Annual Report and Accounts for the year ended 30 June 2018 OUR INVESTMENT CASE Focused on delivering sustainable long term value for our stakeholders We aim to work collaboratively with our partners to deliver customer focused transport services in an efficient way that produces attractive returns for our shareholders and generates value for all our stakeholders. We will do this by leveraging the following drivers: Devolved customer focused management • Autonomous local management teams best placed to optimise performance • Multiple awards won for customer service with the highest ever regional bus customer satisfaction score • Playing a key role in the communities we serve by supporting local economies enabling access to work, education, leisure and retail Stable cash-generative bus business • Well established regional bus operator with a focus on urban areas in the south of England • Largest bus operator in London with strategically located depots providing competitive advantages • Efficient operations resulting in delivery of near industry leading margins UK rail experience • Leading change and transformation as the operator of the UK’s busiest rail franchises • Track record of UK rail franchises contributing to Group profits and cash flows • Low levels of capital deployment Growing international pipeline • Clear and disciplined strategy for low risk international diversification • Seven international contracts won to date in three countries • Strong pipeline of opportunities in targeted markets • Target to deliver 15-20% of Group operating profits from international activities Future scaling and proofing • Addressing changing socio-economic dynamics impacting public passenger transportation • Continued innovation and deployment of technology to make passenger transport easier and more efficient • Committed to improving the environment and air quality • Focus on remaining a sustainable and responsible business Strong financial profile • Robust balance sheet with low levels of net debt • Disciplined approach to capital allocation and risk management • Strong free cashflow generation expected in coming years • Committed to paying an attractive dividend CONTENTS Our strategic objectives Protect and grow the core About us Win new bus and Highlights rail contracts Strategic report Develop for the future 04 Chairman’s letter of transport 06 Our markets 08 Our strategy 10 Chief Executive’s review 14 Strategy in action 14 20 Our business model Read about our strategy in action 22 Our stakeholders 28 Our key performance indicators 33 Group Q&A Group Financial Statements 36 Business and finance review 118 Independent auditor’s report 38 Bus 126 Consolidated income statement 40 Rail 128 Consolidated statement of 42 Financial review comprehensive income 44 Risk management 129 Consolidated statement of changes in equity 130 Consolidated balance sheet 132 Consolidated cashflow statement 22 134 Critical accounting Our stakeholders judgements and key sources We engage and work in of estimation uncertainty partnership with all of our 135 Notes to the consolidated stakeholders to create and financial statements deliver the best service Company Financial Statements 182 Company balance sheet 183 Company statement of changes in equity 184 Directors’ responsibilities in relation to the company financial statements 185 Notes to the company financial statements Shareholder information 199 Shareholder information 202 Corporate information 203 Glossary Governance 52 Introduction to Our strategic report for the corporate governance year ended 30 June 2018, as 54 Board of directors set out on pages 4 to 49, and 56 Corporate governance report the directors’ report on pages 72 Nomination committee report 106 to 107, have been reviewed 76 Audit committee report and approved by the Board of directors. 82 Directors’ remuneration report 106 Directors’ report 108 Directors’ statement of responsibilities Andrew Allner, 110 Compliance with the UK Chairman Corporate Governance Code 5 September 2018 www.go-ahead.com 1 Newcastle ABOUT US HIGHLIGHTS Our business is based Performance in the year on strong fundamentals... Hull £383.7m Total Regional bus Go-Ahead is one of the UK’s leading public transport £2,527.3m revenue providers, responsible for more than a billion King’s Lynn Rail journeys each year on our bus and rail services. England Norwich £3,461.5m £550.5m Colchester London bus Oxford London Brighton Poole Plymouth £135.9m £161.0m 102.08p 181.6p Total operating profit Total operating profit Dividend per share Earnings per share (pre-exceptional items) (post-exceptional items) (2017: 102.08p) (pre-exceptional items) Regional bus London bus Rail (2017: £150.6m) (2017: £150.6m) (2017: 207.7p) We run fully owned commercial bus We operate tendered contracts Through Govia, a 65% owned joint businesses through our seven bus for Transport for London (TfL). venture with Keolis, Go-Ahead currently operators predominantly in the south This comprises of 164 routes from operates two UK rail franchises for the of England. We employ over 7,500 17 depots in the capital. Around 85% Department for Transport (DfT), GTR £232.8m 91% 75% 0.70kg people and run around 2,800 buses within of these depots are freehold. We are and Southeastern and operate over 4,800 Cash generated Regional bus customer Rail customer Carbon emissions these businesses. We have operations the biggest bus operator in London with daily services. Until December 2017, from operations satisfaction satisfaction per passenger journey in Brighton, Oxford, East Yorkshire, a 23% share of the market, running Go-Ahead ran the London Midland (2017: £224.4m) (2017: 90%) (2017: 82%) (2017: 0.75kg) Plymouth, East Anglia and on the south over 2,100 buses and employing more franchise. Our rail operations employ coast as well as in north east England. than 7,000 people. over 11,500 people. ...because of these we are expanding our Business overview International development Future proofing • Results ahead of expectations • Progressing towards our target • Launched the UK’s largest footprint, reaching more passengers. • Bus and rail operating profit for international operations to demand responsive trial of high pre-exceptional items at £91.4m contribute 15% to 20% of Group quality minibuses which enables (2017: £90.7m) and £44.5m (2017: operating profit by 2022 passengers to use an app to Singapore Ireland Germany £59.9m) respectively • Bus contract in Singapore route journeys according to In September 2016, we began operating We won our first Irish bus contract in Go-Ahead Bahn and Bus is currently • Stable final dividend proposed delivering high performance their needs a bus contract in the Loyang district of August 2017 to operate 125 buses across preparing for the start of three German resulting in a maintained full levels, and mobilisation of new • Working with logistics Singapore, which has a similar contract 24 routes in Dublin. In March 2018, we rail contracts in 2019, in Baden- year dividend of 102.08p contracts in Dublin and Germany partners on managing local structure to that in London. Employing won our second bus contract, taking the Wurttemburg and Bavaria. In June 2018, • Solid financial profile with net debt progressing well deliveries, including a pilot over 1,000 employees, we now run more total number of routes to 30. Go-Ahead the Group was awarded a fourth German to EBITDA of 1.3x below our target • Confirmed as the preferred at our Crawley depot than 400 buses on 27 routes from our Ireland will commence operating its first rail contract, for the E-Netz Allgäu routes range of 1.5x to 2.5x and well below bidder for a second bus contract • Two initial contracts secured local depot. route from September 2018. which will commence in 2021. the covenant ceiling of 3.5x in Dublin and won a fourth rail through our IT consultancy venture, • Highest ever passenger satisfaction contract in Germany during Hammock, which commercialises score (91%) received in regional bus the year our expertise in smart ticketing and payment solutions • GTR impacted by industry • Building our brand with activities implementation of May timetable in targeted markets to increase • Established the Billion Journey Würzburg change; reliability significantly client awareness of Go-Ahead Project, the UK’s largest and • Development team continues only multi-model transport Ireland Osterburken Lauda improved since subsequent July to pursue value adding accelerator programme Navan timetable amendment Karlsruhe Crailsheim opportunities in targeted • Operating over 140 environmentally Loyang Dublin • Southeastern rail franchise international markets, where friendly car shares through our Changi Tullamore extended to 1 April 2019 and Plochingen Aalen there is a strong pipeline of stake in Frankfurt based company, Airport Portlaoise Kildare Neu-Ulm shortlisted for the next South Singapore Ulm Eastern franchise opportunities in both bus and rail Mobileeee Germany Bus regions Rail networks Strategic Report In this section 4 Chairman’s letter 6 Our markets 8 Our strategy 10 Chief Executive’s review 14 Strategy in action 20 Our business model 22 Stakeholders 28 Our key performance indicators 33 Group Q&A 36 Business and finance review 44 Managing risk STRATEGIC REPORT STRATEGIC CHAIRMAN’S LETTER Board gender Senior management Overall Group diversity gender diversity gender diversity 2 females, 29% 11 females, 17% 3,978 females, 14% Building a sustainable business 5 males, 71% 52 males, 83% 23,655 males, 86% Dear Shareholder, Our customers As an organisation dedicated to equality, inclusion and diversity, The Board continues to recognise the importance of dividends we have fairness enshrined in our pay practices and are to shareholders and accordingly has updated its dividend policy. The provision of an effective, safe and efficient public transport Go-Ahead takes care of over a billion passenger journeys a determined to address the pay gap between men and women The Group will target a dividend payout ratio of 50% to 75% of system is crucial to the lives of the people and communities we year. We are the largest bus operator in London, have a well working across our businesses. The industry in which Go-Ahead net income.