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REG - Pearson PLC - Half-year Report <Origin Href="QuoteRef">PSON.L</Origin> - Part 3

- Part 3: For the preceding part double click  ID:nRSc5935Fb 

sale in 2015. 
 
The sales and profit for the period for discontinued operations are analysed below. 
 
                                                                                         
                                                        2016       2015       2015       
 all figures in £ millions                              half year  half year  full year  
                                                                                         
                                                                                         
 Sales by discontinued operations                       -          160        312        
                                                        -                                
 Operating profit included in adjusted earnings         -          18         51         
 Intangible amortisation                                -          (1)        (3)        
 Gain on disposal of the Financial Times                -                     711        
 Gain on disposal of the Economist                      -                     473        
 Profit before tax                                      -          17         1,232      
 Attributable tax charge                                -          (4)        (57)       
 Profit for the period - discontinued operations        -          13         1,175      
                                                        -                                
 Operating profit included in adjusted earnings         -          18         51         
 Attributable tax charge                                -          (4)        (9)        
 Profit for the period included in adjusted earnings    -          14         42         
 Intangible amortisation                                -          (1)        (3)        
 Attributable tax benefit                               -          -          1          
 Gain on disposal of the Financial Times                -          -          711        
 Attributable tax charge                                -          -          (49)       
 Gain on disposal of the Economist                      -          -          473        
 Attributable tax charge                                -          -          -          
 Profit for the period - discontinued operations        -          13         1,175      
 
 
- 
 
Profit for the period - discontinued operations 
 
- 
 
13 
 
1,175 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued 
 
for the period ended 30 June 2016 
 
8.      Discontinued operations continued 
 
The gains on disposal of the Financial Times and Economist in 2015 are shown in the tables below. 
 
                                                                                    
                                                   2016       2015       2015       
 all figures in £ millions                         half year  half year  full year  
                                                                                    
                                                                                    
 Gain on sale of the Financial Times                                                
                                                                                    
 Proceeds                                          -          -          858        
 Net assets disposed                               -          -          (100)      
 Cost of disposal                                  -          -          (47)       
 Gain on disposal before tax                       -          -          711        
 Attributable tax charge                           -          -          (49)       
 Gain on disposal after tax                        -          -          662        
                                                                                    
 Gain on sale of the Economist                                                      
                                                                                    
 Proceeds                                          92         -          377        
 Re-measurement of retained asset at fair value    -          -          92         
 Net (assets) / liabilities disposed               (92)       -          4          
 Cost of disposal                                  -          -          -          
 Gain on disposal before tax                       -          -          473        
 Attributable tax charge                           -          -          -          
 Gain on disposal after tax                        -          -          473        
 
 
Gain on disposal after tax 
 
- 
 
- 
 
473 
 
The amount included as re-measurement of retained assets related to an 11% stake in the Economist which was held at fair
value within other financial assets on the balance sheet at 31 December 2015 but has subsequently been disposed in the
first half of 2016 with no further gain or loss. 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued 
 
for the period ended 30 June 2016 
 
9.      Dividends 
 
                                                                                                                 
                                                                                2016       2015       2015       
 all figures in £ millions                                                      half year  half year  full year  
                                                                                                                 
                                                                                                                 
 Amounts recognised as distributions to equity shareholders in the period  277  277        423        
 
 
The directors are proposing an interim dividend of 18.0p per equity share, payable on 16 September 2016 to shareholders on
the register at the close of business on 19 August 2016. This interim dividend, which will absorb an estimated £147m of
shareholders' funds, has not been included as a liability as at 30 June 2016. 
 
10.    Exchange rates 
 
Pearson earns a significant proportion of its sales and profits in overseas currencies, the most important being the US
dollar.  The relevant rates are as follows: 
 
                                                              
                             2016       2015       2015       
                             half year  half year  full year  
                                                              
                                                              
 Average rate for profits    1.41       1.53       1.53       
 Period end rate             1.34       1.57       1.47       
 
 
1.47 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued 
 
for the period ended 30 June 2016 
 
11.    Non-current intangible assets 
 
                                                                   
                                  2016       2015       2015       
 all figures in £ millions        half year  half year  full year  
                                                                   
                                                                   
 Goodwill                         4,534      4,800      4,134      
 Other intangibles                1,082      1,136      1,030      
 Non-current intangible assets    5,616      5,936      5,164      
 
 
5,164 
 
There were no impairments to goodwill or intangibles in the period to June 2016, In the second half of 2015, following
significant economic and market deterioration in the Group's operations in emerging markets and ongoing cyclical and policy
related pressures in the Group's mature market operations, management's expectations of future returns were revised
downwards. It was determined during the goodwill impairment review in 2015 that the fair value less costs of disposal of
the Growth, North America and Core CGUs no longer supported the carrying value of the goodwill. An impairment of £507m was
booked in respect of the Group's Growth operations, representing impairments of £269m in the Brazil CGU, £181m in the China
CGU, £48m in the South Africa CGU and £9m in the Other Growth CGU, thereby bringing the carrying value of goodwill in those
CGUs down to £nil. Impairments of £10m and £13m were also booked in respect of other acquired intangibles in the South
Africa and Other Growth CGUs respectively, bringing their carrying value down to £nil. Impairments of £282m and £37m were
also booked in respect of the North America and Core CGUs respectively, bringing the carrying value of the goodwill in
those CGUs down to fair value less costs of disposal. 
 
12.    Trade and other liabilities 
 
                                                                           
                                          2016       2015       2015       
 all figures in £ millions                half year  half year  full year  
                                                                           
                                                                           
 Trade payables                           (224)      (179)      (319)      
 Accruals                                 (542)      (452)      (393)      
 Deferred income                          (797)      (733)      (766)      
 Other liabilities                        (270)      (273)      (268)      
 Trade and other liabilities              (1,833)    (1,637)    (1,746)    
                                                                           
 Analysed as:                                                              
 Trade and other liabilities - current    (1,463)    (1,307)    (1,390)    
 Other liabilities - non-current          (370)      (330)      (356)      
 Total trade and other liabilities        (1,833)    (1,637)    (1,746)    
 
 
Total trade and other liabilities 
 
(1,833) 
 
(1,637) 
 
(1,746) 
 
The deferred income balance comprises principally multi-year obligations to deliver workbooks to adoption customers in
school businesses; advance payments in assessment, testing and training businesses; subscription income in school and
college businesses; and obligations to deliver digital content in future periods. 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued 
 
for the period ended 30 June 2016 
 
13.    Business combinations 
 
There were no significant acquisitions completed in the period and there were no material adjustments to prior year
acquisitions. 
 
The net cash outflow relating to acquisitions in the period is shown in the table below: 
 
                                                                                  
                                                                           Total  
 all figures in £ millions                                                        
                                                                                  
                                                                                  
 Cash - Current period acquisitions                                        (6)    
 Deferred payments for prior period acquisitions and other items    (6)  
 Net cash outflow on acquisitions                                          (12)   
 
 
(12) 
 
14.    Net debt 
 
                                                                                      
                                                     2016       2015       2015       
 all figures in £ millions                           half year  half year  full year  
                                                                                      
                                                                                      
 Non-current assets                                                                   
 Derivative financial instruments                    200        68         78         
 Current assets                                                                       
 Derivative financial instruments                    -          52         32         
 Marketable securities                               31         26         28         
 Cash and cash equivalents (excluding overdrafts)    980        361        1,703      
 Non-current liabilities                                                              
 Borrowings                                          (2,324)    (1,923)    (2,048)    
 Derivative financial instruments                    (190)      (122)      (136)      
 Current liabilities                                                                  
 Borrowings                                          (115)      (733)      (282)      
 Derivative financial instruments                    (8)        (18)       (29)       
 Total net debt                                      (1,426)    (2,289)    (654)      
 
 
Total net debt 
 
(1,426) 
 
(2,289) 
 
(654) 
 
In May 2016, Pearson repaid its $350m 4.0% US Dollar Notes on maturity. 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued 
 
for the period ended 30 June 2016 
 
15.    Classification of assets and liabilities measured at fair value 
 
   ---------Level 2---------  -----Level 3------    
 
 
                                                 Available for sale assets  Derivatives  Other assets  Available for sale assets  Other liabilities  Total fair value    
 all figures in £ millions                                                                                                                                               
                                                                                                                                                                         
 2016 half year                                                             
                                                                                                                                                                         
 Investment in listed securities                 -                          -            -             -                          -                  -                   
 Investment in unlisted securities               -                          -            -             59                         -                  59                  
 Marketable securities                           31                         -            -             -                          -                  31                  
 Derivative financial instruments                -                          200          -             -                          -                  200                 
 Total financial assets held at fair value       31                         200          -             59                         -                  290                 
                                                                                                                                                                         
 Derivative financial instruments                -                          (198)        -             -                          -                  (198)               
 Total financial liabilities held at fair value  -                          (198)        -             -                          -                  (198)               
 2015 half year                                                             
                                                                                                                                                                         
 Investment in listed securities                 9                          -            -             -                          -                  9                   
 Investment in unlisted securities               -                          -            -             46                         -                  46                  
 Marketable securities                           26                         -            -             -                          -                  26                  
 Derivative financial instruments                -                          120          -             -                          -                  120                 
 Total financial assets held at fair value       35                         120          -             46                         -                  201                 
                                                                                                                                                                         
 Derivative financial instruments                -                          (140)        -             -                          -                  (140)               
 Total financial liabilities held at fair value  -                          (140)        -             -                          -                  (140)               
 2015 full year                                  
                                                                                                                                                                         
 Investment in listed securities                 -                          -            -             -                          -                  -                   
 Investment in unlisted securities               -                          -            -             143                        -                  143                 
 Marketable securities                           28                         -            -             -                          -                  28                  
 Derivative financial instruments                -                          110          -             -                          -                  110                 
 Total financial assets held at fair value       28                         110          -             143                        -                  281                 
                                                                                                                                                                         
 Derivative financial instruments                -                          (165)        -             -                          -                  (165)               
 Total financial liabilities held at fair value  -                          (165)        -             -                          -                  (165)               
                                                                                                                                                                                   
 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued 
 
for the period ended 30 June 2016 
 
15.     Classification of assets and liabilities measured at fair value continued 
 
The fair values of level 2 assets and liabilities are determined by reference to market data and established estimation
techniques such as discounted cash flow and option valuation models. Within level 3 assets and liabilities, the fair value
of available for sale assets is determined by reference to the financial performance of the underlying asset and amounts
realised on the sale of similar assets, while the fair value of other liabilities represents the present value of the
estimated future liability. There have been no transfers in classification during the period. 
 
The market value of Pearson's bonds is £2,268m (2015 half year: £2,450m, 2015 full year: £2,245m) compared to their
carrying value of £2,322m (2015 half year: £2,453m, 2015 full year:: £2,284m). For all other financial assets and
liabilities, fair value is not materially different to carrying value. 
 
Movements in fair values of level 3 assets and liabilities are shown in the table below: 
 
                                                                        
                                       2016       2015       2015       
 all figures in £ millions             half year  half year  full year  
                                                                        
                                                                        
 Investments in unlisted securities    
 At beginning of period                143        45         45         
 Exchange differences                  4          -          3          
 Additions                             4          1          101        
 Fair value movements                  -          -          -          
 Disposals                             (92)       -          (6)        
 At end of period                      59         46         143        
 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued 
 
for the period ended 30 June 2016 
 
16.     Cash flows 
 
                                                                                                                                        
                                                                                                       2016       2015       2015       
 all figures in £ millions                                                                             half year  half year  full year  
                                                                                                                                        
                                                                                                                                        
 Reconciliation of (loss) / profit for the period to net cash (used in) / generated from operations  
                                                                                                                                        
 (Loss) / profit for the period                                                                        (220)      (79)       823        
 Income tax                                                                                            (86)       (36)       (24)       
 Depreciation, amortisation and impairment charges                                                     184        167        1,200      
 Net loss / (profit) on disposal of businesses and fixed assets                                        24         74         (1,194)    
 Net finance costs                                                                                     20         3          29         
 Share of results of joint ventures and associates                                                     (21)       (10)       (68)       
 Share-based payment costs                                                                             16         21         26         
 Net foreign exchange adjustment                                                                       2          (6)        22         
 Pre-publication                                                                                       (22)       (43)       (57)       
 Inventories                                                                                           (39)       (34)       10         
 Trade and other receivables                                                                           36         (70)       (99)       
 Trade and other liabilities                                                                           (52)       (221)      (80)       
 Retirement benefit obligations                                                                        (99)       (37)       (57)       
 Provisions                                                                                            (9)        (4)        (13)       
 Net cash (used in) / generated from operations                                                        (266)      (275)      518        
 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS continued 
 
for the period ended 30 June 2016 
 
16.     Cash flows continued 
 
                                                                                                                              
                                                                                             2016       2015       2015       
 all figures in £ millions                                                             note  half year  half year  full year  
                                                                                                                              
                                                                                                                              
 Reconciliation of net cash (used in) / generated from operations to closing net debt        
                                                                                                                              
 Net cash (used in) /  generated from operations                                             (266)      (275)      518        
 Dividends from joint ventures and associates                                                24         39         162        
 Net purchase of PPE including finance lease principal payments                        (46)  (38)       (85)       
 Net purchase of intangible assets                                                           (67)       (59)       (160)      
 Add back: costs of major restructuring paid                                                 55         -          -          
 Add back: special pension contribution                                                      90         -          -          
 Operating cash flow                                                                         (210)      (333)      435        
 Operating tax paid                                                                          (53)       (74)       (129)      
 Net operating finance costs paid                                                            (18)       (17)       (51)       
 Operating free cash flow                                                                    (281)      (424)      255        
 Costs of major restructuring paid                                                           (55)       -          -          
 Special pension contribution (net of tax)                                                   (72)       -          -          
 Non-operating tax paid                                                                      -          -          (103)      
 Free cash flow                                                                              (408)      (424)      152        
 Dividends paid (including to non-controlling interests)                                     (277)      (277)      (423)      
 Net movement of funds from operations                                                       (685)      (701)      (271)      
 Acquisitions and disposals                                                                  40         (7)        1,395      
 Purchase of treasury shares                                                                 -          -          (23)       
 Loans repaid                                                                                27         54         7          
 New equity                                                                                  4          4          11         
 Other movements on financial instruments                                                    (3)        (9)        (1)        
 Net movement of funds                                                                       (617)      (659)      1,118      
 Exchange movements on net debt                                                              (155)      9          (133)      
 Total movement in net debt                                                                  (772)      (650)      985        
 Opening net debt                                                                            (654)      (1,639)    (1,639)    
 Closing net debt                                                                      14    (1,426)    (2,289)    (654)      
 
 
Operating cash flow and free cash flow are non-GAAP measures and have been disclosed as they are part of Pearson's
corporate and operating measures. These measures are presented in order to align the cash flows with corresponding adjusted
profit measures. 
 
Special pension contributions of £90m (£72m net of tax) in the first half of 2016 relate to the sale of the FT Group.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTScontinued 
 
for the period ended 30 June 2016 
 
17.     Contingencies 
 
There are contingent Group liabilities that arise in the normal course of business in respect of indemnities, warranties
and guarantees in relation to former subsidiaries and in respect of guarantees in relation to subsidiaries, joint ventures
and associates. In addition there are contingent liabilities of the Group in respect of legal claims, contract disputes,
royalties, copyright fees, permissions and other rights. None of these claims are expected to result in a material gain or
loss to the Group. 
 
18.     Related parties 
 
At 30 June 2016 the Group had loans to Penguin Random House (PRH) of £19m (2015 half year: £nil, 2015 full year: £47m)
which were unsecured with interest calculated based on market rates. The loans are provided under a working capital
facility and fluctuate during the year. At 30 June 2016, the Group also had a current asset receivable from PRH of £6m
(2015 half year: £12m, 2015 full year: £27m) arising from the provision of services. Service fee income from PRH for the
first 6 months of 2015 was £2m (2015 half year: £12m, 2015 full year: £16m) 
 
Apart from transactions with the Group's associates and joint ventures noted above, there were no other material related
party transactions and no guarantees have been provided to related parties in the period. 
 
19.     Events after the balance sheet date 
 
There were no significant post balance sheet events. 
 
STATEMENT OF DIRECTORS' RESPONSIBILITIES 
 
The directors confirm that these condensed consolidated financial statements have been prepared in accordance with
International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the interim
management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8 namely: 
 
· An indication of important events that have occurred during the first six months and their impact on the condensed
consolidated financial statements, and a description of the principal risks and uncertainties for the remaining six months
of the financial year; and 
 
· Material related party transactions in the first six months and any material changes in related party transactions
described in the 2015 Annual Report. 
 
The directors of Pearson plc are listed in the 2015 Annual Report. There have been no changes to the Board since the
publication of the Annual Report: 
 
A list of current directors is maintained on the Pearson plc website: www.pearson.com. 
 
By order of the Board 
 
John Fallon 
 
Chief Executive 
 
28 July 2016 
 
Coram Williams 
 
Chief Financial Officer 
 
28 July 2016 
 
INDEPENDENT REVIEW REPORT TO PEARSON PLC 
 
Report on the condensed consolidated interim financial statements 
 
Our conclusion 
 
We have reviewed Pearson plc's condensed consolidated interim financial statements (the 'interim financial statements') in
the interim results of Pearson plc for the 6 month period ended 30 June 2016. Based on our review, nothing has come to our
attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in
accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and
the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority. 
 
What we have reviewed 
 
The interim financial statements comprise: 
 
· the condensed consolidated balance sheet as at 30 June 2016; 
 
· the condensed consolidated income statement and condensed consolidated statement of comprehensive income for the period
then ended; 
 
· the condensed consolidated cash flow statement for the period then ended; 
 
· the condensed consolidated statement of changes in equity for the period then ended; and 
 
· the explanatory notes to the interim financial statements. 
 
The interim financial statements included in the interim results have been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Rules and
Transparency Rules of the United Kingdom's Financial Conduct Authority. 
 
As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the
preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union. 
 
Responsibilities for the interim financial statements and the review 
 
Our responsibilities and those of the directors 
 
The interim results, including the interim financial statements, is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the interim results in accordance with the Disclosure Rules and
Transparency Rules of the United Kingdom's Financial Conduct Authority. 
 
Our responsibility is to express a conclusion on the interim financial statements in the interim results based on our
review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying
with the Disclosure Rules and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other
purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. 
 
INDEPENDENT REVIEW REPORT TO PEARSON PLC continued 
 
What a review of condensed consolidated financial statements involves 
 
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. 
 
We have read the other information contained in the interim results and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the interim financial statements. 
 
PricewaterhouseCoopers LLP 
 
Chartered Accountants 
 
28 July 2016 
 
London 
 
a)   The maintenance and integrity of the Pearson plc website is the responsibility of the directors; the work carried out
by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for
any changes that may have occurred to the interim financial statements since they were initially presented on the website. 
 
b)   Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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