, share options, long term incentive schemes and pension entitlements required by the Companies Act 2006 and those spoofed for audit bv trio financial Guilder;! Authority aie (:ont3innd ir the tablos/notos within the Direclo's' remuneration renewt on pages 68 to 9-t and torni part of ••• audited finitncial stittomunts.
8 Investment income and finance costs
2018 2017 Em £m
Investment Income
Bank interest receivable (1.3) (1.2)
Finance costs
Bonds 64.3 83.7
Bank borrowings 8.8 ' 1.4
Senior unsecured loan notes 1.3 4.3
Loan notes 1.1 1.0
Finance charges payable in respect ct HP .onti.idis and rinanca leuse*. 4.6 6.4
Notional interest on long term provisions 11.0 17.5
Notional interest on pensions 10.2 8.9
Finance costs before adjustments 121.3 133.2
Bona 'make whole' cost' 10.7
Hedije hefted ivei inss ot; fit :ar-.r-;-l dotivat urs - (1.0)
Total finance costs 132.0 132.2
Finance costs before adjustments 121.3 133 2
Investment income (1.3) (1.2)
Net finance cost before adjustments 120.0 132.0
1 The early redemption of iho E300m bond in March this year resulted in a one-off E10 7m 'make whoio' interest charge
Finance costs are stated after charging fee expenses of £2.7m (2017: E2.5rrt). There was no interest capitalised into qualifying assets in either the year endea 31 March 2018 or 31 March 2017.









FirstGroup Annual Report and Accounts 2018

9 Tax on (loss)/profit on ordinary activities
2018 2017
Em Em
Current tax 8.9 9.5
Adjustments with respect to prior years _ _ - _ (I?-8)
Total current tax charge/(credif) _ 8.9 (4.3)
Origination arid reversal of temporary differences (14.1) 50.4
Adjustments with respect to prior years (6.2) (9.6)
Adjustments attributable to cnanges in tax rates and laws (24.6)
Total deferred tax (credit)/charge (note 25) (44.9) 40.8 _
Total tax (credrtycharge (36.0) 36.5
The adjustments with respect to prior years includes the release of tax provisions.
UK corpaatinrr tax is culrulaiod at 19-ii (?0I7 20%) of ilie estimated assessst/to profit fcr the yaw. Tax for ofnor jurisdiction:, is cnii;uM)i';d u' tha rates prevailing in the respective jurisdictions.
As the Group's parent company is domiciled and fisted in the UK the Group uses the UK corporation tax rate to reconcile its effective tax rate. The tax (credrtycharge for the year can be reconciled to the UK corporation tax rate as follows:
2018 2016 2017 2017
Em % Em %
(Loss;;pro?ft before- ;ax (326.9) 10O0 152.6 fOO.O
Tax at the UK corporation tax rate of 19% (2017:20%) (62.1) 19.0 30.5 20.0
Recurring Items:
Non deductible expenditure 2.3 (0.7) 1.4 0.9
Non taxable income - - (0.3) (0.2)
Tax rates outside of tho UK 2.5 (0.8) 26.0 17.0
Unrecognised losses 3.2 (1.0) 3.1 2.0
Financing deductions - - (5.6) (3.6)
Non-recurring items:
Unrecognised losses - - 4.6 3.0
Goodwill impairment 49.5 (15.1)
Fteduced deferred tax rates on current year temporary differences (0.6) 0.2 0.2 0.1
US tax reform (24.6) 7.5
Reduction in tax provisions for uncertain tax positions relating to prior years (3.2) 1.0 (20.7) (13.5)
Other adjustments in relation to prior years (3.0) 0.9 (2.7) (1.8)
Tax(umdit)A.liaigeaini effective taxroto tor the year f«n) 110 36.5 23.9
ltie goodwill impaiinici it attracts nc f.-i>. tit-r pi't and Inn uPovs; rsuoiicl'tiq llrari is .ir.T <-,!. thr; UK lux rati- ut HV-&.
During the year the US Tax Cuts and Jobs Act which included a reduction in the federal corporate income tax rate from 35% to 21% was enacted. As a result of the US tax law changes the brought forward deferred tax balances were remeasured leading to a net tax credit of £24.6rn in the
hcomn statement and charges to oi'Tr oorripraVinsivn .'ncorriu ul f"/i)Arv .n icspecl of pensions and ['An: in respect Cf c-tt-i fin"-/ iuc-f.
The Group recognises provisions for transactions and events in its open tax returns and its ongoing tax audits whose treatment for tax
purposes is uncertain, tr. msnoc.eof 'ri-iiiipipyuais. ?hO;,ri c"¦< tax auU>ofittes. When cate feting the cur-yiiu. i-r-y.-unts in&KigairMil tn?4 tax- tvr-xi couiuins » The reduction in tax provisions for uncertain tax positions relating to prior years reduces the deferred tax provision and arises from tne closuie
ot carliC; i^x v':;-'S duo to tne p;;ss ir;,>-:' './no. Should of-.it.---i r;-< ,curns P-.- -.-.!;> vip p-ss.ido o: turx; ,r- .li- r".-xl fin-in--: -.1 y .r.< •'<¦¦" i>':
amount required to be provided in deferred tax couid reduce by up to £5m.
Fu-l :i, yo.-.'s' :;si r-.-urpFs woId 'PC- 'rilprir.Uv: <¦ trip iiiurl tVitility foi -.utrv.i l.ly cp?r. s ;. :i:i;;n .it :;pn-:;:ri;> ni puirornly on.\.i "lie lu- Mi - :iiv •.•••¦•;!, rn;;y also :>;: .>/r.;;;ip... ;jy tu- i v -.1.-.; -id m-.x ,r isoi::, in if-. -u." f:s .p M i, ,h v."; opsi: k; inOudin , diffp'i":; i ¦'¦:'¦¦ ":
may nl:.' . rn.rt it.'-, rp c!>::i.).-s A P" P. il.in.v i>i'/-cl ¦ i.i':.' 1 )>': ¦i-.-P s-t- - v. ¦ !;¦< (.'.¦¦¦po-.uliuii '.-,<. :;A- \< '\ 'i' ¦ ::.''
!i-->: !\-!-o :¦¦>.-.--tr-d.




FirstGroup Annual Report and Accounts 2018 119

Notes to the consolidated financial statements
continued




10 Earnings per share (EPS)
EPS is calculated by dividing ine 'oss at tubular* lowii/ly »iiSitulTOkJ-'ir-. of ('^.'ilOrri (fc-isit frsss) fii>r?' prc;;t D I2.,3m; l,y Hi-": wi.":)h!i:n .-iv-fra;;* number of ordinary shares of 1,205.1m (2017: 1,204.8m). The number ot ordinary shares used for the basic and diluted calculations are shown in the table twlow.
The difference in tho number of shares between tho basic calculation and the diluted calculation represents the weighted average number of
potentially dilutive ordinary share options.
2018 2017
Number Number
m m
Weighted average number of shares used in basic calculation * 1,205.1 1,204.8
Executive share options 17.9 11.5
Weighted average number ot shares used in the diluted calculation 1,223.0 1,216.3
The adjusted EPS is Intended to highlight the lociimni) operating results of Ihe Group before amort sation charges, intdfucriveneKs on t;na.nci;tl derivatives and certain other adjustments as set out in note 4. A reconciliation is set out below:
2018 2017
Em EPS(p) Em EPSfp)
iasic (lossj/profit/EPS ~ (296.0) (24.6) 112.3 9.3
Amortisation charges (note 12) 70.9 5.9 60.2 5.0
Ineffectiveness on financ'al derivatives - - (1.0) (0.1)
Bond'make wnole'cost ¦ 10.7 0.9
Other adjustments (note 4) 442.3 36.7 (4.8) (0.4)
Tax effect of above adjustments (55.6) (4.6) (17.3) (1.4)
Tax effect of change in US tax legislation (24.6) (2.0)
Adjusted profit/EPS 147.7 1Z3 149.4 12.4
2018 2017
Diluted EPS pence pence
Diluted EPS (24.2) 9.2
Adjusted diluted EPS 12VI 12.3
11 Goodwill
2018 2017 Em Em
Cost
At 1 April 1,960.1 1,740.3
Additions (note 30) 1.2
Foreign exchange movements (199.9) 2I9.8
At 31 March ¦ 1,761.4 1,960.1
Accumulated Impairment losses
At 1 April 4.0 4.0
Impairment 260.6
At 31 March 264.6 Carrying amount
At 31 March 1,496.8 ' ,956.1










120 FirstGroup Annual Report unci Accounts 2018

11 Goodwill continued
Goodwill iioqjirrio in ahusii'i-ss uoitii-.nation is allocated, al rvdnisit'on. Ic fin CGI Is trwi art- i:*pr.cU3d lo oennfii tiom ih&t i combination. The carrying amcjnt of goodwill has been allocated as follows:


2018 2017 £m 2m
Carrying amount
Rrst Student 1.137.6 1,271.1
Rrst Transit 275.4 309.5
Greyhound - 291.9
Rrst Bus 785 78.0
First Rail ¦¦ _ _ 5.6 5.6
1,496.6 1,956.1
Impairment testing
At the year end the carrying value of goodwill was reviewed for impairment in accordance with IAS 36 Impairment of Assets. For the purposes of ;his impai' merit review goodwill has boon tested for imoaiirnerr'. on f« basis cf discounted future cash flows arising in each reinvent CGU.
rThe Group mepares cash flow fon'casts iJetlvjd 'rum the most 'eoent budget for P018/I9 arid fliiH^ Yyat Plan utoievtiotis up lo 2u2iWi {2017: Three-Yeai P an rxu eUions up to 20'ft/20) which take account of fcorh past performance arid expectations 'or future marker developments. The project'ons for f irst Student assume tho Incremental buneiits of the existing recovery plan, tno progiauimefo aoVfe&s contract porifofio pricing together with rui <><:oru ntrc recovery. Cash flows opyorid nlan p-moo -?je extrapolated using estiniatea yrowih rates of 2.5% (2017: 2.5%) for tr e Untod Kingdom and 2.8% (801/: 3.0,;i) for Noith America. Casn flews aro discounted usmg a pro-".ax discount tate " of 7.3?i> (2017. 7.3%) for ihe United Kinydun- CGUsanaS.2% P0\/- foi the North American OGUs to arnve al Ihe value n use. Tho p'tK;(x discount rates applied are derived from a market participant's weighted average cost of capital. The assumptions used in the calculation of the Group's weighted average cost of capital are benchmarked to externally available data.
The Directors consider the assumptions to be reasonable based on the historic performance of each CGU and to be realistic in the light of economic and industry forecasts.
The calculation of value in use for each CGU is most sensitive to the principal assumptions of discount rate, growth rates and margins achievable. Sensitivity analysis has been performed on the calculations and confirms that no leasonably possible changes in the assumptions would cause the carrying amount of the CGUs to exceed their recoverable amount in respect of the First Transit, First Bus and First Rail divisions.
The value in use of the First Student division exceeds its carrying amount by £662.5m (2017: £709.2m). The sensitivity analysis indicates that the First Student margin or growth rates would need to fall in excess of 212 or 181 basis points respectively compared to medium term oouble digit margin expectations for there to be an impairment to the carrying value of net assets in this business. An increase In the discount rate in excess of 100 baste points would lead to Iho value m use of tho division being less than us carrying amount
Following the review of goodwill, the Directors have concluded that there is no impairment to First Student, First Transit, Rrst Bus and First Rail.
Recognising the difficult trading conditions experienced by the Greyhound business in tl2017/18 financial year, tho strategic plans 'or the business and estimates of fut.jru cash flows generated by tne Grtjyfxxino division were revised Trie calculated value in use ol thn Greyhound division resuited in a £277.3m shortfall to the carrying value of assets (2017: £360.4m surplus).
r ollowing then review of these cash t.ow caltrriAIViii, tilt; OifCdkllb uunuMdiiU HtJl lm iu Jiimld bv an wipfliHticnt olvrga of FT?/, jri nr fir
Grcyhoui id CGt. J. 1 t*s if. telksctud in tho financial sUKinoi 'is as an .rnpwimuni in full of Iho aThe Greyhound business Impairment review Is sensitive to a change In the assumptions used, most notably to changes in the discount rate, tv-rmmal growth rate or terminal inH.ioirv A summary cf the movements ;ii the imt viirment rharga from a change ir these atisjnpt.ons is as follows:
0.1% movement in the discount rate would increase or decrease the impairment charge by £5.6m
0.1% movement in the terminal growth rate would increase or decrease the impairment charge by £5.3m • 0.1% movement in terminal margin would increase or decrease the impairment charge by £9.8m.









FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements
continued




12 Other intangible assets
Greyhound
Customer brand and Rail franchise
contracts tradename agieements Software Total
Cm Em Em Em Em
Cost
At 1 April 2016 433.8 66.0 5.5 1\6 516.9
Additions - - - 30.2 30.2
Cessation of franchise - - (5.5) - (5.5)
Foreign exchange movements _ 57.2 8.7 - 1.1 67.0
At 31 March 2017 491.0 74.7 - 42.9 608.6
Acquisitions (note 30) 0.7 - - - 0.7
Additions - 26.8 26.8
Disposals - - - (1.9) (19)
Foreign exchange movements (52.0) (7.8) - (4.7) (64.5)
At 31 March 2018 439.7 66.9 ~ 63.1 669.7
Accumulated amortisation and impairment
At 1 April 2016 320.9 28.3 5.5 - 354.7
Charge for year 50.1 3.5 - 6.6 60.2
Cessation of franchise - - (5.5) - (5.5)
Foreign exchange movements 44.5 3.9 - 0.2 48.6
At 31 March 2017 415.5 35.7 - 6.8 458.0
Charge for year 53.3 3.5 - 14.1 70.9
Disposals - (1.0) (1.0)
Impairment' 2.5 - 1.9 4.4
Foreign exchange movements (47.1) 0.9) - (1.4) (52.4)
At 31 March 2018 421.7 37.8 - 20.4 479.9
Carrying amount
At 31 March 2018 mo 29.1 4ZJ 89.8
At 31 March 2017 75.5 39.0 - 36.1 150.6
1 The Impairment charges o( E4.4m in 2018 relates to assets associated with Greyhound (E2.5m of brand and trade name and £1 9m ol software).
Intangible assets include customer contracts, the Greyhound brand and trade name which were acquired through tho purchases of businesses and subsidiary undertakings and software. These are being amortised over their useful economic lives as shown in note 2 to the consolidated financial statements.

















FirstGroup Annual Report and Accounts 2018


Lane and buildings Cm
Passenger carrying veNda Peel Em
Olher plant and equipment Em

To-al Em
Cost
At 1 April 2016 Additions in the year
r;,i'l.»ssi(bd as Ivild toi xie Foreign exchange movements
At 31 March 2017 Acquisitions (note 30) Additions in the year Disposals
i teckissi'ied os held fi sate Foreign exchange movements
At 31 March 2018
483.0 13.3 (11.1)
36.9 522.1
11.1 (6.8)
(33.6)
492.8
3,183.9 218.0 (97.4) (148.0) 312.8
3,469.3 1.6 243.5 (42.4) (153.4) (294.0)
3,224.6
674.2 96.1 (33.5)
41.1 777.9
150.5 (113.0)
(36.9) 778.5
4,341.1 327.4 (142.0) (148.0) 390.8
4.769.3 1.6 405.1 (162.2) (153.4) (364.5)
4,495.9
Accumulated depreciation and impairment
At1ADril2016 82.2 1,614.8 501.9 2,198.9
Charge for year . 12.8 249.6 90.5 352.9
Disposals (2.8) (97.4) (18.6) (118.8)
Impairment - 4.5 - 4.5
Reclassified as hold for sale - (147.6) - (147.6)
Foreign exchange movements _ 7.9 165.7 29.3 202.9
At 31 March 2017 100.1 1,789.6 603.1 2,492.8
Charge for year 11.8 243.5 134.3 389.6
Disposals (2.9) (40.4) (110.7) (154 0)
Impairment' 1.2 17.1 1.5 19.8
Reclassified as held for ssle - (146.2) - (146.2)
Foreign exchange movements (7.7) (159.3) (29.2) (196.2)
At 31 March 2018 " " 102.5 1,704.3 599.0 2,405.8
Carrying amount
At 31 March 2018 390.3 1,520.3 179.5 2,090.1
At 31 March 2017 422.0 1,679.7 174.8 2,276.5
1 The impairment charge of £19.8m in 2018 relates to First Transit (£2.6m), Greyhound itizamj ana t-irsi Buy (L4.HIII).
An amount of £0.1m (2017: E0.2m) in respect ot assets under constnrction Is included in the carrying amount of land and buildings,
plant find equipment.
At 31 March 2018 the Group had entered into contractual capital commitments amounting to t'216.8m (2017: C128.8m), principally
raprosuniimi, buses ord«md in the 1 .'roted Kiofidoni i..i Nodh Amfiiica ;tnd conwutivonts uncle the G~ah! VVosturn Railway and South Western Railway fr£ooi nc.es .
Property, plarr and adtiipnvini I ;:1.1 un.lc' i tf i.oiMacts .tod fin:;'ten luus^s aro i;p'.lyscu as ictk'nv.',.
2018 2017
£m Em
f^rwppiior caTyinc venule tiuot -cost 291.4 456.9
-depreciation (138.0) (192 9)
'-ivp,i?;::.nWc.ny:i.rv'!i,.l.';x.:t 153.4 264X)
Other plant and equipment - cost - 0.6
- depreciation - (0.5)
Net other plant and equipment 0.1
Total not book value 153.4 264.1



FirstGroup Annual Report and Accounts 2018
Notes to the consolidated f inancial statements continued




14 Investments
2018 20)7
Em Em
US deterred compensation plan assets 28.6 30.3
Ottier investments ' 24 3.0
31.0 33.3
15 Subsidiaries
A list of the significant investments in solisidiares, mrt'.iciinii the n;vnc. couniry pf ic.ixup.nation rind propudton of wwnership Interest is -jiv.-i tsrito//. A full list of subsidiaries, joint ventures and associates is disclosed in note 38.
UK local bus and coach operntore Rail companies North American school bus cperatore
Rrst Greater Western Limitea
First TransPennine Express Limited
Hull Trains Company Umited
First MTR South Western Trains Limited (70%)
First Canada ULC* First Student, Inc'
Transit contracting and fleet maintenance
First Transit, Inc3
Rrst Vehicle Services, Inc'
North American coach operators
Americanos USA, Inc5
Greyhound Lines, \nc^
Greyhound Canada Transportation ULC2
Rrst Aberdeen Limited1 Hirst Beeline Buses Limited Rrst Cymru Buses Limited Rrst Eastern Counties Buses Limited Rrst Essex Buses Limited First Glasgow (No. 1) Limited1 First Glasgow (No. 2) Limited' Rrst Hampshire and Dorset Limited First Manchester Limited First Midland Red Buses Limited First Potteries Limited First Scotland East Unrated1 First West of England Limited Rrst South West Limited Rrst South Yorkshire Limited Rrst West Yorkshire Limited Rrst York Limited Leicester CiryBus Limited (94%) Midland Bluebird Umited1
All subsidiary undertakings are wholly owned by FirstGroup pic at the end of the year except where percentage of ownership is shown above. Ail these companies above aro incorporated in United Kinijdom arid registered in bnglantl and Wales except those.
Registered in Scotland.
Registered in Canada.
Incorporated In the United Slates of America.
All shares held in subsidiary undertakings are ordinary shares, with the exception of Leicester CityBus Limited where the Group owns 100%
nf its redeemable curiiukttrvu preference shares, an well as iM'-'i of lis ordinary shares.
All of these subsidiary undertakings are owned via intermediate holding companies. 16 Inventories
2018 2011* Em £m
Spare parts and consumables 56.0 64.5
In the opinion of the Directors there is no matonal difference between the balance sheet value of inventories and their replacement cost. There was no material write-down of inventories during the current or prior year.









FirstGroup Annual Report and Accounts 2018

17 Trade and other receivables
Amounts due within one year
Trade receivables
Provision for doubtful receivables
Other receivables
Prepayments
Accrued income
2018 20rr
Em Cm
482.2 457.3
(4.3) (4.2)
106.8 74.6
103.7 79.0
199J6_ 184.2
888.0 790.9

Credit risk
Crodit risk is the risk rttat financial loss arises Kw failure by a cmstoriar or countorpsny to meet its obligations unxfer a corlraot.
Credit risk exists In relation io Uie Group's financi,:il assets, which uornpris'. "race and uthei row-valites of EBRS.Om (2017: S790.9m). cash arid cash eotrfvalerts of \'-l:'>./i!- (>'01r: S'-tOO 9m) cr\l derivalivo fii^iKikti i'lstturrrcnts of £5i'.3"i t'U'l.': iAC,J''i).
The Gioup's maximum expcsuro to cmdrt risk foi all fmrmctol uSscHs ai tliv C3tt«icu s'mot 'lata was t" 1 4'lG.Orii (2017 £T.2''2.1rri) Tho cxpoaui': is spread over a large- number of unconnected cuunterparties and the "-.axintupi single concentration with any one counterparty was 5.73.0m (2017: £62.0m) at the balance sheet date.
The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances tor doubtful receivables, estimated by the Group's management based on prior experience and their assessment of the current economic environment. The provision for doubtful receivables at the balance sheet date was £4.3m (2017: £4.2m).
Most trade receivables are with public or quasi public bodies, principally the DfT, Network Rail and city councils in the UK arid school bus boards and city municipal authorities in Norln America. I lie Gicup duos not consider any of (huso counterparties to be a significant ris.<. each division within the Group has a policy governing credit risk management on trade receivables.
Ihe counterparties for bonk balances and derivative linancial Instruments aie mainly represented by lending banks and largo banks wi'Ji a minimum of 'A' credit ratings assigned by international credit rating agencies. These counterparties are subject to approval by the Board. Group treasury policy limits the maximum ceposii with any one counterparty to C75m, ano limits the maximum term to flues months.
An analysis of financial assets which aro pest due but riot impaired and movements m the provision tor doubtful receivables are set out below
2018 2017
Aging past due but not impaired trade receivables _ Em Cm
Less than 30 days 18.2 23.0
30 - 90days . fi2 11.9
90-180 days 5.1 4.1
180+days 13^2 7.4
Total 44.7 46.4
20TB 2017"
Movement in the provision for doubtful receivables Cm Cm
At 1 April 4.2 4.3
Amounts written off dunng the year (4 J) (3-0)
Amounts recovered during the year (0.6) (0.7)
Increase in allowance recognised in the income statement 5.4 3.2
Foreign exchange movements _ (0.4) ._ 0.4
At 31 March 4.3 4.2
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value










FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements
continued




18 Assets held for sale
2018 2017 Em Cm
Assets held tor sale , OS 2.9
The balances primarily relate to First Student yellow school buses which are surplus to requirements and are being actively marketed on the internet. Gains or losses arising on the dispose ol stcit asst-.ts aie included in arriving al oeorstinci p ofrt in the income statement. The G'ouo expects to sell such yellow school buses within 12 months of them going onto the 'for sale' list. The value at each balance sheet date represents management's best estimate of their resale value iess cost of disposal. There are no liabilities associated with these held for sale assets at the balance sheet date.
Movement in assets held for sale Cm
At I April 2017 2.9
Net book value of additions 7.2
Net book value of disposals (9-0)
Foreign exchange movements _ (0.2)
At 31 March 2018 " 0Ji_
19 Trade and other payables
2018 2017
Amounts falling due within one year Em Cm
Trade payables 248.8 255.6
Other payables 230.2 217.6
Accruals 785.6 607.3
Deferred income 83.6 49.7
Season ticket defened income _ 89.2_ 25.1
- , 1,437>t 1,155.3
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. Also included within accruals are provisions of £203.7m (2017: £169.6m) as disclosed in note 26.
The average credit period taken for trade purchases Is 29 days (2017: 32 days). The Group has controls in place to ensure that all payments are paid within the appropriate credit timeframe.
The Directors consider that the carrying amount of trade and other payablos approximates to their fair value.
20 Cash and cash equivalents
2018 2017 Em Cm
Cash and cash equivalents 555.7 400.9
The fair value of cash and cash equivalents approximates to the carrying valuo. Cash and cash equivalents includes ring-fenced cash ot Kt92.3m pul'/- C2!":9 8m), The most significant nng-fcnucil cash balances am he-Id by the Groups i irst Rui! subsidiaries. Under the teams ot the tail franchise agreements, casii can only oe distributed by those subs-diariG's up to the tower of the amou'il of thotr retained profits ot the amount determined by prescribed liquidity ratios. The ring-fenced cash represents cash which is not available for distribution and any additional amounts required to satisfy the liquidity ratios at the balance sheet date. Ring-fenced cash balances of £0.8m (2017: £4.0m) are held outside the First Hail subsidiaries.












126 FirstGroup Annual Report and Accounts 2018

21 Borrowings
2018 2017
Em Cm
On demand or within 1 year
Finance leases (note 22) 47.1 65.3
Senior unsecured loan notes - 80.0
Bond 8.125% (repayable 2018)' - 12.9
Bond 6.125% (repayable 2019) 261.3 3.0
Bond 875% (repayable 2021)1 30.1 30.2
Bond 5.25% (repayable 2022)' SJB 5.8
Bond 6.875% (repayable 2024)1 _ 7.2 _ 7.2
Total current liabilities 351.6 204.4
Within 1-2 years
Finance leases (note 22) 39.5 53.5
Loan notes (note 23) 9.5 9.5
Bond ai25% (repayable 2018) - 298.8
Bond 6.125% (repayable 2019) _ ^ 270.0
" '"" ~ 49.0 631.8
Within 2-5 years
Syndicated loan facilities 197.0
Finance leases (note 22) 18.0 64.8
'Bond 8.75% (repayable 2021) . 358.9 369.0
Bond 5.25% (repayable 2022) _ _ _ 321.6 _ _
"' ' 8B5JS 433.8
Over 5 years
Finance leases (note 22) 0.1 0.1
Senior unsecured loan notes 195.2
Bond 5.25% (repayable 2022) - 321.1
Bond 6.875% (repayable 2024) ___ _ 19?j8 1996
~~395.1 520.8

Total non-current liabilities at amortised cost 1,339.6 1,586.4
t Relates to accrued interest

Fair value of bonds and senior unsecured loan notes issued
. 2016 ZfllL
Par value Interest Fair value Fair value
Cm payable Month Em Crn
Bond 8.125% (repayable 2018) 300.0 Annually September - 342.6
Bond 6.125% (repayable 2019) 250.0 Annually January 262.2 274.1
Bond 8.75% (repayable 2021) 350.0 Annually April 448.0 474.1
Bond 5.25% (repayable 2022) 325.0 Annually November 373.4 384.9
Bond 6.875% (repayable 2024) 200.0 Annually September 255.2 266.4
$m Em Cm
Senior unsecured loan notes 275.0 Semi-annually Match & September 194.8
Senior unsecured loan notes - Semi-annually April 8 October - 82.0
(2017: S100m)
The fair value of the bonds and senior unsecured loan notes are inclusive of accrued interest. The fan values are calculated by discounting the future ras". fl"w tha' will oust; undur iiip o/nc.up






FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements continued




21 Borrowings continued Effective interest rates
The effective interest rates at the balance sheet datos were as follows:
Bank overdraft Bank borrowings Bond 2018 Bond 2019' Bond 2021' Bond 2022 Bond 2024
Senior unsecured loan notes
HP contracts and finance losses Loan notes
2018
LIBOR + 1% LIBOR + 0.5%
6.18% 8.87% 5.49% 6.95% 4.37%
LIBOR+ 0.6% up to average fixed rate of 42% LIBOR+ 1.0% up to total fixed rate of 11.0%
Maturity
July 2021
January 2019 April 2021 November 2022 September 2024 March 2025 / March 2028
various
Various
2017
LIBOR +1% LIBOR + 0.6% 8.32% 6.18% 8.87% 5.49% 6.95% 4.39%
LIBOR + 0.6% up to
avorugo flw»lrateof4.?% LIBOR + 1.0% up to u.'irl "xoo raleol (1.0%
Maturity
July 2021 September 2018 January 2019 April 2021 November 2022 September 2024 October 2017
Various
Various
1 the 20'l9^.nd 20V. ncndohavfcbtwn swappo Jlo ti:i^'!ng r;.ios h'iu iiix.; e h.;'
Carrying amount of gross borrowings by currency
Pounds Sterling US Dollar Canadian Dollar
2018 Em
1,392.4 291.7 7.0
1,691.1
2017 Cm
1,541.5 239.2
_ 10-1_ 1,790.8
Borrowing facilities
The Group had E603.0m (2017: £800.0m) of undrawn committed borrowing facilities as at year end. Total bank borrowing facilities at yBar end stood at £815.7m (2017: £816.4m) of which £800.0m (2017: E800.0m) was committed and £15.7m (2017: £16.4m) was uncommitted.
Capital management
We aim to maintain an Investment grade credit rating and appropriate balance sheet liquidity headroom. I he Group has net debt:EBITDA of 1.5 times f's at March 2018 (201/. 1.9 times).
Liquidity within the Group has remained strong. At year end there was £766.4m (2017: £941.1m) of committed headroom and free cash.
l argely due to seasonality in tho North American school bus business, ccmnr.ttod hosdroom typically redpeos during the financial year up to October and ,noreasos the'oa'ter. The Group's Treasury policy ivsiuires a minimum of £ihOm of com.mi'.tiid ht-adroorn at all times.
The Group's net debt, excluding accrued bond interest at 31 March 2018, was £1,070.3m (2017: f.1,289.9m) as set out on page 43 of the
Financial review.

















FirstGroup Annual Report and Accounts 2018
<










22 HP contracts and finance leases
The Gtuup h:-!il the ioilowiny obligations under HP i cut'acti-. .'iPd !;ivt;u t; lonsns MS rii tho .j.ipiric'



Due in less than one year
Due in more than one year but not more than two years
Hue in more than two years hut not inoW: than five years Due in rno-e V Pin fivr' yjars

Loss li.iiu.ro financing cnarges
2018 Minimum payments Em
48.3 41.6 19.6 0.1
109.6
(4.9)
M04.7
2018 Present value of payments Em
47.1 39.5 18.0 0.1
104.7

104.7
20)7
Minimum
payments
_Cm_
66.9 56.4 702 0.1
193.6 (9.9)
183.7
2017 Present value of payments £m
65.3 53.5 64.8 0.1
183.7

183.7

HP lease obligations
Pounds Sterling denominated fixed rate leases
Pounds Sterling fixed rate leases Average remaining lives Effective borrowing rate
2018
E1.2m 1 years 3.68%
2017
£11.1m 2 years 2.96%

US Dollar denominatod fixed rate leases
US Duilar %ud t alt! leases Average remaining lives Effective borrowing rate
£96.5m 2 years 2.50%
£159.2m 2years 2.57%
2018 2017
£7.0m £10.1m 2 years 2 years 4.27% 4.13%
Canadian Dollar denominated fixed rate leases
Canadian Dollat fixed rate leases
Average remaining livBs
Effective borrowing rate
Ihe Gr.jup considers llifire, to be ho material difierance buiweur rh: air vhIups oi trio Pounds Sterling and Gansdia i Dollar finance leases and the carrying amount mths balance shuet. The US Dollar finance leases have a fa* value of rsitj.lm (2017: £lSK.8m). I he fair value ts calculated Oy discour ilirio future cash flows that will arise under the lease agreements.
23 Loan notes
Ihe Group Dad tliu fufluwliiy luait uutm Ujued aa at tho balanoti ohoot date?;
2018 2017 Cm £m
Due In more than one year but not more than two years 9.5 9.5
The loan notes have beep classified by raierThe ioan notes have an average effective borrowing rate of 10.1% (2017:10.1%) and an average remaining term of 3 years (2017: 4 years) assuming that the holders do not request redemption. The fair value of the loan notes has been determined to be £H.2m (2017: £12.3m). This has benn calculated by discounting futuie cusli flow-, lhal will sm untie' U'C-Iohp rotes.






)



FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements
continued




24 Financial instruments Derivative financial instruments
2018 20I7
Em Cm
Total derivatives
Total non-current assets 25.0 48.6
Total current assets 27.3 1.7
Total assets 52.3 50.3
Total current liabilities 6.7 29.5
Total non-current liabilities 3.0 8.6
Total liabilities " 9.7 38.1
Derivatives designated and effective as hedging instruments carried at fair value Non-current assets
Coupon swaps (fair value hedge) 17.6 48.6
Fuel derivatives (cash flow hedge) 7.4
" " " ~ "" _ _ _ 25.0 48.6
Current assets
Coupon swaps (fair value hedge) 11.4 -
Fuel derivatives (cash flow hedge) 15.9 0.6
Currency towards {cash How hedge) - 0.7
27.3 li
Current liabilities
Fuel derivatives (cash flow hedge} 1.4 29.4
Currency towards (cash How hedge) 5.3
~~ ^2 _ _ H_ 29.5
Non-current liabilities
Currency forwards (cash flow hedge) 2.9
Fuel derivatives (cash flnw hedge) 0.1 8.6
zzr- z zr- _~ r- 8.6
Derivatives classified as held for trading Current assets
Currency forwards - OA
Iota) oast i How hedges aro an asset of t'ld.6in (:-:0i,': lyiK.jirn liability). I oral iu» value hedyes art; an asset ci !>3.0m (20':. l/ii3.8iTi)
During the year £33.7m was credited to the hedging reservo in msped of casn flow hedges |?01i'- CKr.Sm credited).
Ihe follow.ng losses transferred from equity into profit o> loss tJunny the yc-ar aio included in Ihki lie::* in ;ho consolidated income statement:
2018 2017 Em Cm
Operating losses (11.4) (56.4)













FirstGroup Annual Report and Accounts 2018
an! kshiluics {„'v.l„dii c .ish. trade am', «x"w wovatm. a Ada una other pa>';ihfcs) i'mi wrj

2016
Fair valuo Carrying
- value
Level 1 Level 2 Level 3 Total Total
Cm Cm Cm Cm Em
Financial assets
Cash and cash equivalents Trade and other receivables fifirivatlve financial instruments
Financial liabilities and derivatives
Borrowings
Trade and other payables Derivative financial Instruments

584.7 52.3

1,6521 1,437.4 9.7

1,691.1 1,437.4 9.7
555.7 555.7 584.7 584.7 52.3 52.3

1,849.1 1,437.4 9.7



Level I Em


Level 2 £m


Level 3 Cm
Fair value
Total Cm
2017
Carrying value Total Em
Financial assets
Cash and cash equivalents Trade and other receivables Derivative financial instruments
Financial liabilities and derivatives
Borrowings
Trade and other payables Derivative ft lancial instrui i ici >ls

527.7 50.3

1,958.7 1,155.3 38.1
400.9 527.7 50.3

1,958.7 1.155.3 38.1
400.9 527.7 50.3

1,790.8 1,155.3 38.1
Level 1: Quoted prices in active markets for identical assets arid liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liaoility either directly or indirectly. Level 3: Inputs for the asset or iiability that are not based on observable market data. There were no transfers between Level 1 and Level 2 during the current or prior year.

Financial assets/fjiabilitles)
Derivative contracts
Coupon swaps
Fuel derivatives
Currency forwards

Trade and other receivables
Trade and other payables
6) Borrowings
Fair values at 31 March 2018 Em
29.0

21.8

(8.2)

584.7 1,437.4
1,849.1

48.6 (37.4) 1.0
Valuation technique(s) and key inputs
-::-;:il|;>
;-nti>rp;i!t:i>;.
DiwiAinxo r.asr.'ow, futr-ro r.;v-A \ ;iuvi':> aie estimated Pasrxr cn forward interest rates and contract interest rates and then discounteo
at a rote that idtects
Level 2
Level 2
Diivxit.inii:!' r;.s>- \u>v: iuturu ' ;isii ttr.wr. an? estinviol onvsa ur forward fuel prices and contract rates and then discounted at a iuli: ;d?:t rpi.o^is :h:.- or-riS1 !^k,;-rir> :-;:'rj i, .s-u-c-.i fonvard foreign exchange rates and contract rates and then discounted
Level 2 Level 2
527.7 1,155.3
"1 l.'liS !'::'i lUltSHS VK Liu- K ''<<¦< Of .PO v.'VioUS C( luPtOlfV'Iftas.
Carried al amortised cost using trie effective interest rate method. Initially measured at fair value, and are subsequently measured
tit rant sir si usuai i> ¦• 'liv* :i lU-voat i:ite nvcl'vxi.
1,958.7 Level 1&2 Measured either on an amortised cost basts or at far value.
Pv>.
ill..




FirstGroup Annual Report and Accounts 2018 131

Notes to the consolidated financial statements continued




24 Financial instruments continued
The following gains and losses on derivatives designated for hedge accounting have been charged through the consolidated income statement in
the year:
2018 2017
Em Em
Losses on hedging instruments in fair value hedges (21.6) (9.5)
Gains on hedged item attributable to hedged risk fair value hedges 21.9 10.2
Giwrige m tho fair value of derivatives classified r;s held tor trading (0.4) 0.3
_ .... . '(01) 1.0
Financial risk management
liio Group is exposed to financial risks including liquidity r;sK. ¦ ifidit risK and <;oda::i marM b;.:_od nsks pi: coany t;s.ny thou''or'ts ol ci »: -.r.:. -. ;n foreign exchange rates, interest rates and fuel prices. Tha Group manages these risks within the context of a set of formal policies established by the Board. Certain risk management responsibilities are formally delegated by the Bqard, principally to a sub-committee of the Board and to the Chief Financial Officer and to trio Treasury Oornnnttoa Trip Treasury Commit te^ r-nnipf'ses the Chief Financial Officer f\nd es.i fain senior liri;mce employees and is responsible for approving hedging transactions permitted under Board approved policies, monitoring compliance against policy and recommending changes to existing policies.
Liquidity risk
Liquidity risk is the risk that Ine Group may encounter diftiuuky in muotitig obliciai oris assoc'fttcd with financial i-ibili&s. ilio objective ol tiio Group's liquidity risk management is to ensure sufiiciun; aimwiit d liquidity nisouicu.; <.:< :t. I nt; iioup has p divo-siferi dec: st'uvturt.; laigoly represented by medium term unsecured syndicated committed bunk fyctttras. medium to long term tinsi -cutod bond debr and finance l»*asc«. It is a policy requirement that debt obliyations must bu addressed well Group treasury policy requires a minimum of £150m of committed liquidity headroom at all times within medium term bank facilities and such facilities must be renewed or replaced well before their expiry dates. At year end, the total amount of these facilities stood at EROO.Om (2017: £800.0m), and committed headroom was £603.0m (2017: £800.0m), in addition to free cash balances of £163.4m (2017: £141.1m). The next material contractual expiry of revolver bank facilities is in July 2021. Largely due to the seasonality of the Rrst Student school bus business, headroom tends to reduce from March to October arid increases again by the following March.
The average duration of net debt (excluding ring-fenced cash) at 31 March 2018 was 4.1 years (2017: 3.6 years).
The following tables detail the Group's expected maturity of payablos/frecoivnbkis) for it? derivative 'manct'-sl instruments and trade and other payables. The amounts in those tables ary different to the balance street ris ti n-: table is prepared on an undiscountnd cash flow basis
2018
<1yeer 1-2 years 2-5 years > 5 years Total
Cm Em Em Cm Cm
Coupon swaps (15.3) - (30.9) - (46.2)
Coupon swaps 3.8 - 12.9 - 16.7
Fuel derivatives , (14.5) (6.3) (1.0) - - (21.8)
Currency forwards 5.3 2.4 0.5 - 8.2
Trade and other payables 1,437.4 - - - 1,437.4
1,416.7 (3.9) (18.5) 1,394.3
2017
< 1 year 1 -2 years 2-5 years > 5 yeais Total
Em Em Cm Cm Cm
Coupon swaps - (30.6) (38.7) - (69.3)
Coupon swaps - 9.4 10.4 - 19.8
Fuel derivatives 28.8 7.8 0.8 - 37.4
Currency forwards (1.0) - - - (1.0)
Trade and other payables 1,155.3 . _ _ 1,155.3
" "- 1.183.1 (13.4) (2/5) - 1,142.2
Total amounts payable per the tables are£1,462.3m (2017: £1,212.5m). Total amounts receivable per the taoles are £68.0m (2017: £70.3m).
'-id -K-r.-.si-.- tilt-iiii al instrument- had coibvi"! "¦ c;,.il'iv;;;K o. w-.-'.- dv '.-a d" ";;itd in ,i,>y p; Vv ¦ v.





FirstGroup Annual Report and Accounts 2018
i-iaii.;!¦()!: and cash lews reported iri pounds Stoilmo. duo ic movements a;'!i. with tr-o LS bi;nig trio ncs" Significant. Consequently, the principal
24 Financial instruments continued
Currency risk
Currency nsk is thr» nsl< of financial loss to fcciqr currency not v, [¦; exchange rates.
Tho Croup's principal epilations outside Ihn UK aro in the US ann Cora currency risk relates to movements in the US Dollar to pounds Sterling.
'Certain' and 'highly probable' foreign currency transaction exposures may be hedged at the time the exposure arises for up to two years at specified If vols, or longer il there is a very high dodreu oi ccdan'tv. 11 ie. Group coos not hedge the •.raiv.lslion of earnings Into the Group input lino cur'oncy (pounds SlerBng). but accepts lhat'reooitod Group uairiinus v.ili •k-otu.ste us oxchdriiiu 'ales a-iairis! pounds Steiling fiuciunto fat the currencies in which the Company does business. During tfie year, the net cash generated in each currency may be converted by Group Treasury into pounds Sterling by way of spot transactions in order to keep the currency composition of net debt broadly constant.
2018 Cm
IFRS ? requires tho Group to stow the impact on profit aflf.-r fe< and bodging reswv> on financial instruments, from movement in exchange rates. The following analysis details the Group's sensitivity to a 10% strengthening in pounds Sterling against the US Dollar, The analysis has been prepared based on ihe chat-go taking place at the bc-dinriinu, of Inn financial yiar and bnlng held constati1 throughout ihe reporting period. A positive number indicates an increase in earnings or equity where pounds Sterling strengthens against the US Dollar.
2017
0.7 (0.8)
Em
4.8 2.2
Impact on profit after tax Impact on hedging reserve
Interest rate risk
The Group has variable rate debt and cash and therefore net income is exposed to the effects of changes to interest rates. The Group treasury oollcy objective is to maintain fixed Interest rates at a minimm of 50% oi m-balance sheet pu del* ovar the nwrr&wi ten., so that volatility is substantially reduced year-on-year to EPS. I'he policy objoclive is primarily acrnoved tnmugh fixed rate debt. The mam floating r ate benchmarks on variable rate debt are US Dollar LIBOR and pounds Sterling LIBOR.
At 31 March 2018, 78% (201!. 84%) of net debt was fixed. This fixed rstr, protection had an average duration of 6.7 years (2017: 3.7 years).
Interest raw risk within operating leases is hedged 100% by ap/eeifg fixed rentals with the lessors prior to iocoptior! of tiio loose contracts.
Fair value changes in the £250.0m 2019 and the £350.0m 2021 Sterling bonds relating to the UBOR element are hedged with coupon swaps. These swaps offset the fair value movements in the bond in the income statement and have the same term as the bonds.
The following sensitivity analysis details the Group's sensitivity to a 100 basis points (1%) increase in interest rates throughout the reporting period With all olher variables held constant.
2018 Em
2017 Em
Impact on profit after tax
Interest rate hedges
The following table entails tho notional amounts ol .ntr.rosr rat,= swap uonuncts dosigrWfGV'l us a Cvli: (U. iv ui ,',u vjluu Iir'tlLjU winch lmjiu
outstanding at the repoi ting date, the avoraqe fixed rate payable or recc-ivjolo urtcyr irwse swaps l*-er> loir value. Tl.e average interest rate s based on the outstandiiig balances at the reporting oats. 'Tie fa'rwiltiB of .merest rate swaps is Determined oy discci intii to ih? tuture cash flows.
file .merest tato swaps spdle on s quarterly oi so'-i .mnti'il basis, i ne "ji(tf:-ftAverage fixed rale Notional principal amount Fair value asset
2018 2017 2018 2017 2018 2017
Fair value hedges % % Em Cm Em Em_
Less than one year 6.13 - 250 - 8.4
One to two years - 6.13 - 250 - 20.1
1 vw to ftvoyears 2.21 221 350 350 105 20.4









FirstGroup Annual Report and Accounts 2018

Notes to the consolidated f inancial statements continued




24 Financial instruments continued Fuel price risk
The Group purchaser, diefol fuel on aflodl nu price basis in Ms f I lu-., I r pros* tic": uvwr tin- rrpoiurn tern",, so that are ousii iussos affoctoo sro protected from any sudden and significant incrsri**s arte i iuvc tinvno p-opa-fl for potentially higher costs, wniu retaining soma access ic notcntially tower costs over (lie medium term. Tha Group primarily uses fixer I rare swap nsriu-rents to ircUevo sitjn.rcanl fixed prior certainty. During the year to 31 March 2018, the Group was hedged 78% on fuel price risk.
The Group has also entered into swaps for periods from April 2018 to March 2021 wrtn the majority of these swaps relating to the year to 31 March 2019. The swaps give rise to monthly cash flow excnanyesi win rxwnterrvtrhes to of'set the undei lying sefjratiei it of floating prior: costs except where they have a deferred start date. Gains or losses on fuel derivatives are recycled from equity to the income statement on qualifying hedges to achieve: fixed into fuel cools within opcratinq results.
1 he following analysis details the Group's sensitivity on profit aflnr tax -md equity it the price of cruds oil had rven Si Ci r ic*.' barrel higher at tho year end:
2018 2017
Em Em
Impairi on profit after lax (3.4) (3,2)
Impact on hedging reserve 21J 23.7
Volume at risk for the year to 31 March 2019 is 3.2m (year to 31 March 2018: 3.2m) barrels for which 69% is hedged to diesel price risk. 25 Deferred tax
The major deferred tax liabilities/(assets) recognised by the Group and movements thereon during the current and prior reporting periods aro
as follows:
Accelerated Retirement UInsr
tax benefit temporary
depreciation schemes differences Tax losses Total
£m £m £m Em Em
At 1 April 2016 174.2 (78.3) 70.7 (212.3) (45.7)
Cfrarge/(credit) to income statement 22.6 8.5 (19.2) 28.9 40.8
Charge/(credit) to other comprehensive income - (7.3) 19,0 - 11.7
Foreign exchange and other movements 21.2 (8.8) 11.7 (32.4) (8.3)
At 31 March 2017 " 2J8.0 (85.9) _ 82.2_ £15.8) (1.5)
(Creditycharge to income statement (19.9) (1.0) 2 7 (26.7) (44.9)
Charge to other comprehensive income - 26.6 10.7 - 37.3
Foreign exchange and other movements (23.7) 6.5 (9.7) 20.5 (6.4)
At 31 March 2018 174.4 (518) 85.9 (222.0) (15.5)
Certain deferred tax assets and liabilities have been offset It* fdlo-vinci's Hi."- riea-Vsis of tn? deferred tax balances for frwncial noporfnej pwposos.
2018 20I7
Em Em
Deferred tax assets (37.7) (25.8)
Deferred tax liabilities _ _ 22.2 24.3
""" " - "" (Ts.5) ""(1-5)
The deferred tax asset relates to the UK and is recognised despite there being a loss in the current year caused by the non recurring TPF. onerous contract provision. It is appropriate to recognise this deferred tax ussm as the remainder pi trie Group in Iho UK is profitable.
No deferred tax has been recognised on deductible temporary differences of £52.5m (2017- £62.1 m) and tax losses of £141.9m (2017: £141.lm). The earliest period in which somo of the unrecognised assets will expire is year ended 31 March 2027.
No deferred tax asset has been recognised in respect of E2.4m (2017: £2.4m) of capital losses.







FirstGroup Annuel Report and Accounts 2018

26 Provisions
2018 2017
Em Em
Insurance claims 231.7 236.1
Legal and other 2811 45.7
TPE onerous contract 79.2
Pensions 2.0 2.4
Non-current liabilities 341.0 284.2
Insurance Legal TPE onerous
claims anci olher contracf Pensions Total
Em £m Em Em Em
At 1 April 2017 391.0 . 60.4 - 2.4 453.8
Charged to the income statement 196.5 27.4 106.3 - 330.2
Utilised in the year (192.7) (17.3) - (0.4) (210.4)
Notional interest 11.0 - - - 11.0
Foreign exchange movements (37.0) _(2.9) - - (39.9)
At 31 March 2018 368.8 67.6 106 J 2.0 644.7

Current liabilities 137.1 39.5 27.1 - 203.7
Non-wrrent liabilities 231.7_ 28.1 _ 79.2 2.0 341.0
At 31 March 2018 36&8 67.6 106.3 2.0 644.7
Current liabilities 154.9 14.7 - - 169.6
Non-current liabilities 236.J 45.7 - 2.4 284.2
At 31 March 2017 391.0 60.4 - 2.4 453.8
i.
The current liabilities above are included within accruals in note 19.
The insurance claims provision arises from estimated exposures for incidents occurring prior to the balance sheet date. It is anticipated that the majority of such claims will be settled within the next six years although certain liabilities in respect of lifetime obligations of £22.2m (2017: £21.7m) can extend for up to 30 years. The utilisation of £192.7m (2017: £194.3m) represents payments made largely against the current liability of the preceding year.
The insurance claims provisions contains £15.5m (2017: £27.7m) which is recoverable from insurance companies and is included within other receivables in note 17.
Legal and otlier provisions relate to estimated exposures lor cases filed or thought highly lively to be lited 'ty Incidents that occurred prior to the balance sheet (fate. It is anttcipatod that most of tneso items wifi bo settiud wrt'w 10 yoa'S. Also included arc piovsions in respect of costs
anticipated on ihu uxll ui sui plus piupui lies wl iiU i aie impacted to be nettled over tho remaining tonne of tho raspoctlvo loaves and dilapidation,
other provisions in respect of contractual obligations under rail franchises and restructunng costs, The dilapidation provisions ar© expected to be settled at the end of the respective franchise.
The onerous coniiact provision in respect of i HE has been calculated base.ri on undated P-iancis1 forecasts for this franchise until tho initial end date, of 31 March 2023. The updated forecasts r-nc hasod on a numou of di.sumpt.oris , must siniiificanily passenyoi M.-venuo giowth. 1 hose aro based on economic and other exogenous faclors as well as changes m fmotofclss. rapacity and ic*pji siocl< Whilst iho onerous contract provision is based upon management's current best estimate, there can be no certainty that actual results will be consistent with those forecast. The TPE onerous contract provision is sensitive to a change in the assumptions used, most notably to passenger revenue growth. A reduction or increase of 0.5% in the cumulative annual passenger growth rate assumption would increase or decrease the onerous contract provision required by £27 0m Trie provisions aie oipeotcd to be iuliy utilised within five y^ars.
The pension's provision relates to unfunded obligations that arose on the acquisition of certain First Bus companies, it is anticipated that this will be utilfeed over approximately I've '/curs.









FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements continued




27 Called up share capital
2018 2017
Em Em
Allotted, called up and fully paid
1,210.8m (2017: 1,207.7m) ordinary shares of 5p each ¦ 60.5 130.4
I hn Company has one class of ordlnaiy shares wh,:-.;l: 't-:'n\- no ¦ i-^t'-t to ,;'28 Reserves
The hedging reserve records the movement on designated hedging items.
The share premium account represents the premium on shares issued since 1999 and arose principally on the rights issue on the Ryder acquisition in 1999 and the share placings in 2007 and 2008. The reserve is non-distributable.
The own shares reserve represents the cost of shares in FirstGroup pic purchased in the market and either held as treasury shares or held in trust to satisfy the exercise of share options.
Hedging reserve
The movements in the hedging reserve were as follows:
2018 2017 Em Em
Balance at 1 April (17.9) (68.6)
Gains7(losses) recognised:
Fuel derivatives 46.5 12.7
Currency forwards (12.8) 0.6
Charged/(credlted) to Income statement:
Fuel derivatives 7.4 56,4
Currency forwards 4.0
Tax on derivative hedging instrument movements _ (10.7) (19.0)
Balance at 31 March 16.5 (17.9)
Own shares
The number of own shares held by the Group at the end of the year was 7,653,968 (2017:437,005) FirstGroup pic ordinary shares of 5p each. Gl those, 7,404,210 (2017: .5"0 (2017. 32.520! by the FirstGroup pic Qualifying Employee Share Ownership Trust and 157,229 (2017:157,229) were held as treasury shares. Both trusts and treasury shares have waived tho rights to dividend income from the FirstGroup pic ordinary shares. The market value of the shares at 31 March 2018 was £6.3m (2017: £0.6m).
Capital Total
redemption Capital other
reserve reserve reserves
Other reserves Em Em Em
At 31 March 2018 and 31 March 2017 1.9 2.7 4.6
There have been no movements on the capital redemption reserve or capital reserve during the year ended 31 March 2018. The capital redemption reserve represents the cumulative par value of all shares bought back and cancelled. The capital reserve arose on acquisitions ii i 'Jf>0Q. Neither reserve is disti ibutablo.
29 Translation reserve
Em
At 1 April 2017 708.4
y^yiTtcntforthuiiiiJo'ivir.iVi.-r (324.9)
At31 March 2018 383.5
The translation reserve records exchange differences arising from the translation of the balance sheets of foreign cuirency denominatec subsidiaries offset by movements on loans usee to hedge the not investment in those foreign subsidiaries.





FirstGroup Annual Report and Accounts 2018

30 Acquisition of businesses and subsidiary undertakings
2018 2017 Cm Em
Provisional fair value of net assets acquired:
Property, plant and equipment 1.6
Other intangible assets 0.7
Other liabilities (0.3)
2.0
Goodwill _ _ _ 12
Ka'isfed l y nash paid and payable 3£
On 11 August 2017, the Group completed the acquisition of Falcon Transportation, a Chicago-based provider of school and charter transportation services. Tho £3.2m consideration represents £2.9m cash paid in the period and £0.3m of deferred consideration.
The business acquired during the year contributed £3.2m (2017: £nil) to Group revenue and £0.3m (2017: EnH) to Group operating loss from date of acquisition to 31 March 2018.
If tho acquisitions of tha business acqi wed durinp; the year had lv.acqi nsition tor the (xirioil would have boon C-I.Sni (201 /. r.Tiil) and tho Group operating profit fiuru this, acquisition uttriUi'-ubtM lu equity holders ol tna
parent would have been £0.5m (2017 £nil).
31 Net cash from operating activities
2018 2017 Em Em
Operating flossl/profri (196.2) 283.6
Adjustments for:
Depreciation charges 389.6 352.9
Capital grant amortisation (16.0) (6.3)
Amortisation charges 70.9 60.2
Impairment charges 284.8 4.5
Share-based payments 8.9 8.2
Loss/(profit) on disposal of property, plant and equipment 8.3 (18.9)
Operating cash flows before working capital and p-fcrisiors 550.3 685.2
Decrease in inventories 4.6 1.3
Increase in receivables (168.7) (36.7)
Increase in payables 341.7 56.3
TPE onerous contract prevision 106.3
Decrease in other provisions (10.5) (30.6)
Defined braieffl pension payments in excess of income statement sharps _ (47.9) J37.6)
Cash generated by operations 7733 037.9
Tax paid (1£2) (10.2)
Interest paid (122.1) (100.9)
Interest element of HP contracts and finance leases (4-6) (6.4)
Net cash from operating activities 636.9 520.4













r-irstf-Woup Annual Report and Accounts 2018
Notes to the consolidated financial statements continued




32 Analysis of changes in net debt
At 1 April 2017 Em
Cash Exchange tlow Movements Em Em

Other Em
At
31 March 2018 Em
Components of financing activities:
Bank loans
Bonds
Fair value of interest rate coupon swaps Senior unsecured loan notes Finance lease obligations Other debt
Total components of financing activities Cash
Fling-fenced cash
Cash and Cash equivalents

(1,458.5) 40.9 (80.0) (183 7) (9.5)
(1,690.8)
141.1 259.8
400.9
(197.0) 300.0
(116.8) 63.1
48.3
18.2 132.5
150.7



0.6 15.5 3.0
19.1 4.1
4.1
(197.0) (1,138.6) 19.0 (195.2) (104.7) (9.5)
(2.6) (1,626.0)
163.4 392.3
555.7
(2.6) (1,070.3)
At 1 April 2016 Em
Cash flow Ern
Exchango Movements Em

Other Em
At
31 March 2017 Em
Components of financing activities:
Bank loans
Bonds
Fair value of interest rate coupon swaps
Senior unsecured loan notes
Finance lease obligations
Other debt
Total components of financing activities
Cash
Ring-fenced cash
Cash and Cash equivalents

(1,467.5) 51.1 (105.9) (238.3) (9.7)
(1,770.3)
140.2 _219.9_
360.1



41.0 75.0 0.1
116.1
(8.8) 39.9
31.1



(15.1) (23.9) 2.8
(36.2) 9.7
9.7

(1,458.5) 40.9 (80.0) (183.7) (9.5)
(0.4) (1,690.8)
141.1 259.8
400.9
(0.4) (1,289.£
All values above exclude accrued interest.















FirstGroup Annual Report and Accounts 2018

33 Contingent liabilities
Investigations into the Croydon tram incident are ongoing and it is uncertain when they will be concluded. The tram was operated by Tram Operations Umited (TOL), a subsidiary of the Company, under a contract with a Ttl. subsidiary. TOL provides the drivers and management to operate the tram services, whereas the infrastructure and trams are owned and maintained by a TfL subsidiary. No proceedings have been commenced and, as such, it is nut possible to assess whothar any fn-.ancrJ ptnioUiosor tvtotcdt.oslscoula bo incuirod.
To support suusii.fcry undertakings in their normal course of buairess the Company u id cortain subsidiam-s have indemnified car tan hanks and insurance companies who have issued performance bonds for £783.1m (2011: E710.4m) and letters of credit for E327.7m (2017: £369.0m). The performance bonds relate to the North American businesses of £544.6m (2017: E570.1m) and the First Hail franchise operations of £238.5m (2017: E140.3m). The letters of credit relate substarrtialty to insurance arrangements in the UK and North America. The parent company has committed further support facilities of up to £145.2m to First Flail Train Operating Companies.
The Company is party to certain unsecured guarantees granted to banks for overdraft and cash management facilities provided to itself and subsidiary undertakings. The Company has given certain unsecured guarantees for the liabilities of its subsidiary undertakings arising under cortain loan notes, HP contracts, finance teases, operation teases and cortan pension sclrcm* amnrjsnients If also pKWd^ unsfx-urt^ moss .rjuararrioos tn cttrtah subsidiary undertakings as required by VAT legislation. First Bus subsidiaries have provided unsecured guarantees on a pint and several basis to the Trustees of the First Bus Pension Scheme.
The Group Is party to legal proceedings and claims which arise in the normal course of business, including but not limited to employment and safety claims. The Group takes legal advice as to the likelihood of success of claims and cxiunterclaims. No provision is made where due to inherent uncertainties, no accurate quantification of any cost, or timing of such cost, which may ansa from any of the legal proceedings can be determined.
In its normal course of business Rrst Rail has ongoing contractual negotiations with government and other aganrsatiorts.
On 14 November 2017, Reading Borough Council served First Greater Western Limited (GWR), a subsidiary of the Group, and Network Rail Infrastructure Limited (a thid party) with a noise abatement notice in respect of the operations at the Reading railway depot. The serving of the notice has been appealed and the •dated court hosing is currently schedtM to take place in the frsl quarter cf 2(519 (irts>s tho rn.sf.et © setifcd between the portius before tl rat catn). It is not possible at this stage to quantify the implications for the GWR operations, if any, if they are not ultimately successful with respect to the appeal.
34 Operating lease arrangements
2018 2017 Cm Em
Minimum lease payments made under operating leases recognised in the income statement for the year:
Plant and machinery 23.7 22.0
Track and station access 154.4 f 10.1
Hire of rolling stock 255.3 89.8
Other assets _ _ _ 8^2 7ao
522.6 300.9
At the balance sheet dates, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2018 2017
Em Cm
Within one year 955.6 405.1
lii'Jierstcoiidtonflliyearsinclusi'X) 2,158.7 995.6
After live years _ _ _ . 507.8 70.4
3,622.1 1,471.1
Included in the above commitments are contracts held by the First Rail businesses with Network Rail for access to the railway infrastructure track, stations and depots of £1,027.6m (2017: £348.5m). They also have contracts under which they lease rolling stock of £2,223.6m (2017: £845.4m).












FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements continued




35 Share-based payments Equity-settled share option plans
The Group recognised total expenses of L'8.9m (201V: £8.2m) related to equity-settled share-Dased payment transactions, (a) Save as you earn (SAYE)
The Group operates an HMRC approved savings related share option scheme. Grams were made as set out beiow. The scneme is based on eligible employees being granted options and their agreement to opening a sharesavo account with a nominated savings carrier and to save vmaeKly ty monthly over a specified pe'iod. Shenjsave accounts are held with Computerstiare. The right tc oxcrcisn the option is at the omptovorr's discretion at the end of the period previously chosen for a period of six months.
SAYE SAYE SAYE SAYE SAYE
Dec2013 Doc2014 l>n2015 Dec?016 Doc2017
Options Options Options Options Options
Number Number Number Number Number
Outstanding at the beginning of the year 1,774,1354 5,671,340 6,709,681 7,595,520
Awarded during the year - 9,954,274
Exercised during the year (759,602) (1,299,179) (55,341) (15,375)
Lapsed during the year - (1,015,052) (396,939) (774.931) (873,816) (199,161)
Outstanding at the end ofthe year - 3,975,222 5,879,409 6,706,329 9,755,113
Exercisable at the end of the year - 3,975,222 -
Weighted average exercise price (pence) 94.1 97.0 85.0 86:0 83.0
Weighted average share price at date of exercise (pence) 126.9 102.8 113.5 112.8 N/A
(b) Deferred bonus shares (DBS)
DBS 2007 DBS 2008 DBS 2009 DBS 2010 DBS 2011
Options Options Options Options Options
Number Number Number Number Number
Outstanding at the beginning of the year 18,831 46,761 31,1.09 63,150 117,835
Exercised dunng the year (17,257) (18,765)_ P.616) _ (8,028) (29,345)
Outstanding at the end of the year ' _ _ 1,574 27,996 27^493 55,122 88,490
Exercisable at ttoeerxlcf the year 1,574 27,996 27,493 55,122 86\490
Weighted average exercise price (pence) Nl Nil Nil Nil Nil
Weighted average share price at date of exercise (pence) 134.6 98.8 140.2 140.9 122.9
DBS 2012 DBS 2013 DBS 2014 DBS 2016 DBS 2016 DBS 2011 Options Options Options Options Options Options Number Number Number Number Number Number
Outstanding at the beginning of the year 164,972 708,331 1,960,690 2,503,615 1,586,348
Granted during the year _____ 2,144,862
Forfeited during the year - (79,639) ¦ (46,909) (43,862)
Lapsed during the year - (8,876) (2,096)
Exercised during the year (45,980) (301^773) (1,598,475) (116,921) (2,765) jl^pOjO
Outstanding at the end ot the year 118,992 _ 406,558 362,215 2,298,179 1,534,578 2,099,093_
Exercisable at the end of the year 118.992 406,558 362,215 31,397 2,312 1,673
Weighted average exercise price (ponce) Nil Nil Nil Nil Nil Nil
Weighted average share price at date of exercise (pence) 115.3 108.2 130.4 133.4 112.1 112.1












140 FirstGroup Annual Report and Accounts 2018
35 Share-based payments continued (c) Buy As You Earn (BAYE)
BAYE enables eligible employees to purchase shares from their gross income. The Company provides two matching shares (or every three shares bought by employees, subject to a maximum Company contribution of shares' to the value of £20 per employee per month. If the shares >vd held in tjyst for five years oi moie, no income tux and national •nsuianco wit! bo payable. Too rnafcitung sharps wi'i iie fpr'oiicd ii trie corresponding partnership shares are removed from trust within three years of award.
At 31 March 2018 there were 6,263 (2017: 4,275) participants in the BAYE scheme who have cumulatively purchased 18,817,893 (2017: 16,702,455) shares with the Company contributing 6,218,455 (2017: 5,535,678) matching shares on a cumulative basis.
LTIP 2014 Options Number
LTIP 2015 Options Number
LTIP 2016 Options Number
LTIP 2017 Options Number
Outstanding at the beginning of the year Granted during the year Forfeited during the year Lapsed during the year Exercised during the year
Outstanding at the end of the year
Exercisable at the end of the year
9,145,375 3,367,906 3,584,210
6,965,893
(35.438)
(38,405)
(132,253) (7,594.201) (1,414,875)
4,046 3,332,468 3,545,805 6,965,893
4,046 - - , -
Weighted average share price at date of exercise (pence)

(e) Divisional Incentive Plan (DIP)
Outstanding at the beginning ofthe year Granted during the year Forfeited during the year Lapsed during the year Exercised during the year
Outstanding at the end of the year
7,781.248 1,125,912 (18,952) (7,781.248) (6,316)
1,100,644
Exercisable at the end of the year
Weighted average exercise price (pence)
Weighted average share price at date of exercise (pence)
Nil 112.1

ESP 201b Options Number
ESP 2016 Options Number
ESP 2017 Options Number
Outstanding at the beginning of the year Granted during the year Forfeited during the year Lapsed during the year Exercised during the year
Outstanding at the end of the year
Exercisable at the ond of the year
Weighted average exercise price (pence)
Weighted average share price at date of exercise (pence)

(40,505)
(311,372)
659,240
296,716 Nil 121.0
1,011,117 1,746,770
(115,622) (15,061) (376,499)
1,239,588
203,934 Nil 121.8
3,432,146 (181,847)
(6,176)
3,244,123
11,163 Nil 112.1








FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements
continued




35 Share-based payments continued
The fair vaiues of the options granted during the last two years were measured using a Biack-Scholes or other appropriate valuation models. The inputs into the models were 8S follows:
2018 2017
Weighted average share price at grant date (pence)
-DBS 140.1 92.6
-SAYE December 2016 - 107.6
-SAYE December 2017 108.0
LTIP 104.7 92.6
-ESP 104.7 92.6
Weighted average exercise price at grant date (pence)
-DBS
-SAYE December 2016 - 86.1
SAYE December 2017 83.0
LTIP
ESP
Expected volatility (%)
-DBS N/A N/A
-SAYE December 2016 - 35
-SAYE December 2017 35
-LTIP 32 37
ESP N/A N/A
Expected life (years)
-DBS 3.0 2.75
-SAYE schemes 3.0 3.0
LTIP 2.35 2.75
-ESP 3.0 3.0
Rate of interest (%)
-DBS N/A N/A
SAYE December 2016 - 0.3
SAYE December 2017 0.5
LTIP -ESP
Expected dividend yield (%)
DBS -
SAYE December 2016
SAYE December 2017 --LTIP
-ESP
Expected volatility was dotalminsd by calculating tho historical volatility o: the Or-:nip's- sharo- pra> ow il:.! previous ftvi; years. The oxprjot^d life used ;n the model has been adjusted based on management's best estimate, for the effects of non-transferabiltty, exercise restrictions and behavioural considerations,
Allowances have been made for the SAYE schemes for the fact that, amongst a group of recipients some are expected to leave before an entitlement vests. I he accounting charge is then adjusted over the vesting period to take account of actual forfeitures, so although the total charge is unaffected by the pre-vesting forfeiture assumption, the timing of the recognition of the expense will be sensitive to tt. Fair values for the SAYE include a 10% per annum pre-vesting leaver assumption whereas the Executive, LTIP and deferred share plans exclude any allowance for pre-vesting forfeitures.
The Group used the Inputs noted above to measure the fair value of the new sharo options.
2018 201/ pence pence
Weighted average fair value of options at grant date
DBS
-SAYE December 2016
SAYE December 2017
LTIP -ESP
140.1 92.6 36.0
38.0
70.7 80.6 104.7 92.6




FirstGroup Annual Report and Accounts 2018

36 Retirement benefit schemes Non-Rail
Defined contribution plans
Payments io defined cont'ibution plans are clintrjed as an sxpense as they la): d-e. n«3r_> no or -instructive ot.'l.oation to pay adcit'onal comU ihiiisons into a dsfinud contribjUon Plan if (he fund lias insuff uem assets fo pay ai employees bi.'K-lits retiring to cmi'lovec sr-ryu;-; m tiro current and prior periods.
UK
f ho Group opcmkts defined conlribuliun plans for all Group and first r'tris er'^jfoycwi '.7*11: ha* «ni;d a pension a-ijrywntiil mi ice April 20T.'1. Thoy receive a company match to their contributions, which varies by salary and/or service.
North America
fmployee«. In tho US have been abtoiojoin a defined e»ntribution art anger nent "or many years. I hey wovo a '.ompauy ini&h wnwh varies by employment status.
All n rnThe total expense recognised in the consolidated income statement of £23.9m (2017: £23.0m) represents contributions payable to these plans by the Group at rates specified in tho rules of the plans.
Defined benefit plans
The Croup sponsors 10 funded defined benefit plans across its non-rail operations covemrg aripioximateiy fiu.OtrO former ,ihd currant employees. UK
The majority of defined benefit provision is through trust-based schemes. I how arrangements are closed to new entrants
The assets of the trust-based scfiemes are invested separately from those of the Group, and the schemes are run independently of the Group try trustee boards. T liens is a loquiromcnl for the trustee boards to have some- member representation, with trie other trustee drcctors being company appointed. The Trustee is responsible for the investment policy in respect of the assets of the fund, although the Company must be consulted on this, and typically has some Input into the Investment decisions.
Triennial valuations assess the cost of future service and the funding position. The Company and Trustee are required to agree on assumptions for tho valuations and to agree the contributions that result from these. Deficit recovery contributions may be required in addition to future service contributions. In agreeing contribution rates, reference must be made to the affordability of contributions by the employer.
fn most airangemsnts. any surplus after benefits have been paid/Secured, can be repaid to Iheemploy-i-The First UK Bus Pension Scheme
This provides pension benefits to employees in First Bus Historically it prowled salary related bcsj'itf. on a sl-atud oust basis, but from Apiil 2013, all new members have been enrolled in the defined contribution-section.
T'io funding level of the scheme on 5 April 2017 failed 10 reach a pm-agrood funding towel, and as sue!-, the scheme u'usod to (Wined henolit
;wr,,_l nn April 9m,fl
A smaller Group scheme provides defined bcrrttt pensions to Group employees. This scheme: closers to defined benptii ac.crii.Tl on f> Aprl 2018. Local Government Pension Schemes
The Group participates in three Local Government Pension Schemes (LGPS), one in England and two in Scotland, which provide salary related benefits, those differ '10m trust-based schemes in the* their bu'Kifits and govoi n"°ce saeprewaibod hy spr-;iv.f-.c lo-jisintinri and thoy arc administered by local authorities.
Contribution rates are agreed for the three-year period until the next valuation. The Group only recognises existing surpluses relating to the LGPS when detei mining tha balance sheet position, to 1110 exiar't that !hos=' 1 '-i-.;.; could I'ih iecouoed by th'- rt>.i .-ctionnf future Company contr.buttons.











FirstUroup Annual Report and Accounts 2018 143

Notes to the consolidated financial statements continued




36 Retirement benefit schemes continued
North America
US
ihe Group operates 1wo defined benefit siPingeiwnls in tho US althouuh br-neM .v,:orueil ammi some yeais ,'.'.jo Vn<; pl---iit. c-i vslU'Xi .iimi'i'ilv when tho Uiii'lino position and minimum and msximu;': contributions ,\ro ostaeisrieu. IViiois .•>.'!.¦ par: oft as 'oquiii.d bv! '•;!',:"•
Greyhound Canada
There aid th'uo plans, roUllrio 10 Eastern, Western and Supervisoiy cmployou;*. All tho plars arc now closed tr; now inpmi(Crs. eitnounh honed; accrual continues for existing members.
f ho plans arc valuer) annuiilly. when the cost of future service and the tiimlng pis 'on aro icuiifified. i-ntuie so; vice eosis ;ire si trued lietweoii the iwibe'S x-c the(3ompatiy, wiui deficit cortrlbutioris. using mo: entirely by tile tVwnpsny.
Valuations
At llvslr last valuations, the defined oenelit schemes had (uncling levels between / ¦ .0% and '03 3% (?017. 74.4% c-no 105 4%). I h*s irifi'Ket value o: tho assets at 31 March 2018 for all non-rail operation defined benefit schemes totalled _3.077m P017' £3,i_3m).
Rail
The Railways Pension Scheme (RPS)
i ho Group curtonlly sponsois five sections of thf> HPS, lelaimg to its franchising oiilii.tatinnsfoi lis iuGs. and a I; inner suctipu .'or I lull trains, its Open Access opet¦••tor.
The RPS is governed by the Railways Pension Trustee Company Limited, and is subject to regulation from the Pensions Regulator and relevant UK legislation.
The RPS is a shared cost arrangement. All costs, and any deficit or surplus,, are shitted 00% by tho employer and 40% by the members.
For the TOC sections, under the franchising obligations, the employer's responsibility is to pay the contributions requested by the Trustee, whilst it operates the franchise. There is no residual liability or asset for any deficit, or surplus, winch remains at the ond of tho franchise period.
Since the contributions being paid to each TOC section are lower than the share of the service cost that would normally be calculated under IAS IS the Group does not make any contribution towards the sections' deficits. Therefore, the Group does nol need to reflect any deficit on its balance sheet. A franchise adjustment (asset) exists thai exactly offsets any section deficit that would otherwise vrnari after reflecting the cost sharing with the members.
Valuation assumptions
The valuation assumptions used for accounting purposes have been made uniform to Group standards, as appropriate, when each scheme is actuarially valued.
North North
First Bub First Rail America First Bus First Rail America
2018 2018 2018 2017 2017 2017
% % % % % %
Key assumptions used:
Discount rate 2.70 2.70 330 2.80 2.80 3.65
Expected rate of salary increases 2.05 3.30 2.50 2.00 3.35 2.50
li illation- CPI 2.05 2.05 2.00 2.00 2.00 2.00
Future pension increases 2.05 2.05 - 2.00 2.00
Post-retirement mortality (life expectancy in years)'
Current pensioners at 65: 19.8 20.6 18.1 20.1 20.6 18.9
Future pensioners at 65 aged 45 now: 2K3 21j» 193 2n_3 215 20.1
A C.1& inurement in liio discount rate would •niprtot 2017/18 opoiati'ii.; prnti; .'.r\:i iro bsrat'ce sheet position fiy .>ii|-.:o:"n.ind s'i.urn respectively. A 0.1% t novomen; in Iho inflation rate would impact ?C!i //PI operati'i'i pmt\ and the PaLince shun: puvt on by ^|'ipr' Xi:';af,.l./ r? ;-m and £25m respectively.
1 l.ik; ^-c*;0L"!:v:it:s ate •A-'v'ri.iili-id ;.vt.r;;:)?s. ";11f>';t!v. tils dillrv^nt uuiorivuifl plans









144 FirstGroup Annual Report and Accounts 2018

36 Retirement benefit schemes continued (a) Income statement
Amount;; (oh^erfi'croditorl to -ho noomo statement m ruspuct •>' (huso ccfootj tj-TsM •/ i •«.-.• on-follows
North Total
First Bus America non-rail First Rail Total
Year to 31 March 2018 Cm £m Em Cm Cm
Current service cost (21.5) (10.0) (31.5) (72.5) (104.0)
Impact of franchise adjustment on operating cost - 40.7 40.7
Past service toss including curtailments and settlements - (0.3) (0.3) - (0.3)
Net interest cost (3.0) (7.1) (10.1) (11.4) (21.5)
Impact of franchise adjustment on net interest cost - - - 11.4 11.4
(24.5) (17.4) (41.9) (31 J) (73.7)
North Total
First 8us America non-rail First Rail Total
Year to 31 March 2017 Em Cm Cm Em Cm
Current service cost " . (16.7) ' (9.9) - (26.6) (37.1) (63 7)
Impact of franchise adjustment on operating cost - - - 11.3 11.3
Past service gain on TOC schemes - - - 4.1 4.1
Net interest cost (1.1) (7.7) (8.8) (5.8) <: (14.6)
Impart enfranchise adjustment cn net interest cost - 5.8 5.8
" ~~" ~~'" (17.8) (17.6) (35.4) (21.7) (57.1)
Net interest comprises.
2018 2017 Cm Em
Interest cost (table (c)) (131.6) (130.1)
Interest income on assets (table (d)) 1143 120.3
Interest on irrecoverable surplus (table (h)) (4.7) (4J3)^
~~ (21.5) (14.6)
During the year £17.8m (2017: £11.5m) of administrative expenses were incurred.
Actuarial gains and losses have been reported in the consolidated statement of comprehensive income.
The actual return on scheme assets was:
2018 2017 Cm Cm
First Bus **4 413?
First Rail (6.7) 146.0
North America (4.6^ 106.0
~ 44.1 665 2
Reconciliation of the actual return on scheme assets:
201B 2017 Em Cm
Interest income on assets 114.8 120.3
Employee share of return on assets (First Rail) (2.7) 58.4
Actuarial (k>ss)/gain on assets (19.6) 428.0
Currency (lossVgain (48.4) 5&S
Actual return on scheme assets 44.1 665 2








FirstGroup Annual Repor t and Accounts 2018

Notes to the consolidated f inancial statements
continued




36 Retirement benefit schemes continued (b) Balance sheet
iho amounts included in Iho balance- snoot arismp from tho Group's obdn-Oi-ons -n 'Ocpcct < ' its di';%nai t.unefii pens on schemes i-ru es Mlnwa
North Total
First Bus America non-rail First Rail Total
At 31 March 201B Em Cm Cm Cm Cm
Fair value of schemes'assets 2,622.6 4543 3,077.4 1,866.0 4,943.4
Present value of rJcfinco benefit oblitjat,oi is (2,570.6) (617.5) (3,188.1) J2^51;1)_ (6,139.2)
ir)efi':ii)/surpius before adiiifitrnenls 52.0 (162.7) (110.7) (1,085.1) (1,195.8)
Adiustment for irrecoverable surplus' (table (h)) (160.4) - (160.4) - (160.4)
First Rail franchise adjustment (table (f)) (60%) -. 648.4 648.4
Adjustment tor employee share of RPS deficits (40%) - 434.1 434.1
Deficit .n schemes !2?*-4L (1627} (271.1) (2.6) (273.7)
Liability recognised in the balance shoot <108-4' 0*2.7) (271.1) (2.6) (273.7)
The amount is presented in the consolidated balance sheet as follows:
Non-current assets 32.5 - 32.5 - 325
Non-current liabilities (140.9) (162.7) J303-6) j2-6) (308.2)
(108.4) (162.7) (27i;i) ' (2.6) ~~ (273.7)
North Total
First Bus America non rail First Rail Total
At 31 March 2017 Cm Em Cm Cm Em
Fair value of schemes'assets 2,614.5 508.7 3,123.2 1,018,0 4,141.2
Resent value ot defined benefit obligations (2.586.6) (725.4) J?,312.0)_ (1,519.9) _ (4,831.9)
ii1eficii;i/surf)!usfjetoieadjuslnrents 27.9 (216.7) (188.8) (501.9) (690.7)
Adjustment for irrecoverable surplus' (table (h)) (167.7) - (167.7) - (167.7)
First Rail franchise adjustment (table (f)) (60%) - 299.1 299.1
Adjustment for employee sharo of RPS deficits (40%) - _ - _- 200.8 200.8
Deficit in scnemes __ 039.8) (216.7)_ (356.5) (2.0) (358.5)
Liability recognised In the balance sheet (139.8) (216.7) (356.5) (2.0) (358.5)
T he amount is presented In the consolidated balance sheet as follows:
Non-current assets 34.0 - 34.0 - 34.0
Non-current liabilities (173.8) , .(216.7) _ (390-5) (2-0)_ (392.5)
(139.8) (216.7) (356.5) (2.0) (358.5)
1 The irrecoverable surplus represents the amount of the surplus that the Group could not recover through reducing future Company coiHriDutions lo LGPS.

















FirstGroup Annual Report and Accounts 2018
36 Retirement benefit schemes continued c) Defined benefit obligations (OBO)
Movements in the present value of DBG were as follows:


At 1 April 2017 New SWR franchise Current service cost Effect of settlements interest cost
Employee share of change in DBO (not attributable to franchise adjustment)
Experience (gainVloss on DBO
Gain on change of assumptions (demographic)
Loss/fgain) nri change of assumptions (linanciel) Benefit payments Currency gain
At 31 March 2018
First Bus Em
2,566.6
21.5
70.8 10.8 (33.8) (17.1) 52.2 (120.4)

2,570.6
North America Em
725.4
10.0 (4.5)
24.1 1.1 (3.0) (3.0) (0.5)
(63.3)

617.5
Total non-rail
_ C™ 3,312.0
31.5 (4.5) 94.9 11.9 (363) (20.1) 51.7 (183.7) (683)
3,188.1
First Rail _Em
1,519.9 1,246.4 72.5
36.7 683 27.3
313 (52.3)
2,951.1
Total Em
4,831.9 1,246.4 104.0 (4.5) 131.6 80.7 (9.5) (20.1) 835 (236.0) (683)
6,139.2



At 1 April 2016
Current service cost
Past service costs and curtalments
Effect of settlements
Interest cost
Employee share of change in DBO (not attributable to franchise adjustment)
Experience (gainyioss on DBO
(Gain)/loss on change of assumptions (demographic)
Less on chancre of assumptions (linancial) Ecr-dlit payments
Currency loss
First Bus Cm
2,208.9 12.7

79.9 13.3 (43.3) 1.9 452.6 (139.4)
North America ' Em
667.9 3.4

24.9 1.3 2.7 <4.3) 5.7 (61.3) 85.1
Total non-raii Em
2,876.8 16.1

104.8 14.6 (40.6) (2.4) 458.3 (200.7) 85.1
Firsi Rail Em
1,168.5 36.1 (0.3) (10.9) 25.3 33.5 (21.0)
316.0 (27.3)
Totai Em
4,045.3 52.2 (0.3) (10.9) 130.1 48.1 (61.6) (2.4) 774.3 (228.0) 85.1
At 31 March 2017




















FirstGroup Annual Repurt and Accounts 2018 147

Notes to the consolidated financial statements
continued




36 Retirement benefit schemes continued (d) Fair value of schemes' assets
Movements in the fair value of schemes' assets were as follows:


At 1 April 2017 New SWR franchise Settlement impact on assets Interest income on assets Company contributions Employee contributions Employee sharo of return on assets Actuarial (loss)/gain on assets ifenefi! paid from schemes Employer administration expenses Currency loss At 31 March 2018
First Bus Cm
2,614.5.

72.5 62.4 10.8
(17.1) (115.1) (5.4)
2,622.6
North America Cm
508.7
(4.8) 17.0 17.6
1.1
263 (56.8) (6.4) (48.4)
454.8
Total non-rail _£m
3,123.2
(4.8) 89.5 80.0 11.9
9.7 (171.9) (11.8) (48.4)
3,077.4
First Rail Cm
1,018.0 854.7
25.3 31.5 20.7 16.9 (48.9) (46.2) (6.0)

1,866.0
Total Cm
4,141.2 854.7 (4.8) 114.8 111.5 32.6 16.9 (39.2) (218.1) (17.8) (48.4)
4,943.4



At 1 April 2016 Settlement impact on assets Interest income on assets Company contributions Employee contributions Employee share of return on assets Actuarial gain cn assets Beneri! paid from schemes Employer administration expenses
Currency gain
At 31 March 2017
Firs: Bus Cm
2,281.3
83.6 50.0 13.3
329.6 (139.4) (3.9)
2,614.5
North America Cm
455.4
17.2 14.0 1.3
30.3 (61.3), (6.5) 58.3
508.7
Total nun-rail Cm
2,736.7
100.8 64.0 14.6
359.9 (200,7) (10.4) 58.3
3,123.2
First Rail Cm
875.5 (7.1) 19.5 21.9 14.6 53.7 68.1 (27.2) (1.0)

1,018.0
lota: Em
3,612.2 (7-1)
120.3 85.9 29.2 53.7
428.0
(227.9) (11.4)
_58.3_
4,141.2



<

















FirstGroup Annual Report and Accounts 2018

36 Retirement benefit schemes continued (e) Asset allocation
The vast majority of the assets held by the pension arrangements are invested in pooled funds with a quoted market price. The analysis of the schemes' assets at the balance sheet dates were as follows:
North Total
First Bus America non-rail First Rail Total
At 31 March 2018 Em Em Em Cm Em
Globa! equity 890.4 167.9 1.055.9 - 1,055.9
Private equrty 903 - 90.3 164.6 254.9
Fixed income/liability driven 1,265.8 167.0 1,472.0 1.1 1,473.1
Othe' return seeking assets 279.8 41.4 285.4 1,660.0 1,945.4
Real estate 85.7 63.3 \ 149.0 40.3 189.3
Cash and cash equivalents ¦ 10.6 15.2 24.8 - 24.8
2,622.6 454.8 3,077.4 1,866.0 4,943.4
The table above includes a cash holding of £80m that is a component of an investment designed to provide exposure to the equity market. The portVRo will therefore benefit rrern equity market 'investment Ural is EOOm higher titan shown order eq.i.iies above.
North Total
First Bus America non-rail First Rail Total
At 31 March 2017 Em Em Em Em Em
Globaloquity 851.8 190.3 1,042.1 - 1,042.1
Private equity 99.3 29.7 129.0 111.7 240.7
Fixed income/liability driven 1,239.6 232.5 1,472.1 - 1,472.1
Other return seeking assets 275.2 6.3 281.5 871.8 1,153.3
Real estate 92.7 37.2 129.9 32.5 162,4
Cash and cash equivalents 55.9 12.7 68.6 2.0 , 70.6
2,614.5 508.7 3,123.2 1,018.0 4,141.2
tf) Accounting for First Rail pension arrangements
In re!ar.on to the defined benefit pension arrangements it sponsors for employees of the rail t'anchisos ri operates, FirstGroup's obligations di'ter from its obi gations to its other pension scherres. These ai e shared cost arrangements. All the costs, and any deficit or si u plus, rye shai ed 60% by tee employer and 40% by tiie members. In addition, ai trie end ol the franchise, any deficit or surplus ir, the .scheme passes ;o the subsequent franchisee with no compensating payments from or to the outgoing franchise holder. FirstGroup's obligations are thus limited to its contributions oayable to the schemes during the period over which it operates the franchise.
The disclosed information has been set out to illustrate the effect of this on the costs borne by FirstGroup. In particular, 40% of the costs, gains
or losses and tiny deficit aro attributed to the members. In addition, the rota! surplus or dolieit is adjusted by way of a 'franchise adjustment'
which 'Deludes an assessment ofthe changes that will arise fioin contracted futnio contributions and which •sthn portion ofthe ne'ic" ot surplus
pr, j„,.i ^ t.^ ^.,.^1 -s< n-|.i -,f -nt. i, -.v.r.iv.r.* which the Croup will cot be x'ouited to lund or honaiit from, "tie remaining, calarcx street items and
gains or losses relate to Hull Trains which is operated under direct access, rather than franchise. ¦

















FirstGroup Annual Report and Accounts 2018
Notes to the consolidated financial statements
continued




36 Retirement benefit schemes continued Reconciliation of Rail franchises:



At 1 April 2017 New SWR franchise Income statement
Operating
Service cost
Admin cost

Assers Em'
1,018.0 654.7

Em
2003 156.7
Adjustment for employee share of RPS Liabilities deficits (40%)
Cm
(1,519.9) (1,246.4)
44.3
(1103) (6.0)

Franchise adjustment Em
299.1 235.0

40.7

Net _Cm
"(23)


(253) (6.0)
44.3
7.6 51.0
40.7
11.4 52.1
Amounts paid to/(1rom) scheme
Employer contributions Employee contributions
Pe'iofii paid
Total
Expected closing position
Chertge in financial assumptions
Return on assets in excess of discount rate
Experience
31.5 203 (52.3)
1,914.9 (48.9)


52.3
52.3
(2,8920) (31.8)
(27.3)
(12.6) (8.3)

(20-9)
388.5 12.7 19.6 13.3
123 (12.3)

0.2
586.4 183 29.2 14.0
31.4 0.2

31.6
(2.2) (0.3) (0.1)
(48.9)
1,866.0 (2,951.1)











t











FirstGroup Annual Report and Accounts 2018
36 Retirement benefit schemes continued

Assets Cni

Liabilities Em
Adjtjstment for employee sham ol FPS deficits (40%) Cm

Franchise adjust monl Em

Net
Em
At 1 April 2016 Income statement
Ooerating
Service cost -Admin cost
Past service gain including curtailments
Settlements
Total Operating
Financing
Total Income statement
(1,168.5)

(60.2) (1.0) 0.5
18.2
(42.5)
(42.2)
(84.7)
117.2

24.1
(0.2) (2.6)
21.3
3.8
25.1
174.9

15.1

(3 8) 11.3
5.8 17.1
(0.9)

(21.0) (1.0) 0.3

(21.7)

(21.7)
Amounts paid to/((rom) scheme
Employer contributions Employee contributions Benefit paid
Total
21.9 14.6 _(2a2) 8.3
Expected closing position
Change in financial assumptions
Return on assets in excess of discount rate
Experience
Total
At 31 March 2017

904.6
113.4
(1,225.0) (315.9)
113.4
21.0
(294.9)
1,018.0 (1,519.9)
127.7 126.5 (45.4) (8.0)
73.1
200.8
192.0 188.0 (68.0) (12.9)
K)7.1_ 299.1
(0.7) (1.4)
0.1
C-3) (2.0)
























FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements
continued.




36 Retirement benefit schemes continued
(g) Consolidated statement of comprehensive income
Amounts presented in the consolidated statement of comprehensive income comprise:
2018 2017
£m Cm
Actuarial lass on DBO (53.9) (710.3)
Actuarial (loss)/gain on assets (39.2) 473.4
Actuarial gain on franchise adjustment 107.7 180.2
Adjustment for irrecoverable surplus 12.0 (33.0)
uains/iiosscsi on defined bero'it schemes 26.6 (89.7)
(h) Adjustment for First UK Bus irrecoverable surplus
Movements in the adjustment for the First UK Bus irrecoverable surplus were as follows:
2018 2017
Cm Cm
At'. Apnl (167.7) (129.9)
Interest on irrecoverable surplus (4.7) (4.8)
Actuarial galn/ijoss) on irrecoverable surplus 12.0 . (33.0)
At 31 March (160.4) (167.7)
Cash contributions
Ac at 3'i iW:ioh 20 ie Ihe Gioup is committed to make deficit recovery payments vvtli a nei present value of £20 ftp (201 r: C131ri:j over ine penod to 6 April .2029, in rosnec: of trio First UK Bus i-tension Scheme. The net present value reflecis tho ouirunt value el ootioif rocovcy payments trial would be required to meet file actuarial deficit in full, discounted at Y.3% pei annum. The IAS 19 deficit of the scheme at 31 March Vitlli is ET27.0m (2017: E152.8m). Management consider that, were a pension asset to arise in respect of this scheme, this would be fully recoverable through actions within the Group's control, in line with the rules of the scheme.
iho e ilirriated amounts of erne-lover contributions expected to he paid to the defined benefit schemes duiina the rirancal yeai to 31 March 2fHH is £96.0m (yearto 31 March 2018: E111.5m).
Risks associated with defined benefit plans:
r ".eneral.y !h« number of employees in defined benefit plans is reducing lapidly, as these plans aio largely closed to now en.rants, ar\.l t» many eases to futmu accrual. Consequently, the number of defined contribution memoers is increasing.
The First UK Bus Pension Scheme and the FirstGroup Pension Scheme both closed to future accrual on 5 April 2018. This change will serve to
i mil the risks associated with de'ipod benefit pension provision by the Group,
Despite remaining open to new entrants and future accrual, the risks posed by the RPS are limited, as under the franchise arrangements, the First Rail VOCs wo net rcspons'blc for any residual deficit al the end of a franchise. As such there is> only short tori r, cash flow nsk with n "r-is bus.nrrss.


















FirstGroup Annual Report and Accounts 2018

36 Retirement benefit schemes continued
J1'.!' koy risks 'Plating to !h» drJK'od benefit pension arrangements and tha steps Inkcn by nip Groupie, miiiafse!
Risk
Asset volatility
Description
The liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this yield, ufo wB create a deficit. Most ofthe dafined benefit ,jriarii.)ei ncnts liold a stVjaiticarit proportion of return-seeking assata (&quafa8, uSvorsTfteo growth funds and gtebaf absolute return funds) which, though expected to outperform corporate bonds in the long term, create volatility and risk in the short term.
Mitigation
Asset liability modelling has been undertaken to ensure that any r;sks taken arc expected to he rewarded.
A sidiiiiieait proportion of the I.JK I wofit obligations are liurVd Lo inflation and higher inflation wifl lead to hiynor liabilities.
Trw btisinuss 1'ias certain inflation Irk-no in -is raveive 'itieans that helps to offset this risk. In addition, the investment strategy reviews hove fed to inure-ised inflation fiedjjnig. : r;anly tnrounli swaps or holding Index Linked Gilts in the UK schemes.
Uncertainty over Gorrti ibutions to defined benefit schemes can be unpredictable level of future and volatile as a result of changes In the funding level revealed contributions at each valuation.
The Group engages with the Trustees and Administering Authorities to consider how contribution requirements can be made more stable. The level of volatility and the Group's ability to control contribution levels varies between arrangements.
Life expectancy The majority of the scheme's obligations are to provide benefits for the life cf the member, so increases in life, expectancy will result rh an increase in the liabilities.
Linking retirement age to State Pension Age (as in The First UK Bus Pension Scheme and LGPS) has mitigated this risk to some extent.
Trapped surplus At termination of LGPS arrangements there is to right for the Company to receive any surplus that exists within the scheme. Therefore there is a risk of overfunding the schemes.
This issue is discussed with the Administering Authorities when contribution sohei lutes are set. and the CV oun receives professional advice on potential ways of mitigating some of this risk.
Legislative risk Future legislative changes are uncertain. In the past these have led to Increases In obligations, through Introducing pension increases, and vesting of deferred pensions, or reduced investment return through the ability to reclaim Advance Corporation Tax.
The Group receives professional advice on the impact of legislative changes.
37 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Remuneration of key management personnel
The remuneration of the Directors, which comprise the pic Board who are the key management personnel of the Group, is set out below in .-fuirpflnu- for oacb pi the categories specified in IAS ?4 Related Party Disclosures. Further information about the icmune'.il'On pf individual
Directors is provided in the Directors' remuneration febon UM payus 08 lu 94.
Year to Vtear to
31 March 31 March
2018 2017
Em Em
Basic salaries' 1.6 1.6
Performance-related bonuses 0.1 0.5
iv.-,:i,,Sil k.-:.; 0.1 0.0
Fees 0.7 0.6
Share-based payment 1.1 0.8
3.6 3.5
1 ; .!>. "-?'v,;;,i ¦ -,'*k •: c.vn on u'nuieiits ,n 1st. of rairtritniv?bonwMi and c* ned tax v/fovwuis.








FirstGroup Annual Report and Accounts 2018

Notes to the consolidated financial statements
continued
38 Information about related undertakings
la accorcfance with Section 409 of the Companies Act 2006, a full list of subsidiaries and equity accounted investments as at
.v v.vvi; :W3 •« d-tskwod below.
Subsidiaries - wholly owned and incorporated in the United Kingdom
AE&FR Brewer Limited. Heol Gwyrosydd, Penlan, Swansea, SA5 7BN Airport Buses Limited, Bus Depot, Westway, Chelmsford. Essex, CM1 3AB
Airport Coaches Umited, Bus Depot, Westway, Chelmsford, Essex, CM1 3AR
Badgerllne Group Limited, 8th Floor The Point, 37 North Wharf Road, London, W2 1AF
Bolton Coachways and Travel Limited, Wallshaw Street, Oldham, OL1 3TR
Bristol Bus Station Limited, 8th Floor The Point, 37 North Wharf Road, London, W2 1AF Butler Woodhouse Umited, Bus Oepot, Westway, Chelmsford, Essex, CM1 3AR
Cawlett Umited, Enterprise House, Easton Road, Bristol. BS5 ODZ
CCB Holdings Limited, 8th Floor The Point, 37
North Wharf Road, London, W21AF
CCB TV Limited, 8th Floor The Point, 37 North
Wharf Road, London. W2 1AF
CentreWest Limited, 8th Floor The Point, 37 North
Wharf Road. London. W2 1AF
CentreWest London Buses Limited, Bin Floor The ooint, 37 North Wharf Road, London, W2 f AF
CentreWest ESOP Trustee (UK) Umited, 8th
Floor The Point, 37 North Wharf Road, London, W2 1AF
Chester City Transport Limited, Bus Depot, Wallshaw Street, Oldham, OL1 3TR
Crosville Limited, Bus Depot, Wallshaw Street, Oldham, OLI 3TR
Don Valley Buses Umited, Otrvo Oroya, Staftiuld, South Yorkshire, S2 3GA
East Coast Trains Limited, 4th Floor Capital House, 25 Chapel Street, London, NW1 SDH
East Wast Rail Limited, 4th Floor Capital House, 25 Chapel Street. London, NW1 5DH
Eastern Scottish Omnibuses Umited, Carmuirs House, 300 Stirling Road. Larbert, Stirlingshire, FK5 3NJ
ECOC (Holdings) Umited, Bus Depot, Westway, Chelmsford. Essex, CM1 3AR
FB Canada Holdings Umited, 395 King Street, Aberdeen. AB24 5RP
FG Canada Investments Limited, 395 King Street, Aberdeen, AB24 5RP
FG Learning & Development Limited1, 8th Floor The Point. 37 North Wharf Road, London, W2 1AF
FG Properties Limited, 8th Floor The Point, 37 North Wharf Road, London, W2 1AF
FGI Canada Holdings Limited. 395 King Street. Aberdeen, AB24 5RP
First Aberdeen Limited, 395 King Street, Abfiiiteorr, AB24 5RP
First Ashton Limited, Wallshaw Street, Ofdhem, 01.1 3TR
First Beeline Buses Limited, Bus Depot, Empross Read Southampton, i lainpshire. S014 OJW
i First Bristol Umited' 8th Floor, The Point, ar ; North Wharf Road, London, W21 AF
: First Caledonian Sleeper Limited, 395 King , Street, Aberdeen, AB24 5RP
: First Capital Connect Umited, 4th Floor Capital ; House. 2s Chapel Street, London, NW1 &DH
! First Capital East Limited, Bus Depot, Westway, Chelmsford, Essex, CM,1 3AR
i First Capital North Umited, 8th Floor The Poinl. 37 ; North Wharf Road, London, W2 1AF
: First CentreWest Buses Umited, 8th Roor The Point, 37 North Wharf Road, London, W2 1 AF
First Coaches Limited, Enterprise House, Easton Road, Bristol, BS5 ODZ
Rrst Croes Country Umited, 4th Floor Capital House, 25 Chapel Street, London, NW1 6DH
Rrst Cymru Buses Limited, Heol Gwyrosydd, Penlan, Swansea, West Glamorgan, SA5 fBN
Rrst Dublin Metro Limited, 4th Roor Capital House, 25 Chape! Street, London, NW1 5DII
Rrst East Anglia Umited, 4th Floor Capital House, 25 Chapel Street, London, NW1 5DH
Rrst East Midlands Umited, 4th Floor Capital House, 25 Chapel Street, London, NW1 5DH
Rrst Eastern Counties Buses Limited, Bus
Depot, Westway, Chelmsford, Essex, CM1 3AR
Rrst Essex Buses Umitod, Bus Depot, Westway, Chelmsford, Essex, CM1 3AR first European Holdings Limited', 8th Floor The Point, 37 North Wharf Road, London, W2 1AF First Games Transport Umited, 8th Floor The Point, 37 North Wharf Road, London, W2 1AF Rrst Glasgow Untried1.100 Calhcart Road, Glasgow, G42 7BH
Rrst Glasgow (No.1) Limited, 100 Cathead Road. Glasgow, G42 7BH
Rrst Glasgow (No.2) Limited, 100 Cathead Road, j Glasgow, G42 7BH
! First Great Northern Umited, 4th Floor Capital ! House, 25 Chapel Street, London, NW1 5DH
i Rrst Great Western Unk Umited', 15 Canada Square, Canary Wharf, London, E14 5GL Rrst Great Western Umited, 4th Roor Capital House, 25 Chapel Street, London, NW1 5DH Rrst Great Western Trains Umited, 4th Floor Capital House, 25 Chapel Street, Loncon, NW1 50H Rrst Greater Western Limited, Milford House I M«crd Sf e«. bV/tncton Wrftttwe SNI tl 'i Rrst Hampshire ft Dorset Limited, Bus Depot, Empress Road, Southampton, Hampshire, SO14 0JW
First Information Services Limited', 395 King Street, Aberdeen, AB24 5RP
First International (Holdings) Limited1,8th Floor The Point, 37 North Wharf Road, I ondon, W2 1 AF i First International No.1 Limited. 8th Floor Tho j Point, 37 North Whart Road, London, W? 1 AF
! First Manchester Limited, Wallshaw Street, Oldham, OL1 3TR
' First Merging Pension Schemes Umited, 8th
Floor The Point, 37 North Wharf Road, London. W2 1AF
First Metro Limited, 4th Floor Capital House, 25 Chapel Street, London, NW1 SDH
First Midland Red Buses Limited. Bus Dcpoi, Westway, Chelmsford, Essex CM I 3AR
Rrst North West (Schools) Limited. Wallshaw Street, Oldham, 011 3TR
First North West Limited, Wallshaw Street. Oldham, Old 3TR
1 Rrst Northern Ireland Limited, ?r Anhur Street, Belfast, BT1 4GA
Rrst Northern Railway Limited.
4th Roor Capital House, 25 Chapel Street, London, NW1 SDH
Rrst Pioneer Bus Limited. Wallshaw Street Oldham, OL1 3TR
Rrst Potteries Limited. Bus Depot, Westway,
Chelmsford, Essex, CM1 3AR
Rrst Provincial Buses Limited, Empress Road.
Southampton, Hampshire, S014 OJW
Rrst Rail Holdings Limited1, 4th Floor Capital
House. 25 Chapel Slreel, Lorxjon, NW1 SDH
Rrst Rail Support Umited, 8th Floor The Point, 3/
North Wharf Road, London, W2 1 AF
Rrst Scotland East Umited, Carmuirs House, 300 Stirling Road, Larbert, Slirtrngshire, FK5 3NJ First ScotRail Limited, 305 King Stroot, Aberdeen, AB24 5RP
Rrst ScotRailRallways Umited, 395 King Street, Aberdeen, AB24 5RP
Rrst Shared Services Umited. 395 King Street. Aberdeen, AB24 5RP
Rrst South West Limited, Union Street, Camborne, Cornwall. TRM 8HF
Rrst South Yorkshire Umited, Olive Grove, SMtafd, Scute v«iksr*ti, St IGA
Rrst Student UK Umited, 8th Roor The Point, 37 North Wharf Road, London, W2 1AF
Rrst Thamesllnk Umited. 4th Floor Capital House 25 Chapel Street, London, NWt SDH First Trains Umited, 4th Boor Capital House, 25 Chapel Slreel, London, NWt 5DH
First TransPennine Express Limited, 4th Floor Capital House, 25 Chapel Street. London, NWI 5DH
First Travel Solutions Umited, Unit 20 Time Technology Park, Blackburn Road, Burnley. BB12 7TG
First Wessex National Limited, Enterprise House, Easton Road, Bristol, BS5 ODZ
Rrst West of England Limited, Enterprise House.
Easton Road, Bristol, BS5 00Z
First West Coast Umited, 4th Floor Capital House,
25 Chapel Street, London, NW1 5DH
Rrst West Yorkshire Umited, Hunslet Park Depot,
Donisthorpe Street, Leeds, Yorkshire, LS10 1PL
Rrst York Umited, Hunslet Park Depot, Donisthorpe Street, Leeds, Yorkshire, LS10 1PL
FirstBua (North) Limited', 8th Floor The Point. 37 North Wharf Road, London, W2 1 AF
FirstBus (South) Limited1, 8th Roor The Point, 37 North Wharf Road, London, W? 1AF
FirstBua Group Limited, 8th Roor The Point, 37 North Wharf Road, London, W21AF
FirstBus Investments Limited1, 8th Floor The Point, 37 North Wharf Road, London, W? 1AF
FirstGroup American Investments, 3S5 King Street, Aberdeen, AB24 5RP
FirstGroup Canadian Rnance UmrtedV &th Floor The Point, 37 North Wharf Road, London, W2 1AF FirstGroup CIF Trustee Limited', 8th Floor Thfi Point, 37 North Wharf Road, London, W2 1AF
FirstGroup Construction Limited, 8th Floor The : Pcmt, 37 North Wharf Road, London, W2 1AF
. FirstGroup Holdings Umited1. 3th Ftoor Tho Poinr, ¦ 37 North Wharf Road, London W2 1AF
FirstGroup (QUEST) Trustees Limited1 8th Flooi The Point, 3/ North Wharf Road. London, W2 1AF


FirstGroup Annual Report and Accounts 2018

38 Information about related undertakings continued
FirstGroup US Finance Limited1.395 Krhg Street. Aberdeen, AB24 5RP
FirstGroup US Holdings, 395 King Street, Aberdeen, AB24 5RP
Fleetrisk Management Limited, Olive Grove,
SntftM. Souse Yortel*o, S2 30A
Q.E. Mair Hire Services Limited, 395 King Street,
Aberdeen, AB24 5RP
G.A.G. Limited1, Enterprise House, Easton Road, Bristol. BST» ODZ
GB Extended Ventures Limited, 4th Floor Capital Houso, 25 Chapel Street, London, NWI SDH
GB Railways Group Limited1,4th Floor Capital House, 25 Chapel Street, London, NW1 5DH
GB Railways Limited, 4th Roor Capital House, 25 Chape/ Street, London, NW1 5DH
GMBN Employees' Share Scheme Trustee Limited, Bus Depot, Wallshaw Street, Oldham, i^ncBshire. OL1 3TR
Great Western Holdings Umited1, Milford House, 1 Milford Street, Swindon, SN1 1HL
Great Western Trains Company Umited',
16 Oanaoa, Square, Canaiy Wharf. London, C14 5Gl Great Western Trustees Limited, Milford House, 1 Milford Street, Swindon, SN1 1HL
Grenville Motors Umited, 8th Floor The Point,
37 N'-vih Wharf Road, London. W2 1 AF
Greyhound Umited, 8th Roor The Po:nt, 37 North Wharf Road, London, W2 1AF
Greyhound UK Limited, 8th Roor The Point,
3/ Mi? tn Wharf Road, London, W2 1 AF
GRT Bus Group Limited1,395 King Street, Aberdeen, AB24 5RP
Guma Umited, Bus Depot, Westway, Chelmsford, Essex, CM1 3AR
Halesworth Transit Umited, Bus Depot, Westway, Chelmsford, Essex, CM1 3AR Hampshire Books Limited, Empress Road, Southampton, Hampshire, SO 14 OJW
Horizon Trains Umited, 4th Roor Capital House,
25 Chapel Street, London. NWI 5DH
Hull Trains Company Limited. 4th Roor Europa
I louao 18 < EorwwuaH Hull, HUI 3UT
Indexbegin Umited, Hunslet Park Depot, Donisthorpe Street, Leeds, Yorkshire, LS10 1PL
KCB Umited, 100 Calhcart Road, Glasgow, G42 7BH
Kelvin Central Buses Limited, 100 Cathead Road, Glasgow, G42 7BH
Kelvin Scottish Omnibuses Umited, 100 Cathcart noae, Glasgow, G42 7BH
Kirkpatrick ot Deoslde Umited, 395 King Street, Aberdeen, AB24 5RP
Lynton Bus & Coach Limited, Bus Depot, Westway, Chelmsford, Essex, CM1 3AR
Lynton Company Services Limited, Bus Depot, Westway. Chelmsford. Essex. CM I 3AR Mainline ESOP Trustees (No 1) Limited, Olive
i trw, rVwflWd S.xjlhYo.k'Jiire. S5 :»CA
Mainline ESOP Trustees (No 2) Limited, Obve
;.r:••¦?:> Shf-liii-ln, ':c.«.ih vev;li,.e '.V!<\A
Mainline Partnership Limited1, Olrvg Grove,
S- --rt.eli J.xjV'srn;''^. y:-A
Mainline Partnership Pension Trustees Limited,
;•'.-. •'. ¦'. :<-><,<'• >V :t!.v. .<•: in-
W2 lAf
Mainline Employees' Shareholding Trustees
Limited ;. i'-frtfis;!' •--.!•.' " •• .-,hrc
Midland Bluebird Limited, Carmuirs House, 300 Stirling Road Larbert, Stirlingshire, FK5 3NJ Midland Travellers Umited, Hunslet Park Depot, Donisthorpe Street, Leeds, Yorkshire, LS10 1PL North Devon Limited. 8th Floor the Point, 37 North Wharf Road, London, W2 1AF North Western Trains Company Limited*, 15 Canada Square Canary Wharf. London, £14 5GL Northampton Transport Umited, Bus Depot, Westway, Chelmsford, Essex, CM1 3AR Portsmouth Transit Umited, Empress Road, Soultiampton, Hampshire, S014 OJW Quickstep Travel Limited, I lunslet Park Depot, Donisthorpe Slreet, Leeds, Yorkshire, LS10 1PL Reiver Ventures Properties Limited, Carmuirs House, 300 Stirling Road, Larbert, Stirlingshire, FK5 3NJ
Reiver Ventures Umited, Carmuirs House, 300 Stirling Road. Larberf, Stirlingshire, FK5 3NJ Reynard Buses Umited, Hunslet Park Depot, Donisthorpe Street, Leeds, Yorkshire, LS101PL Rider Holdings Umited, Hunslot Park Depot, IDonisthorpe Street, Leeds, Yorkshire, LS10 1PL Rider Travel Limited, Hunslet Park Depot, Donisthorpe Street, Leeds, Yorkshire, LS10 1PL
S Turner & Sons Umited, Bus Depot. Westway, Chelmsford. Essex, CM1 3AR Scott's Hospitality Umited, 8th Floor The Point, 37 Math Whnrf Road,! ondon W2 1AT Sheaffino (S.U.T.) Limited, Clve Grove. She'.VId. South Yorkshire, S2 3GA
Sheffield a District Traction Company Limited, Ofive Giove. Sheffield. South Yorkshire, S2 SGA
Sheffield United Transport Umited.Olive Grove, Sheffield, South Yorkshire, S? 3GA SkWplace Training Umited, Heol Gwyrosydd, Penlan, Swansea, West Glamorgan, SA5 7BN
Smiths of Portland Umited, Enterprise House, Easton Road, Bristol, BS5 ODZ SMT Omnibuses Umited, Carmuirs House, 300 Stirling Hosd. I arbfrt, Stirlingshire. FK5 3MJ
Southampton CftyBus Limited, Empress Road, Southampton, Hampshire, S014 OJW Southampton City Transport Company Limited,
Empress Road, Southamoton. Hampshire,
SO14 0JW : .
Sovereign Quay Limited, 8th Floor The Point, 37 North Wharf Road, London. WP IAF
Strathcfyde Buses Limited, 100 Cathcart Road. Glasgow, G42 7BH
Streamline Buses (Bath) Limited1, Enterprise House, Easton Road, Bristol, BS5 0OZ Taylors Coaches Limited, Enterpnse House, , Easton Road, Bristol, BS5 ODZ
i The FirstGroup Ponsion Scheme Trustee
i Limited, 8th Floor The Point, 37 North Wharf Road,
! London, W2 1AF
! The FirstGroup Scottish Pension Schema l Trustee Limited, 6th Roor The Point, 37 North
Wharf Road, London, W2 1AF
The First South & Wales Pension Scheme
Trustee Llmltod, 8th Roor The Point, 37 North
Wharf Road, London, W2 1AF I The First UK Bus Pension Scheme Trustee I Umited, 8th Floor The Point, 37 North Wharf Road, . London, W2 1AF
The New Great Eastern Railway Company
Umited1.4th Floor Capital House. 25 Chapel Street,
London, NW1 5DH
Totaljoumey Umited1, 4tn Floor Capiral House. 25 Chapel Street. London, NW1 5011
Tram Operations Umited, Trainlink Depot, Coomber Way. Croydon, CR0 4TQ
Transportation Claims Limited, 8th Roor The Point, 37 North Wharf Road, London, W? 1AF
Truronian Umited, 8th Floor The Point, 37 North Wharf Road, London, W2 1AF
Wessex of Bristol Umited, Enterprise House, Fasten Road. Bristol, BS5 ODZ
West Dorset Coaches Umited. Enterprise House, Easton Road, Bristol, BS5 ODZ
Western National Holdings Limited, 8th Floor The Point, 37 North Wharf Road. London, W2 1AF
Subsidiaries - wholly owned
and incorporated in the United States
of America
Americanos USA, LLC, 350 N St Paul Street. Dallas, TX 75201
ATE Management of Duluth, 600 Vine Street, Suite 1400, Cincinnati, ONo 45202
Atlantic Greyhound Lines of Virginia, Inc.
350 N. St. Paul Street. Dallas, TX 75201 Berkshire Transit Management, Inc. 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
Central Mass Transit Management Co, Inc.
237 Grow St, Worcester, MA u iiiUu
Central Virginia Transit Management, Inc.
COO V'ins Street, iiu'to 1400, Cincinnati. Ohio -15202
Champion City Transit Management, Inc.
600 Vi.-.n Street. Sute 1400, Cineirrati. Ohio 4f<202
Durham City Transit Company, 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
Rrst DO, Inc. BOO Vine Street, Suite 1400, Cincinnati, Ohio 45202
FirstGroup Investment Corporation, 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
First Management Services LLC, 600 Vine Street, Suite 1400. Qncinnati, Ohio 46202
Rrst Mile Square LLC, 600 Vine Slreet, Suite 1400. Cincinnati, Ohio 45202
Rrst Student Management Services LLC,
500 Vine Str-ne.t. Suite 1400, Cincinnati. Ohio AC.ZQ?
Rrst Student, Inc. 600 Vine Street, Suite 1400, Qncinnati, Ohio 45202
Rrst Transit. Inc. 600 Vine Street, Suite 1400,
Uinctnnoli, Uhio
Rrst Transit Rail Services of MD, LLC. 600 Vine Street, Suite 1400, Cmcinnati, Ohio 45202
Rrst Transit Rail Services of TX, LLC. 600 Vine Street. Suite 1400. Cincinnati, Ohio 45202 Rrst Vehicle Services, Inc. 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
FirstGroup America Holdings, tne. 600 Vine Street. Suite 1400, Cincinnati, Ohio 46202
FirstGroup America, Inc. GOO Vine Street, Strife 1400, Cincinnati, Ohio 45202
FirstGroup International, Inc. 2221 E Lamar Blvd. Suite 500, Arlington, TX, 76007
Franklin Transit Management, Inc. 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
GLI Corporate Risk Solutions, Inc. 350 N. St
Paul Street, Dallas. TX 75201
Greyhound Unas, Inc. 350 N. St. Paul Slreet, Dallas, TX 75201
H.N.S. Management Company, Inc. 600 Vine Street, Suite 1400, Cincinnati. Ohio 45202 Laidlaw International Finance, Inc. 600 Vine Street, Suite 1400, Qncinnati. Ohio 4520?


FirstGroup Annual Report and Accounts 2018 155

Notes to the consolidated financial statements
continued
38 Information about related undertakings continued
Laidlaw Medical Holdings, Inc. 600 Vine Strcs'., Suite 1400. Qncinnati, Ohio 45202
Laidlaw Transportation Holdings, Inc. 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
Laidlaw Transportation Management, Inc.
fXV.) vlrtfc Srrnnt. Suite 1400, Gmoirnai., Ohio 40202
Laidlaw Transportation, Inc. 600 Vino Street, Suite 1400, Cincinnati, Ohio 45202
Laidlaw Two, Inc. Corporation Trust Center,
i;CCii;>;>n;;:>St^.i:i, VWimtgion, L'rE ItiPo'i
Laredo Transit Management, Inc. 2221 E l.amar Blvd. Suite 500, Arlington, TX, 76007 LSX Delivery, LLC, 350 N. St. Paul Street, Dallas, TX 75201
Merrimack Valley Area Transportation, Inc.
500 Vdi;! Strefi, finite 1420, Crn-.vnnati, Ohio 45202 MidSouth Transportation Management, Inc.
National Insurance and Indemnity Corporation,
30 Main Street, Suite 330, Burlington, VT 05401
On Time Delivery Service, Inc. 350 N. St. Paul Street, Dallas, TX 75201
Paratransit Brokerage Services TM, Inc. 287
Grove Street, Worchester, MA01606
Paratransit Management of Berkshire, Inc.
COO Vrnu Streol, Suite 1400, Cincinnati, Ohio 4520? Safe Ride Services, Inc. GOO Vine Street, Suite 1400, Cincinnati, Ohio 45202
Shuttle Services M.I.A., Inc. 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
South Coast Transit Management, Inc.
600 Vine Street, Suite 1400, Cincinnati, Ohio 45202 Southwestern Virginia Transit Management, Inc. 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
Special Transportation Services, Inc. 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202 Springfield Area Transit Company, Inc. 600 Vine Street, Suite 1400. Qncinnati, Ohio 45202 SuTran, Inc. 600 Vino Street, Suito 1400, Cincinnati, Ohio 45202
Transit Management of Abilene, Inc.
600 Vine Street, Suite 1400, Qncinnati, Ohio 45202 Transit Management of Ada County, Inc. 600 Vino Street, Suite 1400, Qncinnati, Ohio 45202 Transit Management of Alexandria, Inc. 600 Vine Street, Suite 1400, Qncinnati, Oho 45202 Transit Management of Ashville, Inc. 600 Vne Street. Suito 1400, Cincinnati, Ohio 45202 Transit Management of Canyon County, Inc. 600 Vine Street, Suite 1400, Qncinnati, Ohio 45202 Transit Management of Central Maryland, Inc. 600 Vino Street Suite 1400, Qncinnati, Ohio 45202 Transit Management of Denton, Inc. 600 Vine Street, Suite I400. Cincinnati, Ohio 45202 Transit Management of Dutchess County, Inc. 600 Vine Street, Suite 1400, Cincinnati. Ohio 45202 Transit Management of Montgomery, Inc. ( C0 Vi"si '•¦•f'er.ii, S-i=;o t'luo, Gnur'nali, (/UO-'i^O?
Transit Management of Racine, Inc. flO? Vino Street. Suite 1400, Cincinnati, Ohio 45202 Transit Management of Richland, Inc. 600 Vine Street, Suite 1400, Cincinnati. Ohio 4520? Transit Management of Rocky Mount, Inc. 600 Vine Slreet Suite 1400, Cincinnati, Ohio 45202 Transit Management of Sherman, Inc. COO Vine 5lr?ol Suite 1400, Cincinnati, Ohio 45202
Transit Management of Spartanburg, Inc. 600
Vine Street, Suite 1400, Qncinnati, Ohio 45202 Transit Management of St Joseph, Inc 60G Vine Street, Suite 1400, Cincinnati, Ohio 45202
Transit Management of Wilmington, Inc.
600-Vine P. ret Suite 1400, Cinannal Ohio W.02 Valley Area Transit Company, Inc. 350 N. St Paul Street, Dallas, TX 75201
Valloy Garage Co, 350 N. St. Paul Street, Dallas, TX 75201
Valley Transit Co, Inc. 350 N. St. Paul Street, Dallas, TX 75201
Subsidiaries - not wholly owned but incorporated in the United States of America
DG 21 LLC (51%), 600 Vine Street, Suite 1400. Cincinnati, Ohio 45202
SYPS LLC (87.5%), 600 Vne Street, Suite 1400, Cincinnati, Ohio 45202
Transportation Realty Income Partners Limited Partnership (50%), 600 Vila Street Suite 1400, Qncinnati, Ohio 45202
Subsidiary - wholly owned and Incorporated In US Virgin Islands
Prlmalsla, Inc. 1 Estate Hope, St, Croix, Virgin islands
Subsidiaries - wholly owned
and incorporated in Ireland
Aeroporto Limited, 25-28 North Wall Quay. Dublin
FirstGroup Treasury Finance (Ireland) DAC,
Airport Business Park, Dublin Airport, Dublin
Last Passive Umited, 25-28 North Wan Quay, Dublin
Subsidiary - wholly owned
and incorporated in India
Transit Operations India Private Limited, Lentin
Chambers. 2nd Floor, Dalai Street. Fort Mumbai
400023
Subsidiary - wholly owned
and incorporated in Panama
First Transit de Panama, Inc. Morgan & Morgan,
Costa del Este, MMG Tower, 23ro Floor, Panama Qty
Subsidiaries - wholly owned and incorporated in Canada
Autobus Transco (1988) Umited, Blake, Cassels 8 Graydon LLP, 1 Place Ville Marie, Suite 3000, Montreal, QC
FC Investment Umited, Blake, Cassels 8 Graydon LLP, 3500, 855 - 2 Street SW, Calgary, Alberta,
FirstCanada ULC, Blake, Cassels & Graydon LLP. j 3500,855 - 2 Street SW, Calgary, AB, T2P 4J8
GCT Holdings Limited, Blake, Cassels & Graydon 1 LLP, 3500, 855 2 Stroot SW, Calgary Alberta,
i GCT Investment Limited Partnership, Blake, i Cassels & Graydon IIP, 3500, 855 - 2 Streei SW, : Calgary, Alberta, T2P 4J8
Gray Coach Travel, Inc. 600 Vine Street, Suite 1400, Cincinnati, Ohio 45202
Greyhound Canada Transportation ULC Blake. Cassels & Graydon LLP. 595 Burrnrd Sires! PO Box 49314, Suite 2600, Three Benlall Certre, Vancouver. BCV7X IL3
l Greyhound Courier Express Limited, Blake, : Cassels 4 Graydon LLP, 595 Burrard Slreel, PO. Box ' 49314, Suite 2600, Time Bentall Centre, Vancouver, : BC V7X 1L3
' Manhattan Equipment Supply Company ! Limited, 1111 International Blvd, Suite 700, ! Burlington, ON, L7L6W1
I Subsidiary not wholly owned i but incorporated in Canada
! Greyhound and Coach Canada Terminal i Operation Limited (50%), 130 King Street West, I #1600, Toronto, ON, M5X 1J5
Subsidiaries - wholly owned
and incorporated in Puerto Rico
First Transit of Puerto Rleo, Inc. 600 Vine Street.
Suite 1400, Qncinnati. Ohio 45202
First Transit Rail of Puerto Rico, Inc. 361 San
Francisco Street, San Juan, Puerto nico
Subsidiary - wholly owned
and incorporated in Mexico
Greyhound Lines Mexico, S.A. de R.L. de C.V.
350 N. St. Paul Street, Dallas, TX 75201
Subsidiaries not wholly owned but incorporated in the United Kingdom Careroute Umited (80%), Empress Road, Southampton, Hampshire, S014 OJW
First/Keolis Holdings Limited (55%)<, 4th Floor Capital House, 25 Chapel Street, London, NW1 SDH
Flrst/Keolls TransPennine Holdings Limited
(55%), 4th Floor Capital House, 25 Chapel Street, London, NW1 5DH
Flrst/Keolis TransPennine Umited (55%),
4th Roor Capital House, 25 Chapel Street, London,
NW1 5DII
First MTR South Western Trains Umited (70%), 4th Floor Capital House, 25 Chapel Street, London. NW1 5DH
First Trenitalia East Midlands Rail Umited (70%), 4th Roor Capital House, 25 Chapel Stroot, London, NWI 5DH
First Trenitalia West Coast Rail Umited (70%), 4th Floor Capital House, 25 Chapel Street, London, NWI 5DH
PTI Website Umited (20%)', 8th Roor The Point 3'' i-lorth Wl'?. f Road. I ondon, W2 IAF
Leicester CltyBus Umited (94%)', Bus Depot, Wostway. Chelmsford, Essex. CM1 3AR
LCB Engineering Limited (94%). Bus Depot, Westway, Chelmsford, Essex, CM1 3AR Leicester CityBus Benefits Limited (94%), Bus Depot, Westway, Chelmsford, Essex, CMl 3AR
Nicecon Umited (50%), 395 King Street, Aberdeen, AB24 SRP
Somerset Passenger Solutions Limited (50%), Somerset Energy Innovation Centre, Woodlands Business Park. Bristol Road, Bridgwater. Somerset, ; TA6 4FJ
I 1 Directly owned by rirstGioup pic
! 2 Al! shares held in subsidiary undertakings are | oidinary shares, with the exception of Leicestor CityBus Lirnitod whore the Group owns 100%
| C * C''tr.; vioMO Cl!*"! :!V'V^ ¦ ' o< o yr .c .;:.
3 Ii i liqurdatiun. | 4 On 11 May 2018 First Bristol Limited changed its name lo First Bus Central Survicos Ljinitcct


156 FirstGroup Annual Repor t and Accounts 2018

Independent auditor's report to the members of FirstGroup pic





Opinion
In our opinion:
the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 March 2018 and of the Group's loss for the year then ended;
the Group financial statements have been properly prepared In accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union;
the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 101 "Reduced Disclosure Framework"; and
the financial statements have been prepared in accordance with the requirements oi the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
Wo ii.ivp diudited tho financial statements of FirstGroup pl<; (tho 'Paient Company') and iiE subsidiaries ;rhp 'Group'* which comprise
ihe Consolidated income statement;
the Consolidated statement of comprehensive income;
the Consolidated and Parent Company balance sheets;
• tire Consolidated cash flow statement;
the Consolidated and Parent Company statements of changes in equity; and
the related notes 1 to 38 of the Consolidated results and 1 to 10 of the Parent Company results.
"I ho firvanoial reporting framework thai lias boon applied in tho preparation of the Group financial s-.aturvoiits iv. ,;opiic;ibl<; law u-id If FIBs adopted by tho ftrooean Union, lire financial repotting framewmk that has bean applied in tho ompnintion ol the Parent Company f pBasis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those friandarris aro further described in the auditor's responsibilities for tho audit of tho financial statements section of our report.
We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financ'al statements in tho UK, including the Financial Reporting Council's (FRC's) Ethical Standard as applied to listen public intercut entities, aivJ we have fulfilled our other ethic?! responsibilities in accordance with these requirements. We confirm trwt the non-aurtri services p'0hibit«d in tl io l-nc's Finical Standard wore not provrced to the Group or tha Parent Corrrpariy.
We boKiv- that th'; audit evidence we have obtained is sufficient and appropriate lo provide a oasis tor our opinion.





















FirstGroup Annual Report and Accounts 2018

Independent auditor's report to the members of FirstGroup pic
continued




Summary of our audit approach
Key audit matters fr>e ksy * idit that we identified in ine current year were.
« Accounting tor rail franchise contracts, including the forecast profitability of the IransPennine Lxpress ("TPfc") and t3r(ve Western "feifvvav{"GWR'j fanctaes; aid9iorrxoonition of r;cita;-1 ponWorvt ainou'Ta t\ GvVi; -irso So;.:ti r Wester!' S-Wlw;;y (:SW! <") rcctswibie t.mcfcr th? fi ru lChiKo oontr;;i I s.
The assessment of the carrying value ot First Student and Greyhound goodwill;
» Valuation and completeness of individually material and incurred but not reported claims forming part of tne self-insurance provision in North America;
Valuation of pension scheme liabilities; and
• Accuracy of material manual adjustments to revenue recognition at First Student and First Transit.
Materiality

Scoping
Significant changes in our approach
T1 io materiality Ilia! w,.> used foi Uie Group iiiiaictal statements was Cr.5 million which was ueicmtiiied m lire basis of M% of loss botoTB l«i:< .'wijij->tod for intangible amortisation, bond rrai\u wholn costs,. .'puiu ^H oivirf.)'::-. and K'i onerous contract provisioning.
Wo porforniRc: lull scope audit prct:cduros at each of flif: ftvti operating oiv s'i>r is air. wc.il ! as cortain Gruji i contral functions. 7 heso components account for over 05% of the Group's nut assets, revf-nue. and oporaimcj pinfrt.
Our audit approach for the current year included the following changes, as compared to our audit of the prior year:
¦ The inclusion of SWR within the scope of our audit following the commencement of the franchise in August 2017.
« The key audit matter relating to the carrying value of goodwill was expanded at the planning stage of our audit to include Greyhound due io reduced forecast perloirnance. This key audit trial tor. was also sprxvfir.aliy locusoo on ti n the current year.
« The key audit matter relating to the self-insurance provision in North America was focused on the valuation ot individually material claims, and the incurred but not reported claims as well as the discount rate applied.
« Ihe revenue lecognition toy audit matter in the current year Is specific to the accuracy of matmiiil manual adiustrncrr to revenue in First Student and Rrst Transit, as opposed to the whole group as in the prior year.
« In the current year we have revisited our materiality calculation as the forecast results of the Group were revised. We have also updated our approach to exclude the impact of bond make whole costs, impairments and TPE onerous contract provisioning,





















158 FirstGroup Annual Report and Accounts 2018

Conclusions relating to going concern, principal risks and viability statement
Going concern
We have reviewed the directors' statement on page 44 about whether they considered it appropriate to adopt the going concern baas of wounting in propa'ing them and trwlr identification of any material uncertainties to the Group's and Parent Company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements.
We are required to state whether we have anything material to add or draw attention to in relation to that statement required by Listing Hule 9,8.6R(3) and report if the statement is materially inconsistent with our knowledge obtained
in the r.udit.
We confirm that we h3ve nothing material to report, add or draw attention to in respect of these matters.
Principal risks and viability statement
Based solely on reading the directors' statements and considering whether they were consistent with the knowledge wc obtained in the course of tho audit, including the knowledge obtained in tho evaluation of tho dirucirnV assessment of the Group's and the Parent Company's ability to continue as a going concern, we are required to state whether we have anything material to add or draw attention to in relation to:
the disclosures on pages 34-39 that describe the principal risks and explain how they are being managed or mitigated;
the directors' confirmation on page 44 that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency orJjquicSty; or
«the directors' explanation on page 44 as to how they have assessed the prospects of the Group, over what penod they haw: done no raid why thr-y cornidar thai perkxi in Iw appropriate, and their statement as to whether they have a reasonable expects!'"j*iK*t the Group will be able fo cor ifariuo ii i operator i and r r ioet ifs liabilities as thi.y +.& due over Vti period uf tl assessment, including any related disclosures drawing attention to any necessary quafrficatidns or assumptions.
We confirm that we have nothing material to report, add or draw attention to in respect of these matters.
We are also required to report whether the directors' statement relating to the prospects of the Group required by
Lisn'ng Mule 9.8.<5R(3) is materially inconsistent with oui knovvleagc obtained in the audit.




























FirstGroup Annual Report and Accounts 2018

Independent auditor's report to the members of FirstGroup pic
continued




Key audit matters
Key ;;uo i inaltcr." ii.oso nvittois tUtt, tn ot-'i professional jud^um*ware of most Gi;jMilic,->riV! tr? our p? ;hu fifrsno/iii staicmsvits of iii;: tMn-.vi: raid :.i"0 ,n<:!uoc trie iriost siyr.rfioant assessed lisks of ruateiiul mfeaUitornerit iWhullii.;' o nut uti'; U' tutuo1) that wo idt-niiri." ; Utesf; ini.itwt "clufiflii those which hnd the greatest eflecl it,: thtjoveral, audit strategy. lh« a'iooolio;' of ro-iour'-is g< Vr.t, audit; and dirsr-.iirirj the ul'ortt, Tin::;;', mutters were aodressoO in tho context or our audit of the financial statements as a whole, and in fern unit o\,- opinion thereon, and we do not provide a separate opinion on these matters.
Accounting for rail frarichisecfontracts -•
Key audit matter description








How the scope of our audit responded to the key audit matter
1 fie Group operates a number of complex rail franchise contracts. Judgement is required in the evaluation of the overall profitability oi the franchise contracts and whether they are onerous .and at, such inquire prevision lor futuie losses
GlrVR and IPE franchise profitability
This judgement includes consideration ofthe key assumptions regarding passenger revenue growth, costs, the HTioact of major infrastructure work, oleuirificalioti arid resignaffing. introduction of now trains and negotiations wrl'i industry partners.
GlrVfl and SWR Perbrmance related amounts
Judgement is also required in relation to the timing of recognition of certain performance related amounts the Group is entitled to receive under franchise contracts but the valuation ot which was not finalised as A thy year ond.
Management has highlighted contract and franchise accounting as a key source of estimation uncertainty in note 2 to the consolidated financial statements and tne Audit Committee has identified this as a Significant Issue or Judgement in their report.
The audit procedures we performed in respect ol the key audit matter included: GWR and TPEfranctuse profitability
¦ Walking through the process undertaken by Management in estimating the forecast profitability and the design and implementation of key controls;
• Challenging fvlanagement to understand the key drivers forming the basis of the franchise profitability forecasts;
» Reviewing and challenging Management's key assumptions by reference to independent industry sources and relevant supporting evidence and sensitising the impact these have on management's assessment of the profitability of the two contracts;
Recalculating the relevant forecasts;
Assessing and challenging Management's expected range of possible outcomes; and

Reviewing the related financial statement disclosures.
Performance related amounts in GWR and SWR
« Gaining an understanding of Management's process for recognising performance related amounts and the calculation of any amount to Co deterred and assessing Ihe doragn and implementation of key control;;
Reviewing the calculations performed by Management and the correspondence with industry partners;
¦ Assessing the appropriateness of the treatment of performance regime compensation recognised in the income statement and deferred on the balance sheet.
The results of our procedures were satisfactory and we concur with the judgements made and the resulting accounting for rail franchise contracts, noting the following observations:
GWR and TPE iranctiisn profitability
We concluded based on the available evidence that:
« Management's assessment that the GWR franchise contract will remain profitable, and that no onerous contract provision is required is reasonable;
¦ The onerous contract provision of £106.3 million recorded by Management in respect ot TPE is reasonable.
Performance related amounts tn GWR and SWR
We concluded that performance related amounts recognised in tho income statement during the year and deferred on the balance sheet at year end arc reasonable.




FirstGroup Annual Report and Accounts 2018

Forecast margin used in Re valuation of First Student and Greyhound "gobdwill'(E1,138 million);.'. :'
Key audit matter description
@









How the scope of our audit responded to the key audit matter










tC ay nh«»matlnn«
The assessment of the carrying value of goodwill, as described in note ?. involves judgement in relation to forecasting
fi ilurr cash flows. At tho planning stage of our audit we identified the Cis'i Oenoratiriij Units {('A 'A i) • nest s'j'i*t.w tc variation in future cash Cows to be tire First Student CGU (C1,i3'.6 mi^on. 201',': 5.'I,.'JV1.1 millioiVi and iVcyw-d C'X ((.nil: '.»01 /. £291.91r'illioi (, as disclosed in note 11 to the fit lai ,c,U! statwi*'">i.s
In the current year we focused on the forecast margin within Management s discounted cash low model given tms is rl»? aj'io where tne must significant judgement is required.
Headroom for First Student has decreased in reported sterling from £709.2 million at 31 March 2017 to £662.5 million at 31 March 2018.
An impairment loss of £277.3 million has been recognised as the recoverable amount calculated by Management was ler.s than the carrying value ofthe Greyhound CGU. The impairment loss ol C260 6 mutton was ft-st alloo*ied to rtoodwill. which has been fully written down, and the remaining impairment loss of £16.7 million was allocated to the other tangible and intangible assets of the CGU on a pro rata basis according to the carrying amount of each asset in the CGU.
Management has highlighted Impairment of Intangible assets (including goodwill) as a key source of estimation uncertainty In note 2.
The Audit Committee report on page 65 refers to the carrying value of First Student and Greyhound goodwill as one of the signiticant issues and judgements considered by tho Audit Committee,
The audit procedures we performed In respect of this key audit matter Included:
¦ gaining an understanding of Management's process for developing their impairment models and assessing the design and implementation of koy controls;
• agreeing the underlying forecasts to the Board approved three year plan;
¦ meeting with Divisional Management teams to understand and challenge forecasts in detail;
• testing the underlying assumptions within the cash flow projections impacting the forecast margin including estimates around contract retention at Rrst Student and passenger revenue growth and cost assumptions at Grcryhound by reference to third party data;
¦ challenging tho terminal growth and discount rate assumptions used within the impairment models by reference to market data;
• assessing cash flow projections with reference to historical trading performance and forecasting accuracy; « considering the reasonableness of, and recalculating, the sensitivity assessment applied by Management,
¦ performing further independent sensitivity analysis on the impairment model; and
« considering the appropriateness of the disclosure on reasonably possible changes. _ _
Wr- cniicluiiriri that token together Iho assumptions applied in the final impairment models are rrwsortahln. We Ponf'tlei
the disclosure around the sensitivity to be proportionate to tne level Of jlKlgemeftt.

















FirstGroup Annual Ht>port and Accounts 2018

Independent auditor's report to the members of FirstGroup pic
continued




Valuation of the self-insurance provision in North America (£311 million)
Key audit matter description
Tho underlying calculation of the North American self-insuranco reserves Is subject to judgement based on the volume and seyvjnty of clams. We have identified a k>iy audt matter m relaucn to the valuation o* ihe individually uwioi ;•! oluii. is within the North American self-insurance provision and the estimated value of incurreo but not roponed ("IBNR") claims as well as the discount rate applied.
Management has highlighted self-insurance provisioning as a key source of estimation uncertainty in note 2 to the
consolidate'.! 'Inanuol statements'.
if o Audtl Con unities report on page 05 refers to North America self-insurance provisions as one of tire ^ij,ii»tloJ»«-t issues urxJ judgements cons del ed ny tha Audit Committee. The provision ia disclosed it; note 25 to '.Itu consc+ciatud -jrt-.ti'cial statements.
How the scope of our audit responded to the key audit matter
The audit pnocedures we performed in respect of this key audit matter included:
¦ gaining an understanding of Management's process for developing the North American self-insurance reserves, including how Management ensures the completeness of IBNR claims, and assessing the design and implementation of key controls;
meeting with the Management and their external actuary to challenge key assumptions;
working with our actuarial specialists in North America to independently develop an actuarial calculation and comparing the provision recorded to the actuarial range calculated by Management and their external actuary, considering the methodologies employed and comparing assumptions used to the Group's historical experience; and
challenging the appropriateness of the discount rate used through comparison to market rates.
VWj aro satisfieo that the assumptions used are reasonable and that the valuaiioi i of th* North American sett-riwaiK reserve is reasonable.


Valuation of pension scheme liabilities (£6,139 million)
Key audit matter ' lie Group operates, in a labour inrei isive industry with large membership to a number of defined benefit pension
description schemes. The valuation of gross pension liabilities, as disclosed in note 36 is materially sensitive to changes in the
underlying assumptions adopted in respect of the discount, inltation, and mortality rates.
fvUvigoemenl has highlighted defined benefit pension arrangements as a.key source of estimation uncertainty in note i to the consolidated financial statements.
How the scope of our audit responded to the koy audit matter
"he Ai it lit Committee report on page 65 refers to Pensions as one of the significant issues and judgements consxlrtred by the Audit Committee.
The audit procedures we performed in respect of this key audit matter included:
¦ gaining an understanding of Management's process for determining the underlying assumptions ana assessing the design and implementation of key controls;
« working with our actuarial specialists to test the estimates determined by Management and its external actuary considering the methodologies employed and comparing assumptions used to the Group's historical experience and to listed and industry benchmarks; and
• challenging the appropriateness of the discount, inflation and mortality rates used through comparison to those used by similar entitles.
Key observations Wo ?.'« satisfed ihat wkwi tuiwtiiur the assumoiions applied hiiespoct o! 11 -e valualkvi of tne liabilities ar" rcvswrible and that the valuation of the pension scheme liabilities is reasonable. We consider the disclosure around tho sensitivity
sji ih-.i sillies ;i r'riiypnably posfstibli! eli








FirstGroup Annual Report and Accounts 2018

Accuracy; of material manual to revenue recognition processes
Key audit matter description
As dasonneii ru tne Styvfcant accounting policies in note ' revenue tiKiisaolionh dcrusu 1hi- Ciruup art; pruuiv! u idnliy high volume and low value In seme instances, revenue recorded may ha subjact Ic mantel adjur.lme''ts tc iwfloel tie timing and valuation of revenue recognised, for example where amounts are unbilled at the year end.
The accuracy of recording any such material manual adjustments to revenue represents a key risk of material misstatement to revenue due to fraud. This includes manual adjustments to accrued or deferred income balance sheet items that impact revenue in the income statement.
The key audit matter applies to the First Student and Rrst Transit divisions, due to the judgement required in assessing the level of unbilled revenue accrued on contracts in those divisions at year end. We focus on these divisions as we have
i oi 'cnniifiud such, urhilleri balances in the other divisions o1 the Group
The Audi! Conimttl'je lepor! on page 66 refers to Revenue recognition as one of the sign.fic.oi it issues and judgements considered by the Audit Committee.
How the scope of our audit responded to the key audit matter
The audit procedures we performed In respect of this risk Included:
gaining an understanding of Management's process for ensuring the accuracy of manual adjustments to revenue and assessing the design and implementation of key controls;
understanding the judgements taken by Management in determining material manual adjustments at Rrst Student and First Transit, their accuracy and the associated deferred and accrued income;
¦ recalculating the accuracy of material accrued Income balances and reviewing supporting documentation on a sample basis; and
¦ auditing revenue related journal entries by selecting Items that demonstrated characteristics of being manual in nature
by agreeing therrfto supporting documentation to determine the rationale for the entries
The results of our procedures were satisfactory and we did not identify inappropriate manual adjustments to revenue.


























FirstGroup Annual Report and Accounts 2018 16a
Independent auditor's report to the members of FirstGroup pic
continued




Our application of materiality
WbiieS-'-c matr/raMy &> the inagintiirip of misstatement h Hie financial statements that makes it probable that the economo dscfe'reis of a reaso• :tuVl\ncwfccgwUe perwa i wyuta b« chunged © influenced. We iisemaleiteEvy both in piaming the snoot: of our auJil work a'id e> evaluating the results of our work.
Bns«xl on o: w professional jucfgern«?nt. we oetenmncd materiality tor the financial statements as a whole as follows.
. Parent Company financial statements
Materiality
Basis for ; ,: determining materiality vj
E7.5 million (2017: £9.0 million)
We determined materiality for the Group to be E7.5 million (2017: £9.0 mSlion), which is 5.4% (2017:4.3%) of loss before tax of £326.9 million adjusted for intangible amortisation of £70.9 million, bond make-whole payments of £10.7 million, impairment of £277.3 million and TPE onerous contract provision of £106.3 million.
_E8.0 million (2017: £8.0 million)
Parent Company materiality represents less than 1% of not assets (2017: loss than 1%).
Rationale for . the benchmark applied
Wo r.onsidor a profit moasui c tne monf appropriate basis for determining materiality as this The Parent Company is a holding company which
does not produce revei tue ar id therefor e a revot ms or profit benchmark would net be rtiauant Not asserts was considered tha most relevant benchmark for the nature of the Parent Company
f*r.i*.i*!i;iik p'oiit iiigasu'rj*
i -ti-xip raitetViliiy
iilMXiinna^K pir/it rr,oo&uretTi:y.r £138.3m
Bni.;'':i;!:t< isufit n.jasurfr it* i.rjrUiArtoo '.lift liisf, utifor.3 tax adjusted fcr intangible ainortisiTtfcin, hof iv.ilirut :sWe agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £375,000 (2017: £300,000) for the Group. st> w»_1 os differences below flat threshold that, in our viow, warranted reportng on quattabve grounds. Vfe also repot! to the Audi; Committee on disclosure iratlers that we identified when assessing the overall presentation of the financial statements.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including group-wide controls over key audit areas, and assessing the risks of material misstatement at the Group level. Based on that assessment, we focused our Group audit scope primarily on the FirstGroup America component (First Student, First Transit, Greyhound and the North American self-insurance captive entity)
tim'. '¦••-.; sip . f'c;ml Tra.ri t liieiotng Ooiuparit's (GWR. TP! and SWR), the First Bus Divsion as well as ceit-tin Group central funrtions 1'io ;>Vv"i' fro"-: ti^;: :; '-s»wio '.he Group tt jrimj ih;.) ajirrvnl year and represents a chanye to the scope ol pin audit.
The locations sub|ccr to full audit procedures represent the principal business units and account for over 95% of trie Group's net assets, rr ve-'U'- .ii '0 ¦.ptiiii'.iM witift. l'ii':y v.nn eki!»sc!w.-tBd lo provide an appropriate basis lot under taking audit work li., ¦¦!, lora;?;; t'-itiuskr, oi :n,>'o> 'j intbi'.i'tSi'' t:-r' i;:ii;.i above. Our uudit w;>rk a local'Otis subject to foil audit piocorluies v/as executed al k,v'r;is oi coniijonpnl uiuii^r'a ty i.;' between £3.0 million and £6.0 million applicable to each individual location.
Ai t'v '''.vu'-Vi \ ¦•~:iv,3,,-y level we s*«; '.fjSUri »•*consolidittion iaccess a'd corueo out ansiy'iica! orocsdij-os;c our c.ondui.iuii -!-,cir.ihuro
Vv'vi >.!;;";;;; ,:! • -'.Kf- of rps'Mi.-l ri.itist'itur'iKPt o" Iho ftjigregiiUid llnsno ol riomiatior of the reman u.j eeiripoiieuix not suurOCt io audit.
Tho Giouo auait team tinve directed and supervised the work of the component audit teams during the course of the year. We included ail r.oiv'i c 'or t-.\ if. ' ik>m i.i r/r,,|. ¦irsc.-wl u«r .n .¦• process. I to Statutory Auditoi met all component teams and held meetings with Management at all components to discuss the work performed. In relation
tu i;;:" • \u;; :•-;¦ :; c-!':iu!Oiy At oiti: ;;i lKu fvoup .wi'if toam visited the I istGiOup AiTisrir;,'; r:o:'u'ionv-r-t iwr <: ^ptiiy-hcv ?C:v
March 2018 and May 20 III. Other senior members of the Group audit team also visited the FirstGroup America component n October 2017
a i -.i:u, ^ -'¦';'. rui-vt .;;,,,u ru,v; ,¦ rw.-Af-o ilicuiprnlation pr th--; firrriirKjs irotpthe i:r>nipp"pnt audi; lua"!'- •-v.xk


FirstGroup Annual ncpurt and Accounts 2018

Other information
The directors are responsible for the other information. The other information comprises the information included in the
o^p;;;;1 top- ft, o'hor ',)-.or. the fVwrri'i* svne"icnfs and our auditor's report thereon.
(iii- oi >-\:o'i oi' Is iii'iirii i;,! stiitnurints rior>5 no! covci tl 10 other iiitorinaiion and, wept to ths extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connsctlcn wth our audi! of the financial statements, our responsibly is to read the other information and, in doing
oA;*d*J whether tne other in'oriristior s materially inconsi.sf.enf w.fh tire financial stskfrtonts or our knowisrige obtained in the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether ihori' is a rivw.'i&l rrusstfUtHnmrt in trV financial statements or a material misstatement of the other intramotion. If. h/isoa on the work we nave performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
In this cor-text, matters that we an? specifically required to report to you as uncorrected material misstatements pi the cither information include where we conclude that:
• Fair, balanced and understandable - the statement given by the directors that they consider the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary fa shareholders to assess the Group's position and performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
¦ Audit committee reporting - the section describing the work of the audit committee does not appropriately address matters oommunicated by us to the audit committee; or
» Directors' statement of compliance with the UK Corporate Governance Code - the parts of the directors' statement required under the Listing Rules relating to the company's compliance with the UK Corporate Governance Code containing provisions specified for review by the audita in accordance with Listing Rule 9.8.10R<2) do not property disclose a departure from a relevant provision of the UK Corporate Governance Code.
We have nothing to report in respect of these matters.
Responsibilities of directors
As explained more fully tr the diructors' responsibilities statement, the directors are responsiblo foi tho preparation of the financial stotemants and lor being satisfied that Ihcy give a true arid fair view, and for such internal control as tho d'rectors aeteriinno is nccessaiyto enable tho prtiriaruiion -x- ficanuol statements that are free from material misstatement, whether duo to fraud or error.
In prep-ii'iiK] the 'maixisl statements, tr><9 d'rectors are tesoonsible for assessing the Group's and the Paient Company's ability to continue aa a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Oiii orri'iCtives tu otvrvr. i':n?onahle assurance about whether tho financial statements as a whole are free from material misstatement,
"' "» "»¦"', rlnH tn i"1*"" '¦" ""Hitr^-e report that irviiiriaB nur npininn. Ransnmhla assuranca is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
c>r'i irri:'rem fruiio' or error and a'e conskfe'ea material if, individually ty in the aggregate, they couW reasonably be expected tc rt'tunce tho oconon-t; j.jciss urn; ;f users taken on ihe basis of these financial statements.
A futdvit f*':sr.'if;; -.-.'i of om r;.sooi i'-.iMitios foi iho audit of the rranoN ststei rents is located on the rirwcial n«|iorting Council's website .if wwwfrc.org.uk/audttorsresponsibilities . This description forms part of our auditor's report.
Use of our report
This report is maoe solely to the Parent Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them
i- an r-sii.j i.' ¦•¦ -upon .Tit to' no other purpose, ib the fullest extent permitted by law. wo do not uuoopt or untune responsibility to anyore otK" than the Parent Company and tfie Parent Company's members as a body, for our audit work, for this report, or for the opinions wo have formed.









FirstGroup Annual Report and Accounts 2018 165

Independent auditor's ttspwt'to^he members of FirstGroup pic
continued




Report on other legal and regulatory requirements' Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements aro prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In trie light ot the knowledge and understanding of the Group and the Parent Company and their env'uonment obtained in the course ot the audit, we Slave not 'Per' fii-u any material rnisstaioireuts in Ihe strategic report or the dimeters' report.
Matters on which we are required to report by exception Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion: We have nothing to
we have not received all the information and explanations we require for our audit; or these'ntatters?0* °*
adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns.
Directors' remuneration
Unaer the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors' We have nothing to
remuneration have not been made or the part of the directors' remuneration report to be audited is not in agreement with report in respect of
the accounting records and returns. these matters.
Other matters Auditor tenure
r'olloiviiip the recommendation of tne audit committee, we were appointed on ? March 1099 to audit the financial statements for the year ending Jl Maich 1399 and subsequent financial periods. Tits penod ol total uninterrupted engagement including previous tennwafe and reappointments of tha firm is foveas, mve-ing the years ending 31 Varch 1999 to 31 March 2018,
Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with tho additional report to the audit committee we are required to provide in accordance with ISAs (UK).

Mark Mulllns, FCA (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Statutory Auditor
London
31 May 2018
















FirstGroup Annual Report and Accounts 2018
Group financial summary'-' '
Unaudited
Consolidated income statement
Group revenue
Oiw.wq profi? !>u!;°-:> amortis. Amortisation charges Other adjustments
Opr-HUms (lossj/orofil
2018 £m
6,398.4 317.0 (70.9) (442.3)
(196.2)
2017 Em
5,653.3 339.0 (60.2) 4.8
283.6
2016 Dp
5,218.1 300.7 (51.9) (2.5)
246.3
2015 Cm
6,050.7 303.6 (54.3)
245.8
2014 Cm
6,717.4
268.0
(53.4)
17.6
232.2
sJel limpet: cost
ip-eiteolivo-less on tmaricirJ depv-itivss
,1 ;.j,si/iM >l! b-i.'.it: i'yx
lax
(I ossi/pr-jiit '