HALF YEAR RESULTS

THE GO-AHEAD GROUP PLC

("GO-AHEAD" OR "THE GROUP")

HALF YEAR RESULTS FOR THE SIX MONTHS ENDED 29 DECEMBER 2012

Strong trading in bus; overall results in line with management expectations

Business overview

• Overall results in line with management expectations

• Strong bus operating profit of £37.1m, up 5.4%, despite significant fuel cost headwinds

• Sector-leading deregulated passenger growth continues

• On track to meet bus operating profit target of £100m by 2015/16

• Excellent performance in delivering key Olympic Games transport services

• Overall solid revenue growth in rail

• Welcome the recommendations set out in the Brown review of rail franchising

• Strong cash management and robust balance sheet

• Maintained half year dividend at 25.5p

• Overall expectations for the full year remain unchanged

* Before amortisation

** H1'13 free cashflow and net debt figures are adjusted by £90.6m (£75.5m plus VAT) for the sale of rolling stock relating to the Southern franchise. This was repaid to the Department for Transport (DfT) in January 2013.

Unless otherwise stated, references made to operating profit throughout this statement exclude amortisation

Bus operating profit target of £100m by 2015/16 is excluding amortisation, exceptional items, and the impact of IAS19 revised

David Brown, Group Chief Executive, commented:

"I am pleased to report a good set of results for the first half of the financial year. Our focus on running high quality, convenient services and our industry leading marketing strategy have continued to attract more passengers on to our value for money services.

"At the core of the Group is our bus division and this performed very well in the period, despite significant fuel cost headwinds. The deregulated operations continue to benefit from our effective localised management structure and we have made good progress with our marketing plans, with over 120,000 passenger journeys a day now being made with our smartcard "the key". We continue to invest in our fleet and 100 new buses were bought in the period, almost half of which are carbon efficient hybrid vehicles, we have also introduced free Wi-Fi on many of our services. Our regulated business remains sector-leading, driven by our ability to provide high quality and cost efficient services for Transport for London. These good results underpin my confidence in our ability to achieve our target of £100m bus operating profit by 2015/16.

"Overall, our rail business performed robustly, delivering solid revenue growth in the first half. We remain committed to operating in the UK rail market and welcome the key recommendations set out in the Government's review of rail franchising carried out by Richard Brown. We remain on the shortlist to bid for the Thameslink franchise and we urge the Department for Transport to begin the tender process within the coming months to ensure that the Thameslink Programme is delivered on schedule.

"Looking ahead to the full year, our overall expectations remain unchanged. In line with the Group's strategy, we now expect a greater proportion of operating profit to come from the bus division.

"As previously announced Sir Patrick Brown will retire as Chairman and step down from the Board in April 2013. I would like to take this opportunity to thank Patrick for his long-standing stewardship of the Group. During his tenure, he has successfully steered Go-Ahead through some challenging economic times and he leaves the Group with a clear strategy and significant opportunity for the future.

"Andrew Allner, currently Senior Independent Director and Chairman of the Audit Committee, will succeed Sir Patrick Brown as Chairman on 25 April 2013."

For further information, please contact:

David Brown, Group Chief Executive and Keith Down, Group Finance Director will be hosting a presentation for analysts at 9.00am today (21 February 2013) at Investec, 2 Gresham Street, London EC2V 7QP, Tel: +44 (0) 20 7597 5970.

A live audio webcast of the presentation will be available on Go-Ahead's website - www.go-ahead.com.The presentation slides will be added to Go-Ahead's website at around 7:30am today.

Chief Executive's review

I am pleased to report a good set of results for the first half of the financial year. Our focus on running high quality, convenient services and our industry leading marketing strategy have continued to attract more passengers on to our value for money services.

Bus

At the core of the Group is our bus division and this has performed exceptionally well in the period, despite significant fuel cost headwinds. The deregulated operations continue to benefit from our effective localised management structure and we have made good progress with our marketing plans.

Our award winning smartcard goes from strength-to-strength, with over 120,000 passenger journeys now being made with "the key" each day. We have recently launched the "key benefits" scheme in partnership with local businesses to help drive long term loyalty and have continued to roll out mobile-ticketing. We have also installed free Wi-Fi on many of our services and are developing new journey planning and retail applications. With almost 500,000 online customers we are able to gain valuable insight into our passengers' needs and can tailor our marketing plans accordingly.

Our London business performed strongly in the first half, helped by the successful delivery of Olympic Games contracts, good quality incentive bonus payments and contribution from the Northumberland Park depot, acquired in the second half of last year. Our regulated business remains sector-leading, driven by our ability to provide high quality and cost efficient services for Transport for London (TfL). TfL remains focused on ensuring London has a sustainable public transport network for a growing population and has recently committed to maintaining London bus mileage.

We continually seek to maximise the benefits of operating together as one large organisation whilst maintaining our decentralised structure and local market focus. During the first half, we implemented a number of cost efficiency programmes across all aspects of the bus business from scheduling to engineering and have introduced effective benchmarking across companies, all of which will deliver incremental cost savings.

We are committed to investing in our fleet to provide an attractive and sustainable alternative to the private car. During the period we invested a total of £18.7m on 100 new buses, almost half of which are hybrid. Go-Ahead now has the largest proportion of hybrid buses in its fleet compared with other major operators.

We are on track to achieve our target to organically grow bus operating profit to £100m by 2015/16 through a combination of revenue growth and cost saving initiatives.

Rail

Overall, our rail business performed robustly, delivering solid revenue growth in the first half.

Southeastern continues to make significant progress in managing the business to deliver value for passengers, employees and shareholders and during the period had many successes. It played a key role in the delivery of the Olympic Games transport plan, achieved its best ever punctuality score and the highest customer satisfaction rating ever achieved by an operator of the South Eastern Network. The franchise also became the first in the UK to be awarded the highest possible Investors in People 'Champion' status, a level which less than one percent of the UK companies have achieved. December marked the third anniversary of Southeastern's high speed rail service which now carries over nine million passengers a year.

The Southern franchise continues to face challenges. There has been weakness across the network and we are working closely with Network Rail to help improve performance. We expect the franchise to remain profitable this financial year and a cost efficiency programme has been introduced in preparation for entering revenue support in September 2013. Since the franchise started in 2009, we have invested over £100m in passenger improvements and by the end of this financial year, will have contributed almost £350m in premium payments to the Department for Transport (DfT).

During the period, London Midland faced operational challenges due to driver shortages. We acknowledge the impact that this has had on our customers and were pleased to agree a package of benefits with the DfT to compensate passengers for cancelled trains and delays to services. In December 2012, London Midland brought 110mph trains into service creating additional capacity on its network. It has been confirmed that the franchise has been extended until September 2015, giving us the opportunity to provide longer term investment in our services for the passengers' benefit.

We remain committed to operating in the UK rail market and welcome the key recommendations set out in the Government's review of rail franchising carried out by Richard Brown. Our current three franchises carry almost a third of all passengers in England and we have 16 years' experience of managing complex commuter franchises and delivering industry-leading projects such as High Speed 1. We remain on the shortlist for the Thameslink franchise and we urge the DfT to begin the tender process over the coming months to ensure that the Thameslink Programme is delivered on schedule. We will continue to work closely with the DfT as the rail franchising programme progresses.

Outlook

Looking ahead to the full year, our overall expectations remain unchanged. In line with the Group's strategy, we now expect a greater proportion of operating profit to come from the bus division. We anticipate the deregulated bus business to benefit from cost efficiencies in the second half and in rail we expect the performance to be impacted by weakness in the Southern franchise.

Go-Ahead is a high quality operator with leading market positions in the bus and rail sectors and the Group remains in a good financial position. We have strong cash generation and a robust balance sheet enabling us to maintain the dividend and are well placed to benefit from the growing need for a sustainable and efficient public transport system.

David Brown, Group Chief Executive

20 February 2013

Chairman's statement

In my last review as Chairman, I am pleased to report another good set of results for the Group. Since I joined the Board in 1999, Go-Ahead has grown significantly and has weathered very well the economic storms of recent years. The Group is now in a strong position to move forward and I have every confidence in Andrew Allner as my successor.

Our core bus division continues to grow as our deregulated operations attract more and more passengers and our sector leading London bus business continues to provide high quality and cost efficient services for TfL.

We have a leading position in the UK rail market and have a proven track record of delivering value to passengers, taxpayers and shareholders. We are supportive of the recommendations set out in the Brown review and remain well placed to deliver a strong bid for the Thameslink franchise once the franchise timetable resumes.

Financial overview

Revenue in the period increased by £97.1m, or 8.1%, to £1,296.6m (H1'12: £1,199.5m), with growth in both bus and rail.

Operating profit was £51.2m (H1'12: £51.7m) down £0.5m, or 1.0%, with a reduction in overall operating profit margin to 3.9% (H1'12: 4.3%).

Adjusted earnings per share* were 70.0p (H1'12: 67.4p).

Dividends

The Board has maintained the interim dividend at 25.5p (H1'12: 25.5p), payable on 12 April 2013 to shareholders on the register at the close of business on 22 March 2013.

Dividends paid in the period represent the payment of last year's final dividend of 55.5p (H1'12: 55.5p), giving a total dividend in respect of the full year ended 30 June 2012 of 81.0p. We understand that our dividend policy is a key part of the investment decision for many shareholders. The Board remains committed to maintaining the dividend per share which is supported by the Group's strong balance sheet and cash generation.

Governance

In accordance with the Board's succession plan, Andrew Allner, currently Senior Independent Director and Chairman of the Audit Committee, will be my successor. Andrew has both significant knowledge and understanding of the Group, gained through his four years as Non-Executive Director, and has considerable Board experience.

On his accession to Chairman in April 2013, Andrew Allner will step down as Senior Independent Director and Chairman of the Audit Committee. The Board has commenced a search for a new independent Non-Executive Director with recent and relevant financial experience to succeed Andrew Allner as Chairman of the Audit Committee.

Katherine Innes Kerr will succeed Andrew Allner as Senior Independent Director. Katherine joined the Board in July 2010 and is Chairman of the Remuneration Committee and a member of the Audit and Nomination Committees.

Sustainability

For Go-Ahead, sustainability is about operating our trains and buses safely, reducing the impact of our operations on the environment and being passenger focused. It also means developing our staff and enriching our local communities while growing our business profitably for our shareholders.

Our efforts to operate responsibility continue to be recognised externally and we were delighted to receive a highly commended award in the inaugural Sir Mervyn Pedelty Award launched by FTSE Group to recognise companies which have made the most significant improvements to their businesses' sustainability in recent years.

For the third time, Go-Ahead has been awarded the Carbon Trust Standard after continuing to take action on carbon emissions. Go-Ahead became the first UK transport operator to achieve the Carbon Trust Standard in 2008. The certification reflects the company's effective response to climate change through governance, carbon accounting and carbon management and recognises Go-Ahead's success in achieving a 14% reduction in emissions per passenger journey since 2008.

* Adjusted earnings are net profit after tax attributable to members before amortisation

At Go-Ahead we are committed to understanding the changing requirements of our customers and in partnership with Passenger Focus, we commissioned a study looking at the future of transport. The research explored potential social, economic and technological changes and how these might influence passenger use of, and relationship with, transport. Personalised travel, sustainable choices and broader social changes including an ageing population are just some of the themes explored in the innovative research, providing the Group with a valuable insight into what today's passengers might require from their bus and rail services in the future.

Our 23,000 employees underpin our good performance and I would like to thank them for their continuing dedication and hard work to ensure we remain a strong and successful Group. We continue to invest in training to develop their skills and performance and during the first half undertook our first annual employee survey across the Group's bus operations to understand levels of employee engagement and identify ways of making our Group a better place to work. This follows a survey taken across head office and the three rail franchises in our last financial year.

Conclusion

As Go-Ahead progresses with its strategy, I am confident the Group will continue to build on its market leading positions in the bus and rail sectors. It has a highly experienced and knowledgeable management team and operates in a market that has many long term fundamental strengths. Higher motoring costs, increasing road congestion and a recognition amongst all major political parties that investment in public transport is vital to the economy, society and environment are drivers for long term growth.

Sir Patrick Brown, Chairman

20 February 2013

Business and finance review

Revenue and operating profit by division

Summary income statement

* Before amortisation

Financial highlights

Revenue in the period increased by £97.1m, or 8.1%, to £1,296.6m (H1'12: £1,199.5m), with growth in both bus and rail.

Operating profit was £51.2m (H1'12: £51.7m) down £0.5m, or 1.0%, with a reduction in overall operating profit margin to 3.9% (H1'12: 4.3%).

Profit before tax for the period was £38.0m (H1'12: £39.2m), down £1.2m, or 3.1%, and adjusted earnings per share rose 3.9% at 70.0p (H1'12: 67.4p), largely due to the reduction in the effective tax rate from 21.9% to 19.2 %. Net profit after tax for the period was £30.7m (H1'12: £30.6m).

Net cash was £26.5m at the half year end (30 June 2012: net debt £91.0m). Included in the net cash position was a receipt of £90.6m (£75.5m plus VAT) on the sale of rolling stock relating to the Southern franchise. This was repaid to the DfT in January 2013. Removing the impact of this one-off transaction would have resulted in net debt of £64.1m at the half year end. Adjusted net debt to EBITDA of 1.67x remains within our target range of 1.5x to 2.5x.

Bus

* On a like-for-like basis, excluding acquisitions

** Adjusting for the impact of the Olympic Games on regulated bus

Overall bus performance review

Overall, our bus operations delivered strong half year operating profits, despite significant fuel cost headwinds.

Total bus revenue increased by 13.6%, or £45.6m to £381.3m (H1'12: £335.7m). The division achieved strong operating profit of £37.1m, up £1.9m or 5.4% (H1'12: £35.2m). Acquisitions made in the second half of the prior year have been successfully integrated into the Group and contributed £1.6m to operating profit. Total bus operating profit margin decreased by 0.8ppts to 9.7%, as the bus business was faced with higher fuel costs and reduced bus service operators' grant (BSOG) receipts.

All of our deregulated operations saw an increase in passenger journeys, reflecting our high quality and value for money services, combined with effective marketing campaigns. Our regulated bus business played a key part in the delivery of the Olympic Games transport plan and profits from these services contributed £1.6m to operating profit in the first half of the year.

Capital expenditure

We continued to invest in our bus operations in the first half, with net cash outflow from capital expenditure of £28.3m (H1'12: £42.8m), including £18.7m (H1'12: £34.4m) on 100 new buses, lower than last year as fewer London contracts required new buses.

Deregulated bus

Revenue

Like-for-like passenger journeys increased by 2.7%, resulting in like-for-like revenue growth of 4.7%. Strong growth in fare paying passengers was partly offset by a weaker concessionary performance.

Around 90% of our deregulated revenue is generated from commercial services, limiting our exposure to changes in local authority policies and budgets. In addition, our strategic focus on more vibrant urban areas, mainly in the South East, helps to protect us from the challenges of the wider economic environment.

Operating profit

Operating profit was £16.9m (H1'12: £18.0m), down £1.1m or 6.1%, largely due to higher fuel costs and the reduction in BSOG. As a result, the operating profit margin decreased by 1.7ppts to 10.0%.

* Contract recovery refers to loss making contract which began in the first half of the last financial year

Regulated bus

Revenue

Revenue increased by 16.9% and as expected, mileage was up 11.1% due to new contracts commencing in the period and the contribution of the Northumberland Park depot, acquired in the second half of last year. Performance in the TfL league tables remains strong at 99.6% (H1'12: 96.3%) of our target mileage was operated. Quality Incentive Contract (QIC) bonus payments increased in the period, totalling £4.5m, up £1.4m (H1'12: £3.1m) as a result of our strong performance and fewer roadworks in central London around the Olympic Games.

Operating profit

Operating profit was £20.2m, (H1'12: £17.2m) up £3.0m, or 17.4%, despite higher fuel costs, largely due to better QICs, the contribution of the Northumberland Park depot and the Olympic Games. Operating profit margin was 9.5%, although when adjusting for revenue associated with Olympic Games contracts of £5.6m and operating profit of £1.6m, underlying margin was 9.0%.

North American Yellow School Bus

Our 50:50 joint venture with Cook-Illinois continues to operate two contracts in St Louis, Missouri, running around 120 buses. This operation is highly cash generative.

Bus outlook

We anticipate a good performance for the full year to 29 June 2013, with the deregulated bus division expected to deliver a stronger second half as it begins to benefit from cost efficiencies. We will continue to drive organic growth by providing high quality services and maintaining our focus on industry leading marketing.

Regulated bus has seen a particularly strong first half, impacted by the Olympic Games, increased mileage and higher QIC bonuses. Whilst this business is expected to perform well in the second half, the momentum from the first half of the year is likely to slow as the anniversaries of the introduction of new contracts and the acquisition of the Northumberland Park depot are lapped.

Our fuel requirements are fully hedged for the second half at 49ppl and are 77% hedged for the next financial year at approximately 51ppl. We will continue to invest in our bus operations with a total capex spend of around £60m expected for the full year.

Overall, we are pleased with our performance in the first half and expect our full year bus operating profit to be slightly higher than management's previous expectations.

We are committed to our bus division operating profit target of £100m by 2015/16 and are well placed to achieve this.

Rail

* On a like-for-like basis, adjusting for the impact of the Olympic Games

** Department for Transport's Public Performance Measure on a moving annual average basis

# Based on National Passenger Survey - results announced in January 2013

Performance review

Our rail division operates the Southern (including Gatwick Express), Southeastern (including High Speed) and London Midland franchises through our 65% owned subsidiary Govia.

The rail division has delivered a solid result in the six months to 29 December 2012.

Southeastern reported stable underlying growth in passenger revenue of 10.0%. The franchise played a key role in the delivery of the Olympic Games transport plan, contributing an additional 2.7% to revenue growth. During the period, Southeastern achieved its best ever customer service and punctuality scores. The franchise remains in 80% revenue support.

The Southern franchise continues to face challenges and the period saw a fall in underlying passenger numbers across the network. The franchise is expected to enter revenue support in September 2013 and has introduced a cost efficiency programme in preparation.

London Midland continued to report strong underlying growth in passenger revenue, whilst growth in passenger journeys slowed in line with expectations. The franchise faced operational challenges during the period and has agreed with the DfT a package of benefits and improvements to be delivered over the life of the franchise, to compensate passengers for cancelled trains and delays to services. Despite becoming eligible in November 2011, London Midland has not required revenue support.

Revenue

Subsidy refers to the support provided by DfT for running the franchise as agreed in the tender process.

Premium payments

Southern's premium payments are included in operating costs.

Net premium payments to the DfT (excluding revenue support) were up £54.6m on the same period last year, with revenue support increasing by £6.6m. Southern's premium payments increased by £21.5m and subsidy receipts for London Midland and Southeastern reduced by £26.5m, including revenue support.

Operating profit

Half year operating profit was £14.1m (H1'12: £16.5m) resulting in a reduction in operating profit margin of 0.4ppts to 1.5%.

Capital expenditure

Net capital expenditure was £2.1m (H1'12: £4.5m), of which £0.1m related to Southeastern and £2.0m to London Midland. Full year capital expenditure on franchise obligations is expected to be around £10m (2012: £8.3m).

Rail outlook

The second half of the year is expected to remain challenging, primarily driven by weakness in Southern. We are working closely with Network Rail to help improve performance in this franchise. We expect Southern to remain profitable this financial year and a cost efficiency programme has been introduced as it prepares to enter revenue support in September 2013.

Overall, revenue will continue to be driven through targeted marketing campaigns promoting our value for money fares whilst maintaining our focus on cost efficiencies.

As January 2013 fare increases were lower than last year, a more modest revenue yield in the second half is assumed.

Bid costs for the full year are expected to be around £4m.

Overall, full year rail operating profit is expected to be slightly below management's previous expectations.

We remain committed to operating in the UK rail market and look forward to further clarity from the DfT regarding the rail franchising programme.

Other financial items

Bus pensions

Operating profit includes the net cost of the Group's defined benefit pension plans for the period of £18.3m (H1'12: £16.6m) comprising bus costs of £2.6m (H1'12: £2.2m) and rail costs of £15.7m (H1'12: £14.4m). Company contributions to the schemes totalled £23.5m (H1'12: £22.1m).

The net deficit after taxation on the bus defined benefit schemes was £40.0m (30 June 2012: £17.3m), consisting of pre tax liabilities of £51.9m (30 June 2012: £22.8m) less a deferred tax asset of £11.9m (30 June 2012: £5.5m). The increase in deficit was largely due to increased scheme liabilities generated by a lower discount rate. The pre tax deficit consisted of estimated liabilities of £611.2m (30 June 2012: £558.7m) less assets of £559.3m (30 June 2012: £535.9m). The percentage of assets held in higher risk, return seeking assets was 47% (30 June 2012: 45%).

Rail pensions

As the long term responsibility for the rail pension schemes rests with the DfT only the share of surplus or deficit expected to be realised over the life of each franchise is recognised.

As reported previously, the rail pension schemes follow the Government's change from RPI to CPI. Until agreed with trustees as part of the December 2010 triennial valuation discussions, no reduction in cash contributions has been assumed. On this basis, a pre-tax liability of £8.1m (30 June 2012: £7.7m) was recorded, representing the discounted value of the additional cash contributions of around £5m per annum over the remaining lives of the franchises.

IAS19 (revised)

IAS19 (revised) becomes effective for the Group in the financial year ended 30 June 2014. Had the IAS been applied to the financial statements for the year ended 30 June 2012, the effect would have been a reduction in operating profit before tax for the year of £14.6m, £7.7m of which would be attributable to equity holders of the parent. This would have resulted in an 18.1p reduction to basic earnings per share and adjusted earnings per share, of which 4.8p would have related to the bus division. There would have been no effect on cash, credit rating or bank covenants had the revised standard been applied.

Net finance costs

Net finance costs for the period were £8.0m (H1'12: £7.7m), comprising finance costs of £8.9m (H1'12: £9.0m) less finance revenue of £0.9m (H1'12: £1.3m). During the period a credit of £0.1m (H1'12 £0.5m) relating to mark to market interest swaps was charged directly to income. The average underlying net interest rate for the period was 4.6% (H1'12: 5.6%).

Goodwill, intangible amortisation and exceptional items

The charge for the period of £5.2m (H1'12: £4.8m) represents the non-cash cost of amortising goodwill and intangibles including assets associated with pension accounting for the rail franchises and computer costs.

There were no exceptional items in the period (H1'12: £nil).

Taxation

Net tax for the period of £7.3m (H1'12: £8.6m) includes underlying tax on ordinary activities of £9.5m (H1'12: £10.5m) and is equivalent to an underlying effective tax rate of 25.0%, above the statutory rate for the period of 23.75% as a result of non-qualifying capital allowances. Including the impact of the opening deferred tax rate reduction of £2.2m credit (H1 '12: £1.9m), the effective tax rate is 19.2% (H1 '12: 21.9%). The effective tax rate for the full year is expected to be around 22% including the impact of currently enacted tax rate changes.

Non-controlling interests

Non-controlling interests in the income statement of £3.8m (H1'12: £4.3m) arise from our 65% holding in Govia Limited which owns 100% of our current rail operations and therefore represents 35% of the profit after taxation of these operations.

Earnings per share

Adjusted earnings (net profit after tax attributable to members before amortisation) were £30.0m in the period (H1'12: £28.9m) resulting in adjusted earnings per share of 70.0p (H1'12: 67.4p).

The weighted average number of shares remained at 42.8 million (H1'12: 42.8 million). The closing number of shares in issue, net of treasury shares was also 42.8 million (H1'12: 42.9 million).

Dividends

The Board has maintained the interim dividend at 25.5p (H1'12: 25.5p), payable on 12 April 2013 to shareholders on the register at the close of business on 22 March 2013.

Dividends paid in the period represent the payment of last year's final dividend of 55.5p (H1'12: 55.5p), giving a total dividend in respect of the full year ended 30 June 2012 of 81.0p.

Summary cashflow

* Operating profit before interest, tax, depreciation and amortisation

** When adjusting for the sale of rolling stock, H1'13 free cashflow was £56.5m and net debt was £64.1m

Cashflow

Cashflow generated from operations before taxation increased by £6.1m to £117.0m, (H1'12: £110.9m) and working capital and other items rose £4.1m to £37.9m (H1'12: £33.8m). This working capital benefit is due to the timing of season ticket payments and expected to reverse in the second half, with a small overall negative working capital movement at the year end.

Tax paid of £2.4m (H1'12: £12.9m) related to the final instalments of the 2011/12 tax year. Net interest paid of £13.4m (H1'12: £13.0m) was higher than the net charge for the period of £8.0m (H1'12: £7.7m) due to accrued amounts in respect of interest on the sterling bond which is paid annually in September each year. Capital expenditure, net of sale proceeds in the period, was £29.6m (H1'12: £46.7m), lower than the comparative period as a result of reduced requirements for new vehicles, mainly on regulated bus contracts. Capital expenditure for the full year is expected to be around £70m.

Dividends paid to parent company shareholders remained at £23.8m (H1'12: £23.8m) and dividends paid to non-controlling interests reduced to £6.0m (H1'12: £11.4m).

Capital structure

* When adjusting for the sale of rolling stock, H1'13 restricted cash was £213.0m

Net debt

Net cash was £26.5m at the half year end (30 June 2012: net debt £91.0m). Included in the net cash position was a receipt of £90.6m (£75.5m plus VAT) on the sale of rolling stock relating to the Southern franchise. This was repaid to the DfT in January 2013. Removing the impact of this one-off transaction would have resulted in net debt of £64.1m at the half year end.

Net debt comprised the £200m sterling bond (H1'12: £200m), amounts drawn down against the £275m five year revolving credit facility of £101.0m (H1'12: £77.0m), amounts drawn down against the US$10m facility of £3.3m (H1'12: £3.9m), hire purchase and lease agreements of £4.9m (H1'12: £3.4m) less cash and short term deposits of £335.7m (H1'12: £142.3m).

Adjusted net debt, consisting of net debt plus restricted cash in our rail division of £303.6m (H1'12: £138.7m), was £277.1m (H1'12: £280.7m), equivalent to 1.67x EBITDA on a twelve month rolling basis (30 June 2012: 1.80x; H1'12: 1.77x). Adjusted net debt is unaffected by the sale of rolling stock as this cash was held as restricted cash.

Risk management

The risks and uncertainties described in the Group's annual financial statements for the year ended 30 June 2012 remain the principal risks and uncertainties for the Group.

The key risks and uncertainties include:

• External - economic environment, political and regulatory framework, fuel cost

• Operational - catastrophic incident, labour costs and employee relations, information technology failure or disruption, supply chain management

• Financial - increased pension scheme funding required, insurance and claims, financing risk

• Strategic - sustainability of rail profits, contract work, competition, inappropriate strategy and investment

• Environmental risk

More details can be found on pages 30-33 of the "Directors' Report: Performance Review" section of the Group Annual Report and Accounts, available on our website at www.go-ahead.com

Responsibility and cautionary statements

Responsibility statements

We confirm that to the best of our knowledge:

·; the interim financial statements have been prepared in accordance with IAS34 'Interim Financial Reporting';

·; the interim management report includes a fair review of the information required by the Financial Services Authority's Disclosure and Transparency Rules ('DTR') 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

·; the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

By order of the Board

Keith Down, Group Finance Director

20 February 2013

Cautionary statement

This report is addressed to shareholders of The Go-Ahead Group plc and has been prepared solely to provide information to them.

This half yearly report is intended to inform the shareholders of the Group's performance during the six months to 29 December 2012 and this report and the announcement under which it was released do not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any Go-Ahead Group shares or other securities. This report contains forward looking statements based on knowledge and information available to the Directors at the date the report was prepared. These statements should be treated with caution due to the inherent uncertainties underlying any such forward looking information and any statements about the future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

Interim consolidated income statement

for the six months ended 29 December 2012

Interim consolidated statement of comprehensive income

for the six months ended 29 December 2012

Interim consolidated statement of changes in equity

for the six months ended 29 December 2012

Interim consolidated balance sheet

as at 29 December 2012

Interim consolidated cashflow statement

for the six months ended 29 December 2012

Notes to the interim consolidated financial statements

for the six months ended 29 December 2012

1. Corporate information

The Go-Ahead Group plc is a public limited company that is incorporated, domiciled and has its registered office in England and Wales. Its ordinary shares are publicly traded and it is not under the control of any single shareholder.

2. Basis of preparation

The condensed financial statements for the six months ended 29 December 2012 have been prepared in accordance with the DTR of the Financial Services Authority and IAS 34, 'Interim Financial Reporting', as adopted by the European Union. The condensed financial information has been prepared using the same accounting policies and methods of computation used to prepare the Group's 2012 Annual Report as described on pages 88 to 93 of that report which can be found on the Group's website at www.go-ahead.com, except for the adoption of new standards and interpretations, noted below. The annual financial statements of the Group are prepared in accordance with IFRS as adopted by the European Union.

The following new standards or interpretations are mandatory for the first time for the financial year ending 29 June 2013:

IAS 1 Amendments to IAS 1 Presentation of items of Other Comprehensive Income

IAS 12 Amendments to IAS 12 Deferred Tax - Recovery of Underlying Assets

The financial information for the six months ended 29 December 2012 and the comparative financial information for the six months ended 31 December 2011 has not been audited, but has been reviewed by the auditors. The comparative financial information for the year ended 30 June 2012 has been extracted from the 2012 Annual Report and Accounts. The financial information contained in this interim report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006 and does not reflect all of the information contained in the Group's Annual Report and financial statements. The annual financial statements for the year ended 30 June 2012, which were approved by the Board of Directors on 5 September 2012, received an unqualified audit report, did not contain a statement under section 498 (2) or (3) of the Companies Act 2006 and have been filed with the Registrar of Companies.

3. Risks and uncertainties

The Board of Directors approved this report including the condensed financial statements on 20 February 2013. The risks and uncertainties described in the Operating and Financial Review for the year ended 30 June 2012 remain the principal risks affecting the Group's business for the second six months of the financial year ended 29 June 2013. The key risks and uncertainties can be summarised as:

·; major accident or incident; inappropriate strategy or investment; political and regulatory changes; increased pension scheme funding requirements; insurance and claims

·; economic downturn affects demand for our bus services; bus fuel price increases; London bus contracts not renewed or reduction in existing revenues

·; economic downturn affects demand for our rail services; inaccurate or erroneous bid assumptions; loss of franchise

The preparation of the financial statements requires the use of estimates and assumptions. Although these estimates are based on management's best knowledge, actual results ultimately may differ from these estimates. The key sources of estimation uncertainty are consistent with those disclosed in the Group's Annual Report.

The Group's operations do not suffer from significant seasonal demand fluctuations.

4. Segmental analysis

The Group is organised into four reportable segments, Deregulated Bus, Regulated Bus, Rail and Go-Ahead North America. Operating segments within those reportable divisions are combined on the basis of their long term characteristics and similar nature of their products and services, as follows;

The Deregulated Bus division comprises bus operations outside of London.

The Regulated Bus division comprises bus operations in London.

The Rail operation, Govia, is 65% owned by Go-Ahead and 35% by Keolis and comprises three rail franchises: Southern, Southeastern and London Midland.

The Go-Ahead North America division comprises a 50% investment in a US school bus operation. The Group's share of the profit of this division is currently not material, and it is therefore not included within the tables below.

The information reported to the Group Chief Executive in his capacity as Chief Operating Decision Maker does not include an analysis of assets and liabilities and accordingly IFRS8 does not require this information to be presented. Segment performance is evaluated based on operating profit or loss excluding amortisation of goodwill and intangible assets and exceptional items.

Transfer prices between operating segments are on an arm's length basis similar to transactions with third parties.

The following tables present information regarding the Group's reportable segments for the six months ended 29 December 2012, the six months ended 31 December 2011 and the year ended 30 June 2012.

Six months ended 29 December 2012 (unaudited)

Six months ended 31 December 2011 (unaudited)

Year ended 30 June 2012 (audited)

At 29 December 2012, there were non-current assets of £3.2m (30 June 2012: £3.4m) and current assets of £0.3m (30 June 2012: £0.3m) relating to US operations, being made up entirely of equity accounted investments in Go-Ahead North America, a 50:50 joint venture with Cook-Illinois which commenced trading in August 2010. For the half year ending 29 December 2012, segment revenue for this venture was £1.0m (H1'12: £1.1m; 2012: £2.4m) and segment loss was £0.1m (H1'12: £nil; 2012: £nil).

During the six months to 29 December 2012 the Group incurred capital expenditure of £30.4m (H1'12: £47.3m; 2012: £77.3m) on tangible fixed assets of which £23.9m (H1'12: £19.9m; 2012: £35.8m) related to the deregulated bus division, £4.4m (H1'12: £22.9m; 2012: £33.2m) related to the regulated bus division and £2.1m (H1'12: £4.5 m; 2012: £8.3m) related to the rail division.

During the six months to 29 December 2012 the depreciation charge for the Group was £27.9m (H1'12: £25.4m; 2012: £53.8m) of which £13.1m (H1'12: £11.5m; 2012: £26.4m) related to the deregulated bus division, £9.2m (H1'12: £8.1m; 2012: £14.2m) related to the regulatedbus division and £5.6m (H1'12: £5.8m; 2012: £13.2m) related to the rail division.

5. Taxation

The total taxation charge recognised in the income statement is made up as follows:

The taxation charge has been calculated by applying the Directors' best estimate of the annual effective tax rate to the profit for the period after adjusting for exceptional items.

The interim tax rate is based on the full year expected tax rate.

The tax relating to items charged or credited outside of profit and loss is made up as follows:

A reduction in the UK corporation tax rate from 24% to 23% with effect from 1 April 2013 was enacted during the period. The Government has announced its intention to further reduce the UK corporation tax rate to 21% by 2014. If this reduction had been enacted by 29 December 2012 the Group's deferred tax liability would have been reduced by a further £3.4m to £35.2m.

6. Earnings per share

Basic and diluted earnings per share

The weighted average number of shares in issue excludes treasury shares held by the company, and shares held in trust for the Directors' Long Term Incentive Plan and Deferred Share Bonus Plan arrangements.

No shares were bought back and cancelled by the Group in the period from 30 December 2012 to 20 February 2013.

The effect of taxation and non-controlling interests on exceptional items and amortisation is shown on the next page for each of the periods.

Adjusted earnings per share

Adjusted earnings per share is presented to eliminate the impact of goodwill and intangible amortisation and non-recurring exceptional items to show a 'normalised' earnings per share. This analysed as follows:

7. Pensions

Retirement benefit obligations consist of the following:

The net deficit before taxation on the non-rail defined benefit scheme was £51.9m (30 June 2012: £22.8m), consisting of estimated liabilities of £611.2m (30 June 2012: £558.7m) less assets of £559.3m (30 June 2012: £535.9m).

The net deficit before taxation on the rail schemes was £8.1m (30 June 2012: £7.7m). The nature of these schemes means that we only recognise the share of surplus or deficit to be benefited from or to be funded during the franchise period.

The net deficit on the pension schemes was calculated based on the following assumptions.

*in excess of any Guaranteed Minimum Pension (GMP) element

The most significant non-financial assumption is the assumed rate of longevity. The table below shows the life expectancy assumptions used in the accounting assessments based on the life expectancy of a male member of each pension scheme at age 65.

For the rail schemes, the mortality assumptions adopted as at 29 December 2012 are based on the December 2010 valuation. This includes different assumptions for different subsections of each Scheme's membership. Factors used to differentiate between members include level of pension in payment, pensionable pay and member postcodes. These factors were used as they have been shown to impact upon life expectancy. The mortality tables used were the S1 SAPS tables, published by the CMI on 31 October 2008. As such different members will have different life expectancies dependant on their characteristics and it is not possible to quote a single life expectancy figure.

Sensitivity analysis

The following is an approximate sensitivity analysis of the impact of the change in the key assumptions for the non-rail schemes calculated as at 30 June 2012. In isolation the following adjustments would adjust the pension deficit and cost as shown.

8. Notes to the cashflow statement

Analysis of Group net debt (unaudited)

Cash and cash equivalents includes overdrafts amounting to £0.5m (30 June 2012: £nil).

Group net debt excludes unamortised issue costs of £3.0m (30 June 2012: £3.5m).

As at 29 December 2012, balances amounting to £303.6m (30 June 2012: £205.0m) were restricted, including amounts to cover deferred income for season tickets sold in advance of £131.1m (30 June 2012: £116.0m) and amounts held by rail companies which can be distributed subject to DfT dispensation, up to the value of distributable reserves.

9. Dividends paid and proposed

10. Provisions

At 29 December 2012 the depots provision has been increased to £0.4m (30 June 2012: £0.3m), representing the residual element of ongoing legal actions relating to planning consent issues and is considered a current provision.

The onerous contract provision in the bus division was fully utilised in the six months ended 29 December 2012 with £nil outstanding (30 June 2012: £0.2m), as the expected costs were incurred on operating lease commitments for articulated buses that have been phased out.

Franchise commitments comprise £42.3m (30 June 2012: £53.7m) dilapidation provisions on vehicles, depots and stations across our three active rail franchises. During the six months ended 29 December 2012 £10.9m of provisions were released following the successful renegotiation of certain contract conditions previously provided, partially offset by ongoing provisions on other contracts. Of the dilapidations provisions, £9.5m (30 June 2012: £1.2m) are classified as current. The provisions are based on management's assessment of most probable outcomes, supported where appropriate by valuations from professional external advisors. The dilapidations will be incurred as part of a rolling maintenance contract over the next three years.

Of the uninsured claims, £17.2m (30 June 2012: £16.7m) are classified as current and £36.8m (30 June 2012: £33.8m) are classified as non-current based on past experience of uninsured claims paid out annually. It is estimated that the majority of uninsured claims will be settled within the next six years. £0.6m of other provisions, dilapidations and restructuring costs in the bus division, are classified as current (30 June 2012: £0.5m).

11. Changes in commitments and contingencies

Capital commitments

Capital commitments contracted but not provided at 29 December 2012 were £27.7m (30 June 2012: £34.5m).

The Group has no contractual commitments regarding procurement of rolling stock, to be funded by central Government (30 June 2012: £113.3m).

Contractual commitments

The Group also has contractual commitments of £160.6m (30 June 2012: £142.3m) payable within one year, and £299.7m (30 June 2012: £368.0m) payable within two to five years, regarding franchise agreement payments to the DfT in respect of the Southern franchise.

Performance bonds

The Group has provided bank guaranteed performance bonds of £92.8m (30 June 2012: £88.7m), and season ticket bonds of £153.6m (30 June 2012: £144.3m) to the DfT in support of the Group's rail franchise operations.

12. Statement of changes in equity

The reserve for own shares is in respect of 4,061,312 (30 June 2012: 4,061,312) ordinary shares (8.7% of share capital), of which 159,082 (30 June 2012: 159,082) are held for Directors' bonus plans and LTIP arrangements. The remaining shares were purchased in order to enhance shareholders' returns and are being held as treasury shares for future issue in appropriate circumstances.

During the six months ended 29 December 2012 the company has not repurchased any shares (year ended 30 June 2012: 41,880 shares purchased for potential LTIP and DSBP awards that may vest in the future for a consideration of £0.6m). No shares were cancelled in the period (year ended 30 June 2012: no shares cancelled).

At 29 December 2012 there were 46,906,000 ordinary shares in issue (30 June 2012: 46,906,000).

13. Related party transactions

There are no related party transactions or changes since the last year end that could have a material effect on the Group's financial position or performance for the period.

At 29 December 2012 the Group has a 50% interest in Go-Ahead North America LLC (30 June 2012: 50%) of £3.5m (30 June 2012: £3.7m). There were no transactions between the Group and Go-Ahead North America LLC during the first half of the financial year other than scheduled loan repayments.

Directors and Advisors

Directors

Company Secretary

Joint corporate broker

Investec Bank plc2 Gresham StreetLondonEC2V 7QP

Joint corporate broker

Jefferies Hoare GovettVintners Place68 Upper Thames StreetLondonEC4V 3BJ

Financial PR advisors

Citigate Dewe Rogerson3 London Wall BuildingsLondon WallLondonEC2M 5SY

Registrars

Equiniti LtdAspect HouseSpencer RoadLancingWest SussexBN99 6DA

Auditors

Ernst & Young LLP1 More London PlaceLondonSE1 2AF

Principal banker

The Royal Bank of Scotland plcCorporate Banking8th Floor135 BishopsgateLondonEC2M 3UR

Independent review report to the Go-Ahead Group plc

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half yearly financial report for the six months ended 29 December 2012 which comprises the Interim Consolidated Income Statement, Interim Consolidated Statement of Comprehensive Income, Interim Consolidated Statement of Changes in Equity, Interim Consolidated Balance Sheet, Interim Consolidated Cashflow Statement, and the related notes 1 to 13. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority. As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half yearly financial report for the six months ended 29 December 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Ernst & Young LLP

London20 February 2013