Interim Results
Experian Group Limited
21 November 2006
21 November 2006
Experian Group Limited
Interim results for the six months
ended 30 September 2006
Highlights for Experian
• Demerger and £800m equity issue successfully completed in October 2006
• Strong first half performance
• solid organic growth in all three regions
• EBIT margin increased in all four principal activities
• further contract wins by product, business and region
• acquisitions on track
• Sales from continuing activities up 17% at constant exchange rates to
$1.6bn, with 7% organic growth (total sales $1.7bn, up 14%)
• EBIT from continuing activities up 16% at constant exchange rates to
$388m, giving 21.9% margin excluding FARES (up 90bp)
• PBT of $202m
• Pro forma net debt of $1.6bn after net proceeds of equity issue
• Interim dividend of 5.5 cents per share
John Peace, Chairman of Experian, said:
'We are delighted that the demerger and equity issue were successfully completed
in October. Experian operates in many growth markets, has a global leadership
position and a clear strategy to capitalise on the opportunities available to it
around the world.'
Commenting on the performance of Experian, Don Robert, Chief Executive Officer,
said:
'Experian made good strategic and operational progress in the first half of the
year, executing well against our plans. Looking forward, while we face specific
challenges in some of our markets, we are on track for the full year and remain
confident in our ability to deliver sustainable growth for our shareholders.'
Overview of structure of financial information
On 10 October 2006, the separation of Experian Group Limited (Experian) and Home
Retail Group was completed by way of demerger. As part of the demerger, Experian
Group Limited became the ultimate holding company of GUS plc and related
subsidiaries and shares in GUS plc ceased to be listed on the London Stock
Exchange on 6 October 2006. Experian Group Limited was incorporated and
registered on 30 June 2006 under the Jersey Companies Law as a public company
limited by shares. Trading in shares in Experian on the London Stock Exchange's
market for listed securities commenced on 11 October 2006.
As a result of the demerger, there are two sets of financial information
presented in this interim results announcement. The commentary on the following
pages relates to Part One.
Part One: Unaudited financial information for Experian
In order to demonstrate the historical results of Experian, unaudited financial
information for Experian is set out in Part One. This has been prepared on a
basis consistent with the Experian information included in its prospectus dated
14 September 2006. As previously indicated, this information is presented in US
dollars.
This extracted financial information may not be representative of future
results. The historical capital structure does not reflect the future capital
structure. Future interest income and expense, certain operating expenses, tax
charges and dividends may be significantly different from those that resulted
from Experian being wholly owned by GUS plc.
Part Two: Unaudited financial information for GUS plc
To comply with listing requirements, consolidated financial information in
respect of GUS plc and its subsidiaries, including Experian and Home Retail
Group, is set out in Part Two. This financial information is reported in
sterling as that was the reporting currency of GUS plc throughout the period
presented.
The financial information included in Part Two in respect of the year ended 31
March 2006 will form the basis of the comparative information for inclusion in
the first Annual Report of Experian Group Limited which will be published in
June 2007. For the purpose of that document, the information will be
re-presented in US dollars.
See Appendix 2 for definition of non-GAAP measures used throughout this
announcement and Appendix 3 for reconciliation of sales and EBIT by geography
Enquiries
Experian
Don Robert
Chief Executive Officer 020 7495 0070
Paul Brooks
Chief Financial Officer
Fay Dodds
Director of Investor Relations
Finsbury
Rollo Head 020 7251 3801
James Wyatt-Tilby
There will be a presentation today at 10.30am to analysts and investors at the
King Edward Hall, Merrill Lynch Financial Centre, 2 King Edward Street, London,
EC1A 1HQ. The presentation can be viewed live on the Experian website at
www.experiangroup.com and can also be accessed live via a dial-in facility on 44
(0)20 8322 2180. The supporting slides and an indexed replay will also be
available on the website later in the day.
There will be a conference call to discuss the results at 3.00pm today with a
recording available later on the website. All relevant Experian announcements
are also available on www.experiangroup.com.
Experian will issue its Third Quarter Trading Update on 10 January 2007. Its
Preliminary Results for the year to 31 March 2007 will be announced on 23 May
2007.
Certain statements made in this announcement are forward looking statements.
Such statements are based on current expectations and are subject to a number of
risks and uncertainties that could cause actual events or results to differ
materially from any expected future events or results referred to in these
forward looking statements.
CHIEF EXECUTIVE'S REVIEW
Successfully completed demerger and £800m equity issue
On 11 October 2006, trading started in shares in Experian on the London Stock
Exchange, following the demerger from GUS plc. At the same time, Experian raised
£800m of new equity from existing and new shareholders, allowing it to start
life as an independent company with sufficient flexibility to fund future growth
opportunities.
Good strategic and operational progress in the first half
Experian has a clear strategy to capitalise on the growth opportunities
available to it. We aim to drive organic growth (through deeper client
relationships, geographic and vertical expansion and product innovation);
accelerate this organic growth through complementary acquisitions; and deliver
operational leverage to maintain or improve margins.
We executed well against our plans in the first half:
• each of our three regions (Americas, UK and Ireland and EMEA/Asia
Pacific) has delivered organic growth in the range of 6-8%, despite some
challenging market conditions;
• EBIT margin has increased in each of our four principal activities
(Credit Services, Decision Analytics, Marketing Solutions and Interactive);
• we have won a number of major new contracts with existing clients,
including Bank of America, BSkyB and EDF;
• we have strengthened our position outside the US and UK, with client wins
in several countries including Japan, Taiwan, China and Russia;
• we have seen further growth outside the traditional financial services
sector, especially in telecommunications and government, as well as in our
Interactive division, which connects consumers to clients over the Internet;
• we have introduced new products in response to clients' needs, including
the VantageScore in the US, insolvency scorecards in the UK and Fusion from
ClarityBlue; and
• acquisitions continue to perform well. As previously disclosed, the
acquisitions made in the three years to March 2005 together delivered
double-digit post-tax returns in the year to March 2006. Our more recent
acquisitions are together trading to plan and are on track to meet our
investment hurdle rates of a post-tax double-digit return on investment over
time.
Continued investment in business
As well as further investment through the income statement in people, products
and infrastructure, we have continued to invest through capital expenditure and
acquisition. Capital expenditure in the first half was $118m, with about $250 -
$270m expected for the full year. Of this, about $20m relates to an accelerated
technology spend on data centre consolidation in the US. Acquisition spend in
the first half was $80m. Experian has acquired credit bureaux in both Canada and
Estonia (the latter in October 2006), as well as Eiger Systems, a bank account
validation software company which complements the address validation activities
of QAS.
Interim dividend of 5.5 cents announced
The Board of Experian has confirmed that its dividend policy is to have a cover
(based on Benchmark EPS) of at least three times on an annual basis. Consistent
with this, the Board has announced an interim dividend of 5.5 cents per share.
PART ONE: UNAUDITED FINANCIAL INFORMATION FOR EXPERIAN
The following analysis refers to the unaudited financial information for the
Experian group of companies. This extracted financial information may not be
representative of future results. The historical capital structure does not
reflect the future capital structure. Future interest income and expense,
certain operating expenses, tax charges and dividends may be significantly
different from those that resulted from Experian being wholly owned by GUS plc.
Sales from continuing activities up 17% at constant exchange rates to $1.6bn, 7%
organic growth. Total sales $1.7bn
EBIT from continuing activities up 16% at constant exchange rates to $388m,
reflecting margin expansion in all four principal activities partly offset by
the anticipated decline in FARES
Benchmark PBT of $391m, distorted by the pre-demerger central costs and capital
structure and impacted by discontinuing activities. Profit before taxation of
$202m
Effective tax rate of 23.0% based on Benchmark PBT, in line with our
expectations for the full year
+------------------------------+---------------------+---------------------+
| | Sales | Profit |
+------------------------------+---------+-----------+----------+----------+
|Six months to 30 September | 2006| 2005| 2006| 2005|
| | | | | |
| | $m| $m| $m| $m|
+------------------------------+---------+-----------+----------+----------+
|Americas | 965| 813| 270| 229|
+------------------------------+---------+-----------+----------+----------+
|UK and Ireland | 401| 326| 110| 90|
+------------------------------+---------+-----------+----------+----------+
|EMEA/Asia Pacific | 271| 249| 29| 29|
+------------------------------+---------+-----------+----------+----------+
|Sub-total | 1,637| 1,388| 409| 348|
+------------------------------+---------+-----------+----------+----------+
|Central activities | -| -| (21)| (16)|
+------------------------------+---------+-----------+----------+----------+
|Continuing activities | 1,637| 1,388| 388| 332|
| | | | | |
+------------------------------+---------+-----------+----------+----------+
|Discontinuing activities1 | 37| 84| 8| 22|
+------------------------------+---------+-----------+----------+----------+
|Total | 1,674| 1,472| 396| 354|
| | | | | |
+------------------------------+---------+-----------+----------+----------+
|Net interest | (5)| 9|
+----------------------------------------------------+----------+----------+
|Benchmark PBT | 391| 363|
| | | |
+----------------------------------------------------+----------+----------+
| | | |
+----------------------------------------------------+----------+----------+
|Amortisation of acquisition intangibles | (37)| (24)|
+----------------------------------------------------+----------+----------+
|Exceptional items | (138)| -|
+----------------------------------------------------+----------+----------+
|Financing fair value remeasurements | (12)| 4|
+----------------------------------------------------+----------+----------+
|Tax expense of associates | (2)| -|
+----------------------------------------------------+----------+----------+
|Profit before taxation | 202| 343|
| | | |
+----------------------------------------------------+----------+----------+
|Taxation | (50)| (81)|
+----------------------------------------------------+----------+----------+
|Profit attributable to equity shareholders | 152| 262|
| | | |
+----------------------------------------------------+----------+----------+
|Benchmark EPS (cents) | 35.1| 33.0|
| | | |
+----------------------------------------------------+----------+----------+
|Basic EPS (cents) | 17.8| 30.8|
+----------------------------------------------------+----------+----------+
|Weighted average number of ordinary shares | 855.9m| 848.4m|
+----------------------------------------------------+----------+----------+
1 Discontinuing activities include MetaReward and UK account processing
See Appendix 1 for analysis of sales and EBIT by principal activity
See Appendix 2 for definition of non-GAAP measures
EXPERIAN AMERICAS
Sales from continuing activities up 19%; 8% organic
EBIT from continuing activities up 27% excluding FARES; up 17% including the
anticipated decline in FARES
EBIT margin excluding FARES up 180 basis points
Robust performance from Credit Services given strong comparatives and
challenging market
Organic sales growth of over 20% in Decision Analytics and Interactive
+-----------------------------+---------+---------+---------+----------+
|Six months to 30 September | 2006| 2005| Growth| Organic|
| | | | | growth|
| | $m| $m| | |
+-----------------------------+---------+---------+---------+----------+
|Sales - direct business | | | | |
| | | | | |
+-----------------------------+---------+---------+---------+----------+
|- Credit Services | 395| 379| 4%| -|
+-----------------------------+---------+---------+---------+----------+
|- Decision Analytics | 38| 30| 26%| 26%|
+-----------------------------+---------+---------+---------+----------+
|- Marketing Solutions | 173| 171| 1%| (2%)|
+-----------------------------+---------+---------+---------+----------+
|- Interactive | 359| 233| 54%| 24%|
+-----------------------------+---------+---------+---------+----------+
|Total - continuing activities| 965| 813| 19%| 8%|
| | | | | |
+-----------------------------+---------+---------+---------+----------+
|Discontinuing activities1 | 3| 43| na| |
+-----------------------------+---------+---------+---------+----------+
|Total Americas | 968| 856| 13%| |
+-----------------------------+---------+---------+---------+----------+
| | | | | |
+-----------------------------+---------+---------+---------+----------+
|EBIT | | | | |
| | | | | |
+-----------------------------+---------+---------+---------+----------+
|- Direct business | 240| 188| 27%| |
+-----------------------------+---------+---------+---------+----------+
|- FARES | 30| 41| (27%)| |
+-----------------------------+---------+---------+---------+----------+
|Total - continuing activities| 270| 229| 17%| |
| | | | | |
+-----------------------------+---------+---------+---------+----------+
|Discontinuing activities1 | (7)| 5| na| |
+-----------------------------+---------+---------+---------+----------+
|Total Americas | 263| 234| 12%| |
+-----------------------------+---------+---------+---------+----------+
| | | | | |
+-----------------------------+---------+---------+---------+----------+
|EBIT margin2 | 24.9%| 23.1%| | |
+-----------------------------+---------+---------+---------+----------+
1 Discontinuing activities include MetaReward
2 EBIT margin is for continuing direct business only and excludes FARES
Operational review
Experian Americas had another strong half year, despite some challenging markets
and strong comparatives. Management focused on delivering operating leverage to
drive profit growth.
Credit Services
Includes consumer credit and business information bureaux, Baker Hill
(commercial lending software) and automotive services
Sales in Credit Services were up 4% in total in the first half (flat
year-on-year on an organic basis), a robust performance considering the
exceptionally favourable market conditions in the first half of last year,
resulting in tough comparatives (H1 2005: +18%).
The impact of higher US interest rates coupled with the economic slowdown,
driven by softness in the housing market, continues to affect demand for new
credit from US consumers. A slowdown in sales growth of products relating to
credit origination was offset by double-digit growth in portfolio management and
collections products and continued strength in business credit. Baker Hill,
which was acquired in August 2005, continued to deliver strong double-digit
growth with further client wins including Fifth Third Bancorp and Bank of
Oklahoma. VantageScore, the new credit score jointly developed by the three US
credit bureaux, continues to win acceptance by clients. To date, about 400
clients have bought this score to test its effectiveness in predicting risk.
In September 2006, Experian acquired the Northern Credit Bureaus consumer
database in Canada. This will enable Experian, over time, to meet clients'
demands for data, building on its established Decision Analytics business in
this market.
Decision Analytics
Includes credit analytics, decision support software and fraud solutions
The performance of Decision Analytics in the first half was exceptionally
strong, with sales up 26%, as the business continued to take share in the US.
This reflects improved execution in sales and delivery and the strength of our
product suite. During the first half, Experian further expanded its relationship
with Bank of America to include many Experian analytical tools and software
solutions. These provide a common platform across all the bank's credit
products, embedding Experian in Bank of America's lending processes. The first
half benefited from one-off development work associated with this contract.
There was also good growth from recent initiatives with US credit card
processors, where Experian's account management software (ProbeSM) is now used
to process one quarter of all credit card accounts in the US. Good progress was
also made in fraud solutions, with three of the top five US retail banks now
committed to using Precise ID, our new fraud detection system.
Marketing Solutions
Includes data and data management (consumer data, list processing and data
integrity, database management and analytics), digital services (Cheetahmail)
and research services (Simmons and Vente)
Total sales in Marketing Solutions increased by 1% in the first half, with a
slight decline (-2%) on an organic basis. As anticipated, there was a low
double-digit decline in the traditional activities of consumer data, list
processing and database management as clients continued to move from direct mail
to other channels. These traditional activities accounted for well over half of
Marketing Solutions sales in the first half. Sales in Digital Services and
Research Services together delivered organic growth in excess of 20%, driven by
growth in their markets, new clients and new products. Building on Experian's
established position in the US, QAS is gaining traction (as evidenced by several
new client wins) and ClarityBlue is seeing some early success.
Interactive
Includes Consumer Direct (online credit reports, scores and monitoring services)
and lead generation businesses: LowerMyBills (mortgages), PriceGrabber
(comparison shopping), Affiliate Fuel and ClassesUSA (online education)
Sales in Interactive grew by 54% in the first half, contributing 37% of total
Americas sales from continuing activities. Organic growth was 24%, with the
balance of 30% from acquisitions (mainly PriceGrabber). Interactive continued to
benefit from consumers' increasing use of the Internet for information and
purchase decisions.
Consumer Direct continued its very strong performance as the clear leader in its
market. During the first half, it increased marketing spend, especially in
broadcast, which fuelled growth in the number of members. It also improved
retention rates by an increased focus on customer service. LowerMyBills, which
was acquired in May 2005, saw a moderation in the rate of sales growth in the
first half, held back by contraction at a major client (Ameriquest) and a more
subdued mortgage market. However, EBIT grew strongly in the period as
LowerMyBills focused on more profitable marketing spend and used Experian data
and analytics to improve the quality of leads it generates for lenders. It also
continues to increase the number of clients it works for. PriceGrabber, which
was acquired in December 2005, delivered excellent growth in the first half, due
to an increase in revenue from all traffic sources (co-brands, free or organic
search and paid search) and is well positioned to benefit from the expected
growth in online Christmas shopping.
The focus of Interactive over the last six months has been to share expertise in
order to buy and deploy advertising expenditure more effectively and convert
more visitors to leads. It is developing increasingly sophisticated tools, often
using Experian data and analytics, to optimise both the level and type of spend
on customer acquisition - an increasingly important skill as the cost of
Internet advertising continues to increase.
Financial review
Sales from continuing activities were $965m, up 19% compared to the same period
last year, with organic growth of 8%. Acquisitions, primarily in the Interactive
segment, contributed 11% to sales growth in the first half, with a low
single-digit contribution expected for the second half.
EBIT from direct businesses was $240m (2005: $188m), an increase of 27% in the
period, giving an EBIT margin of 24.9% (2005: 23.1%). The margin improvement was
broadly based across all segments, while Credit Services also benefited from the
impact of last year's affiliate credit bureau acquisitions.
EBIT from FARES, the 20%-owned real estate information associate, declined, as
anticipated, in the period to $30m, compared to $41m last year. This was
primarily due to the decline in US mortgage originations and the residual impact
of last year's corporate restructuring at FARES. The impact of falling sales on
FARES' EBIT was partly offset by further cost cutting and off-shoring of back
office functions, as well as initiatives to exit unprofitable client
relationships. These factors are expected to provide some support to profit in
the second half (H2 2005: $28m).
EXPERIAN UK AND IRELAND
Sales from continuing activities up 22%; 8% organic
EBIT from continuing activities up 19%
EBIT margin at 27.4%, slightly impacted by first time contribution from lower
margin ClarityBlue acquisition
Credit Services showed solid organic sales growth despite a challenging UK
consumer credit environment; Decision Analytics sales up 8%
Interactive sales more than trebled
+----------------------------+---------+---------+----------+----------+
|Six months to 30 September | 2006| 2005| Growth3| Organic|
| | | | | growth3|
| | $m| $m| | |
+----------------------------+---------+---------+----------+----------+
|Sales | | | | |
| | | | | |
+----------------------------+---------+---------+----------+----------+
|- Credit Services | 128| 122| 4%| 4%|
+----------------------------+---------+---------+----------+----------+
|- Decision Analytics | 105| 95| 9%| 8%|
+----------------------------+---------+---------+----------+----------+
|- Marketing Solutions | 154| 105| 46%| 3%|
+----------------------------+---------+---------+----------+----------+
|- Interactive | 14| 4| 234%| 234%|
+----------------------------+---------+---------+----------+----------+
|Total - continuing | 401| 326| 22%| 8%|
|activities | | | | |
| | | | | |
+----------------------------+---------+---------+----------+----------+
|Discontinuing activities1 | 34| 41| na| |
+----------------------------+---------+---------+----------+----------+
|Total UK and Ireland | 435| 367| 17%| |
+----------------------------+---------+---------+----------+----------+
| | | | | |
+----------------------------+---------+---------+----------+----------+
|EBIT - continuing activities| 110| 90| 19%| |
| | | | | |
+----------------------------+---------+---------+----------+----------+
|Discontinuing activities1 | 15| 17| na| |
+----------------------------+---------+---------+----------+----------+
|Total UK and Ireland | 125| 107| 14%| |
+----------------------------+---------+---------+----------+----------+
| | | | | |
+----------------------------+---------+---------+----------+----------+
|EBIT margin2 | 27.4%| 27.6%| | |
+----------------------------+---------+---------+----------+----------+
1 Discontinuing activities include UK account processing
2 EBIT margin for continuing activities only
3 Growth at constant FX rates
Operational review
Experian UK and Ireland performed well in the first half, despite a difficult
consumer credit environment. This illustrates the strength of Experian's
diversified portfolio by sector and product in this region.
Credit Services
Includes consumer credit and business information bureaux and automotive and
insurance services
The consumer credit environment in the UK remained challenging during the first
half, with a further fall in the level of gross unsecured lending to consumers,
a substantial increase in bad debt write-offs as reported by financial services
companies and a sharp rise in personal insolvencies. Against this background,
sales in Credit Services increased by 4%. As expected, financial services
clients transferred some of their spending from customer acquisition to
cross-selling to existing customers, and to portfolio and risk management. There
was also strong growth in the first half outside financial services, with market
share gains in the telecommunications sector as an example.
Decision Analytics
Includes credit analytics, decision support software and fraud solutions
Decision Analytics is more developed in the UK than in any other region, as it
has grown over the years alongside Credit Services. In the first half, sales
increased by 8% on an organic basis. Experian continues to sell new products to
existing clients - a good example is Vodafone UK which is now buying
optimisation tools. There was good take-up by clients of Experian's Consumer
Indebtedness Index, which assesses a borrower's total debt levels and predicts
the likelihood of repayment. There was also particularly strong growth from
fraud solutions, especially in authentication services sold to the public sector
and from the latest generation of the Hunter application fraud detection
product. Product innovation continued with, for example, the launch of
insolvency scorecards, which help lenders predict the likelihood of existing
customers becoming insolvent.
Marketing Solutions
Includes data and data management (consumer data, data integrity (QAS and Eiger
Systems), database management (including ClarityBlue) and analytics), digital
services (Cheetahmail) and business strategies (including Mosaic consumer
segmentation, economic forecasting and Footfall)
Total sales in Marketing Solutions were up 46%, with organic growth of 3%.
Organic growth continues to be impacted by weakness in the UK direct mail
market, although there was good growth in areas such as Cheetahmail and selling
Mosaic into the public sector.
The contribution from acquisitions was 43%, mainly ClarityBlue, a leading UK
provider of bespoke database marketing solutions, which was acquired in January
2006. There is strong momentum in ClarityBlue as it sells deeper into existing
clients such as BSkyB, wins new clients and launches new products, including
Fusion. This product combines ClarityBlue's database technology with Experian's
marketing data to enable mid-tier clients to lower the cost of customer
acquisition.
There was also a contribution from the smaller acquisitions of Footfall
(customer counting and retail information), Catalist (petrol station location
planning) and Eiger Systems, which was acquired in June 2006. Eiger Systems is a
market-leading provider of bank account validation and payment processing
software, which complements QAS. It has demonstrated good growth in the UK with
potential for international expansion.
Interactive
Comprises CreditExpert (online credit reports, scores and monitoring services
sold direct to consumers)
CreditExpert performed very well in the first half of the year, with sales more
than trebling in the period, albeit from a small base. The main driver has been
growth in the number of members - almost two million credit reports have been
delivered to CreditExpert customers since the beginning of the financial year.
CreditExpert in the UK has also continued to benefit from working closely with
the US. For example, it now has exclusive distribution arrangements with the
five major portals in the UK - relationships which have strengthened its market
leading positions in both the US and the UK.
Financial review
Total sales from continuing activities were $401m, up 22% at constant exchange
rates compared to the same period last year. Organic growth was 8%. The
contribution to sales growth from acquisitions in the first half was 14%, with a
broadly similar contribution expected in the second half.
EBIT from continuing activities was $110m, an increase of 19% at constant
exchange rates over the same period last year. The EBIT margin was 27.4% (2005:
27.6%), with the slight decline reflecting the first time inclusion of
ClarityBlue, which has margins below the average for Experian UK and Ireland.
Elsewhere, the margin expansion was broadly based in each of Credit Services,
Decision Analytics and Interactive, mainly reflecting the operating leverage
from organic sales growth.
EXPERIAN EMEA/ASIA PACIFIC
Sales up 7%; 6% organic
EBIT unchanged at $29m, reflecting higher investment in Asia Pacific and phasing
of French restructuring costs
Excellent sales growth from Decision Analytics, especially in Southern and
Eastern Europe and Asia Pacific
+-------------------------------+--------+--------+---------+---------+
|Six months to 30 September | 2006| 2005| Growth1| Organic|
| | | | | growth1|
| | $m| $m| | |
+-------------------------------+--------+--------+---------+---------+
|Sales | | | | |
| | | | | |
+-------------------------------+--------+--------+---------+---------+
|- Credit Services | 208| 200| 2%| 2%|
+-------------------------------+--------+--------+---------+---------+
|- Decision Analytics | 44| 33| 32%| 27%|
+-------------------------------+--------+--------+---------+---------+
|- Marketing Solutions | 19| 16| 14%| 3%|
+-------------------------------+--------+--------+---------+---------+
|Total | 271| 249| 7%| 6%|
| | | | | |
+-------------------------------+--------+--------+---------+---------+
| | | | | |
+-------------------------------+--------+--------+---------+---------+
|EBIT | 29| 29| -| |
| | | | | |
+-------------------------------+--------+--------+---------+---------+
| | | | | |
+-------------------------------+--------+--------+---------+---------+
|EBIT margin | 10.7%| 11.6%| | |
+-------------------------------+--------+--------+---------+---------+
1 Growth at constant FX rates
Operational review
Experian EMEA/Asia Pacific had another solid half year, reflecting the balance
in its business between the high growth areas of Southern and Eastern Europe and
Asia Pacific and the more mature markets such as France.
Credit Services
Includes consumer credit bureaux in ten countries, business information bureaux
in four countries and transaction processing mainly in France
Credit Services sales grew by 2% at constant exchange rates in the first half of
the year.
Sales in transaction processing, which account for about two thirds of Credit
Services revenues in EMEA/Asia Pacific, were marginally ahead of last year.
Cheque processing remains a mature market but Experian continues to consolidate
its processing centres to reduce costs, renew existing contracts and win new
business - now working for all top six French banks for the first time.
Elsewhere, Experian is seeing growth in its business process outsourcing
activities, with recent contract wins and renewals in the transport, utilities
and healthcare sectors, which will underpin future growth. For example, Experian
has recently signed a four year, multi-million euro contract with EDF to support
its growth with business customers as the French utilities market deregulates.
There was double-digit growth from consumer credit services in Southern and
Eastern Europe and South Africa. The acquisition of the Estonian business and
consumer credit bureaux in October 2006, although small, will enhance the
service offered to Experian's Northern European clients, many of whom are active
in Estonia.
Decision Analytics
Includes credit analytics, decision support software and fraud solutions sold in
over 60 countries around the world
In the first half of the year, sales from Decision Analytics showed excellent
growth of 32%, 27% on an organic basis, with a 5% contribution from
acquisitions. There was particular strength in Southern and Eastern Europe,
continued penetration in Asia (driven by contract wins in the financial services
sector in Japan and Taiwan and its first small contract win in China) and strong
growth in Russia. Decision Analytics continues to be used as the key way of
entering and establishing a presence in new high growth geographies, before
rolling out the full range of Experian credit and marketing services as
appropriate.
Marketing Solutions
Includes business strategies, data integrity (QAS) and other marketing services
around the world
Sales in total increased by 14% in the period, with organic growth of 3%. There
was an 11% contribution from acquisitions, principally in Business Strategies
(Footfall).
Financial review
Total sales were $271m, up 7% at constant exchange rates compared to the same
period last year. Organic growth was 6%.
EBIT was $29m, unchanged at constant exchange rates from a year ago, giving an
EBIT margin of 10.7% (2005: 11.6%). The margin decline in the first half was
attributable to restructuring costs of $3m relating to the further consolidation
of French cheque processing centres - a similar charge was incurred in the
second half of last year. Excluding these costs, margins increased slightly in
the first half, whilst funding further investment in Asia Pacific in people and
infrastructure.
OTHER ITEMS
Central activities
Following the demerger, the costs of Experian's central activities are expected
to be about $50m in a full financial year - split broadly equally between the
first and second halves of the year.
In the six months to 30 September 2006, the reported costs of central activities
were $21m (2005: $16m), including an allocation of head office costs from GUS
plc.
Net interest
At 30 September 2006, Experian had net debt of $3,036m. On a pro forma basis,
adjusting for net proceeds from the equity issue in October 2006 of $1,447m,
Experian would have had net debt of $1,589m. The pro forma net interest expense
for the second half of this financial year based on this level of pro forma net
debt is expected to be $35-40m, including the estimated six-month credit to
interest of about $8m relating to the excess of the expected return on pension
assets over the interest on pension liabilities.
In the six months to 30 September 2006, the reported net interest expense was
$5m (2005: $9m income), reflecting the pre-demerger capital structure of
Experian under GUS plc.
Amortisation of acquisition intangibles
IFRS requires that, on acquisition, specific intangible assets are identified
and recognised separately from goodwill and then amortised over their useful
economic lives. These include items such as brand names and customer lists, to
which value is first attributed at the time of acquisition. In the six months to
30 September 2006, the charge for amortisation of acquisition intangibles was
$37m (2005: $24m).
Exceptional items
+--------------------------------------+------------+------------+
|Six months to 30 September | 2006| 2005|
| | | |
| | $m| $m|
+--------------------------------------+------------+------------+
|Demerger-related costs | 110| -|
| | | |
+--------------------------------------+------------+------------+
|UK account processing closure costs | 28| -|
+--------------------------------------+------------+------------+
|Total | 138| -|
| | | |
+--------------------------------------+------------+------------+
Costs relating to GUS' demerger of Experian and Home Retail Group comprise
mainly legal and professional fees in respect of the transaction, costs in
respect of the cessation of the corporate functions of GUS plc and the charge
incurred on the early vesting of share awards.
Other exceptional items are those arising from the profit or loss on disposal of
businesses or closure costs of material business units. All other restructuring
costs have been charged against EBIT in the segments in which they are incurred.
In April 2006, Experian announced the phased withdrawal from large scale credit
card and loan account processing in the UK. As previously disclosed, the costs
of withdrawal of approximately $28m have been charged in the six months to 30
September 2006.
Financing fair value remeasurements
An element of Experian's derivatives is ineligible for hedge accounting. Gains
or losses on such elements arising from market movements are charged or credited
to the income statement. In the six months to 30 September 2006, this amounted
to a charge of $12m (2005: $4m credit).
Taxation
In the six months to 30 September 2006, the effective rate of tax on Benchmark
PBT, defined as the total tax expense adjusted for the tax impact of
non-Benchmark items divided by Benchmark PBT of $391m, was 23.0%. Experian
expects the effective rate of tax on Benchmark PBT to be about 23% for the
current financial year.
Earnings per share
Following the demerger and equity issue completed earlier in October, Experian
now has approximately 1,021m ordinary shares in issue. The number of shares to
be used for the purposes of calculating basic earnings per share will be 1,010m.
In the six months to 30 September, Benchmark EPS was 35.1 cents and basic EPS
was 17.8 cents. This was calculated on a weighted average number of shares of
855.9m, reflecting the GUS capital structure during that period.
Foreign exchange
The £/$ exchange rate moved from an average of $1.82 in the six months to
September 2005 to $1.84 in 2006. The €/$ exchange rate moved from an average of
€1.24 in the six months to September 2005 to €1.27 in 2006. This increased
reported sales by $19m in the first half and EBIT by $4m.
The closing £/$ exchange rate at 30 September 2006 was $1.87 (2005: $1.76), and
the €/$ exchange rate at 30 September 2006 was €1.27 (2005: €1.20).
APPENDIX
1. Sales and EBIT by principal activity
+-----------------------------+---------+---------+----------+----------+
|Six months to 30 September | 2006| 2005| Total| Organic|
| | | | growth4| growth4|
| | $m| $m| | |
+-----------------------------+---------+---------+----------+----------+
|Sales | | | | |
| | | | | |
+-----------------------------+---------+---------+----------+----------+
|- Credit Services | 731| 701| 4%| 2%|
+-----------------------------+---------+---------+----------+----------+
|- Decision Analytics | 187| 158| 17%| 16%|
+-----------------------------+---------+---------+----------+----------+
|- Marketing Solutions | 346| 292| 18%| -|
+-----------------------------+---------+---------+----------+----------+
|- Interactive | 373| 237| 57%| 27%|
+-----------------------------+---------+---------+----------+----------+
|Total - continuing activities| 1,637| 1,388| 17%| 7%|
| | | | | |
+-----------------------------+---------+---------+----------+----------+
|Discontinuing activities1 | 37| 84| na| |
+-----------------------------+---------+---------+----------+----------+
|Total | 1,674| 1,472| 13%| |
+-----------------------------+---------+---------+----------+----------+
| | | | | |
| | | | | |
+-----------------------------+---------+---------+----------+----------+
|EBIT | | | | |
| | | | | |
+-----------------------------+---------+---------+----------+----------+
|- Credit Services - direct | 198| 182| 8%| |
|business | | | | |
+-----------------------------+---------+---------+----------+----------+
|- FARES | 30| 41| (27%)| |
| | | | | |
+-----------------------------+---------+---------+----------+----------+
|- Total Credit Services | 228| 223| 2%| |
+-----------------------------+---------+---------+----------+----------+
|- Decision Analytics | 69| 52| 31%| |
+-----------------------------+---------+---------+----------+----------+
|- Marketing Solutions | 30| 22| 29%| |
+-----------------------------+---------+---------+----------+----------+
|- Interactive | 82| 51| 59%| |
+-----------------------------+---------+---------+----------+----------+
|- Central activities | (21)| (16)| na| |
+-----------------------------+---------+---------+----------+----------+
|Total - continuing activities| 388| 332| 16%| |
| | | | | |
+-----------------------------+---------+---------+----------+----------+
|Discontinuing activities1 | 8| 22| na| |
+-----------------------------+---------+---------+----------+----------+
|Total | 396| 354| 11%| |
+-----------------------------+---------+---------+----------+----------+
| | | | | |
+-----------------------------+---------+---------+----------+----------+
|EBIT margin2 | | | | |
+-----------------------------+---------+---------+----------+----------+
|- Credit Services - direct | 27.1%| 26.0%| | |
|business | | | | |
+-----------------------------+---------+---------+----------+----------+
|- Decision Analytics | 36.9%| 32.9%| | |
+-----------------------------+---------+---------+----------+----------+
|- Marketing Solutions | 8.7%| 7.5%| | |
+-----------------------------+---------+---------+----------+----------+
|- Interactive | 22.0%| 21.5%| | |
+-----------------------------+---------+---------+----------+----------+
|Total EBIT margin3 | 21.9%| 21.0%| | |
+-----------------------------+---------+---------+----------+----------+
1 Discontinuing activities include MetaReward and UK account processing
2 EBIT margin is for continuing direct business only and excludes FARES
3 Total EBIT margin for continuing direct business only and after central
activities
4 Growth at constant FX rates
2. Use of non-GAAP financial information
Experian has identified certain measures that it believes will assist
understanding of the performance of the business. This approach is largely
comparable with that previously used by GUS plc, but as the measures are not
defined under IFRS they may not be directly comparable with other companies'
adjusted measures. The non-GAAP measures are not intended to be a substitute
for, or superior to, any IFRS measures of performance but management have
included them as these are considered to be important comparables and key
measures used within the business for assessing performance.
The following are the key non-GAAP measures identified by Experian:
Benchmark profit before tax (Benchmark PBT): Benchmark PBT is defined as profit
before amortisation of acquisition intangibles, goodwill impairments, charges in
respect of the demerger-related equity incentive plans, exceptional items,
financing fair value remeasurements and taxation. It includes Experian's share
of pre-tax profits of associates.
Earnings before interest and tax (EBIT): EBIT is defined as profit before
amortisation of acquisition intangibles, goodwill impairments, charges in
respect of the demerger-related equity incentive plans, exceptional items, net
financing costs, financing fair value remeasurements and taxation. It includes
Experian's share of pre-tax profits of associates.
Exceptional items: The separate reporting of non-recurring items gives an
indication of Experian's underlying performance. Exceptional items are those
arising from the profit or loss on disposal of businesses or closure costs of
material business units. All other restructuring costs have been charged against
EBIT in the segments in which they are incurred.
Discontinuing activities: Experian defines discontinuing activities as
businesses sold, closed or identified for closure during a financial year. These
are treated as discontinuing activities for both sales and EBIT purposes. Prior
periods, where shown, are restated to exclude the results on discontinuing
activities. This financial measure differs from the definition of discontinued
operations set out in IFRS 5 (Non-current assets held for sale and discontinued
operations). Under IFRS 5, a discontinued operation is: (i) a separate major
line of business or geographical area of operations; (ii) part of a single plan
to dispose of a major line of business or geographical area of operations; or
(iii) a subsidiary acquired exclusively with a view to resale.
Continuing activities: Businesses trading at 30 September 2006 that have not
been disclosed as discontinuing activities are treated as continuing activities.
Organic growth: This is the year-on-year change in continuing activities sales,
at constant exchange rates, excluding acquisitions (other than affiliate credit
bureaux) until the first anniversary date of consolidation.
Direct business: Direct business refers to Experian's business exclusive of
financial results of FARES.
Roundings
Certain financial data has been rounded within this announcement. As a result of
this rounding, the totals of data presented may vary slightly from the actual
arithmetic totals of such data.
3. Reconciliation of sales and EBIT by geography
+-----------+-------------------------------+-------------------------------+
|Six months | 2006 | 2005 |
|to 30 | | |
|September | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
| |Continuing|Dis-continuing|Total|Continuing|Dis-continuing|Total|
| |activities| activities| |activities| activities| |
+-----------+----------+--------------+-----+----------+--------------+-----+
| | $m| $m| $m| $m| $m| $m|
| | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|Sales | | | | | | |
| | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|Americas | 965| 3| 968| 813| 43| 856|
+-----------+----------+--------------+-----+----------+--------------+-----+
|UK and | 401| 34| 435| 326| 41| 367|
|Ireland | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|EMEA/Asia | | | | | | |
|Pacific | | | | | | |
| | 271| -| 271| 249| -| 249|
+-----------+----------+--------------+-----+----------+--------------+-----+
|Total sales| 1,637| 37|1,674| 1,388| 84|1,472|
| | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
| | | | | | | |
| | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|EBIT | | | | | | |
| | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|Americas - | | | | | | |
|direct | | | | | | |
|business | 240| (7)| 233| 188| 5| 193|
+-----------+----------+--------------+-----+----------+--------------+-----+
|FARES | 30| | 30| 41| | 41|
| | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|Total | 270| (7)| 263| 229| 5| 234|
|Americas | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|UK and | 110| 15| 125| 90| 17| 107|
|Ireland | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|EMEA/Asia | | | | | | |
|Pacific | | | | | | |
| | 29| | 29| 29| | 29|
+-----------+----------+--------------+-----+----------+--------------+-----+
|Central | | | | | | |
|activities | | | | | | |
| | (21)| | (21)| (16)| | (16)|
+-----------+----------+--------------+-----+----------+--------------+-----+
|Total EBIT | 388| 8| 396| 332| 22| 354|
| | | | | | | |
+-----------+----------+--------------+-----+----------+--------------+-----+
|Net interest | (5)| | | 9|
+-------------------------------------+-----+----------+--------------+-----+
|Benchmark PBT | 391| | | 363|
| | | | | |
+-------------------------------------+-----+----------+--------------+-----+
|Amortisation of acquisition | (37)| | | (24)|
|intangibles | | | | |
+-------------------------------------+-----+----------+--------------+-----+
|Exceptional items |(138)| | | -|
+-------------------------------------+-----+----------+--------------+-----+
|Financing fair value remeasurements | (12)| | | 4|
+-------------------------------------+-----+----------+--------------+-----+
|Tax expense of associates | (2)| | | -|
+-------------------------------------+-----+----------+--------------+-----+
|Profit before tax | 202| | | 343|
+-------------------------------------+-----+----------+--------------+-----+
EXPERIAN GROUP LIMITED
UNAUDITED COMBINED INCOME STATEMENT
for the six months ended 30 September 2006
Six months to 30 September Year to 31 March
2006 2005 2006
Notes US$m US$m US$m
Continuing operations:
Revenue 3 1,674 1,472 3,084
Cost of sales (817) (707) (1,527)
Gross profit 857 765 1,557
Net operating expenses (666) (475) (971)
Operating profit 191 290 586
Interest income 119 123 220
Interest expense (124) (114) (232)
Financing fair value (12) 4 (2)
remeasurements
Net financing (costs)/income (17) 13 (14)
Share of post-tax profits of 28 40 66
associates
Profit before tax 3 202 343 638
Tax expense 6 (50) (81) (118)
Profit after tax and for the 152 262 520
financial period
Attributable to:
Equity shareholders 152 262 520
Profit after tax and for the 152 262 520
financial period
Earnings per share 7 cents cents cents
- Basic 17.8 30.8 61.2
- Diluted 17.6 30.2 60.1
The financial information within this document may not be representative of
future results. The historical capital structure does not reflect the future
capital structure. Future interest income and expense, certain operating
expenses, tax charges and dividends may be significantly different from those
that resulted from being wholly owned by GUS plc.
Non-GAAP measures
Reconciliation of profit before tax to Benchmark PBT
Six months to 30 September Year to 31 March
2006 2005 2006
Notes US$m US$m US$m
Profit before tax 3 202 343 638
exclude: exceptional items 5 138 - 7
exclude: amortisation of 5 37 24 66
acquisition intangibles
exclude: financing fair value 5 12 (4) 2
remeasurements
exclude: tax expense on share of 3 2 - 2
profits of associates
Benchmark PBT 3 391 363 715
Benchmark earnings per share 7 cents cents cents
- Basic 35.1 33.0 68.0
- Diluted 34.8 32.4 66.8
Dividend per Experian Group
Limited
Ordinary share (announced) 8 5.5
* The amount absorbed by this first dividend of Experian Group Limited is US$56m.
UNAUDITED COMBINED BALANCE SHEET
at 30 September 2006
30 September 31 March
2006 2005 2006
US$m US$m US$m
Assets
Non-current assets
Goodwill 2,166 1,455 2,070
Other intangible assets 820 633 818
Property, plant and equipment 481 454 459
Investment in associates 238 215 225
Deferred tax assets 378 365 351
Trade and other receivables 9 5 14
Other financial assets 60 83 145
4,152 3,210 4,082
Current assets
Inventories 5 2 3
Trade and other receivables 784 2,824 3,239
Current tax assets 169 131 157
Other financial assets 18 21 6
Cash and cash equivalents 526 122 157
1,502 3,100 3,562
Total assets 5,654 6,310 7,644
Liabilities
Non-current liabilities
Trade and other payables (49) (101) (96)
Loans and borrowings (1,208) (2,519) (3,213)
Deferred tax liabilities (251) (184) (233)
Retirement benefit obligations (28) (33) (22)
Provisions (30) - -
Other financial liabilities (2) (3) (14)
(1,568) (2,840) (3,578)
Current liabilities
Trade and other payables (965) (2,158) (2,766)
Loans and borrowings (2,402) (799) (300)
Other financial liabilities (22) (31) (36)
Current tax liabilities (406) (272) (364)
(3,795) (3,260) (3,466)
Total liabilities (5,363) (6,100) (7,044)
Net assets 291 210 600
Equity
Invested capital 291 210 600
UNAUDITED COMBINED STATEMENT OF RECOGNISED INCOME AND EXPENSE
for the six months ended 30 September 2006
Six months to 30 September Year to 31
March
2006 2005 2006
US$m USS$m US$m
Net income recognised directly in equity
Net investment hedge 102 11 (16)
Fair value losses in the period (1) - (2)
Actuarial (losses)/gains in respect of
defined benefit pension schemes (17) 23 29
Currency translation differences (41) 10 (4)
Tax charge in respect of items taken (11) (11) (7)
directly to equity
Net income recognised directly in equity 32 33 -
Profit for the financial period 152 262 520
Total income recognised in the period 184 295 520
Total income recognised in the period
attributable to:
Equity shareholders 184 295 520
Total income recognised in the period 184 295 520
Cumulative adjustment for the
implementation of IAS 39*
Attributable to equity shareholders - 8 8
Total - 8 8
* IAS 39 was adopted on 1 April 2005.
UNAUDITED COMBINED CASH FLOW STATEMENT
for the six months ended 30 September 2006
Six months to 30 September Year to 31
March
2006 2005 2006
US$m US$m US$m
Cash generated from operations (note 11) 397 354 874
Interest paid (84) (91) (193)
Interest received 85 96 170
Dividends received from associates 22 30 48
Tax paid (56) (11) (32)
Net cash inflow from operating activities 364 378 867
Cash flows from investing activities
Purchase of property, plant and equipment (44) (28) (62)
Purchase of intangible assets (74) (68) (150)
Purchase of other financial assets and
investments in associates (8) (12) (41)
Acquisition of subsidiaries, net of cash
acquired (80) (625) (1,420)
Net cash flows used in investing
activities (206) (733) (1,673)
Cash flows from financing activities
Purchase of GUS plc shares - (60) (65)
Issue of GUS plc shares 54 29 52
Sale of GUS plc shares 5 - 36
New borrowings 655 311 647
Repayment of borrowings (1,420) - (63)
Capital element of finance lease rental (2) (2) (2)
payments
Net receipts from derivatives held to
manage currency profile 21 - 13
Equity dividends paid to GUS plc
shareholders (346) (368) (508)
Net dividends received from other
GUS group companies 13 11 21
Net proceeds on disposal of other
GUS group companies 258 255 415
Funding received from/(paid to) other
GUS group companies 434 (134) (57)
Net (increase)/decrease in equity in other
GUS group companies (253) 38 93
Net cash flows (used in)/generated from
financing activities (581) 80 582
Exchange and other movements 91 (1) (20)
Net decrease in cash and cash equivalents (332) (276) (244)
Movement in cash and cash equivalents
Cash and cash equivalents at 1 April (89) 155 155
Net decrease in cash and cash equivalents (332) (276) (244)
Cash and cash equivalents at the end of
the financial period (421) (121) (89)
Non-GAAP measures
Reconciliation of net decrease in cash and Six months to 30 September Year to 31
cash equivalents to movement in net debt March
2006 2005 2006
US$m US$m US$m
Net debt at 1 April (3,277) (2,654) (2,654)
Net decrease in cash and cash equivalents (332) (276) (244)
Decrease/(increase) in debt 767 (309) (582)
Exchange and other movements (194) 132 203
Net debt at the end of the financial period (3,036) (3,107) (3,277)
(note 9)
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
1. Basis of preparation
This Combined Financial Information presents the financial record for the six
months ended 30 September 2006, the six months ended 30 September 2005 and the
year ended 31 March 2006 of those businesses held by Experian Group Limited at
the date of admission of the shares of Experian Group Limited to the London
Stock Exchange. The Combined Financial Information therefore comprises an
aggregation of amounts included in the financial statements of Experian
entities, GUS plc and certain other GUS entities (together the 'Experian
Companies'). It excludes those businesses which have been sold and have been
demerged by GUS plc (principally Home Retail Group, Burberry and Lewis Group
(together the 'other GUS group companies')). The financial information shown for
the year ended 31 March 2006 does not constitute full financial statements
within the meaning of section 240 of the Companies Act 1985.
During the period, the Experian Companies did not form a separate legal group
and therefore it is not meaningful to show share capital or an analysis of
reserves for the Experian Companies within the Combined Financial Information.
The net assets of the Experian Companies are represented by the cumulative
investment in the Experian Companies (shown as 'Invested capital').
The following summarises the accounting and other principles applied in
preparing the Combined Financial Information:
•The Combined Financial Information has been prepared in accordance
with the Listing Rules of the Financial Services Authority. There have been no
new International Financial Reporting Standards ('IFRS') adopted since 1 April
2006 and accordingly the information has been prepared on a consistent basis
with that reported for the year ended 31 March 2006 within the Prospectus of
Experian Group Limited dated 14 September. A summary of significant accounting
policies can be found on pages 91 to 97 of that Prospectus, a copy of which can
be obtained from the corporate website, www.experiangroup.com. Experian has
chosen not to adopt IAS 34 'Interim financial statements', in preparing its 30
September 2006 interim report and, accordingly, this Combined Financial
Information is not in compliance with IFRS.
•Subsidiary undertakings and associates acquired or disposed of by
the Experian Companies during the period presented have been included in the
Combined Financial Information from and up to the date control was passed.
•All cash and other movements in capital amounts, being shares issued
or cancelled and dividends paid, in respect of GUS plc have been reflected in
the cash flow and reconciliation of movements in invested capital.
•Any funding of other GUS group companies during the period of the
Combined Financial Information which comprises equity holdings and quasi-equity
loans has been treated as part of invested capital. All changes in such funding
are shown as movements in invested capital under 'net (increase)/decrease in
equity in other GUS group companies'.
•Debt finance utilised by GUS plc to fund the Experian Companies and
the other GUS group companies and trading balances with other GUS group
companies are included within the Combined Financial Information.
•Dividends paid to and received from other GUS group companies are
shown as movements in invested capital under 'net dividends received from other
GUS group companies'.
•Transactions and balances between entities included within the
Combined Financial Information have been eliminated.
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
1. Basis of preparation (continued)
•GUS plc had not historically recharged corporate head office costs
comprising administration, management and other services including, but not
limited to, management information, accounting and financial reporting,
treasury, taxation, cash management, employee benefit administration, payroll
and professional services to any of its underlying businesses. However, for the
purposes of the preparation of the Combined Financial Information an allocation
has been made of the amounts of shared corporate head office costs between the
Experian Companies and Home Retail Group, based on an estimate of the usage of
the services. These costs were affected by the arrangements that existed in the
GUS plc Group and are not necessarily representative of the position that may
prevail in the future.
•Tax charges in the Combined Financial Information have been
determined based on the tax charges recorded by the Experian Companies in their
financial information as well as certain adjustments made for GUS plc Group
consolidation purposes. The tax charges recorded in the combined income
statement have been affected by the taxation arrangements within the GUS plc
Group and are not necessarily representative of the tax charges that would have
been reported had the Experian Companies been an independent group. They are not
necessarily representative of the tax charges that may arise in the future.
•Interest income and expense recorded in the combined income
statement have been affected by the financing arrangements within the GUS plc
Group and are not necessarily representative of the interest income and expense
that would have been reported had the Experian Companies been an independent
group. They are not necessarily representative of the interest income and
expense that may arise in the future. The rate of interest applying to funding
balances within the Combined Financial Information has been determined by GUS
plc.
•Financial information in respect of those businesses included within
the Combined Financial Information has historically been reported in sterling,
as this was the dominant functional currency of the GUS plc Group when it
included other GUS group companies. As a result of the sale or demerger of those
entities, the relative importance to the Combined Financial Information of the
Americas reporting segment, whose principal functional currency is the US
Dollar, has increased. Accordingly, the Experian Companies converted from a
reporting currency of Sterling to the US Dollar, being the most representative
currency of its operations. The Combined Financial Information has been
presented in US Dollars as though this has been the reporting currency of the
Experian Companies throughout that period. The principal exchange rates used in
preparing the Combined Financial Information were as follows:
Average Closing
Year to 31
Six months to 30 September March 30 September 31 March
2006 2005 2006 2006 2005 2006
Sterling to US
Dollar 1.84 1.82 1.79 1.87 1.76 1.74
Euro to US
Dollar 1.27 1.24 1.22 1.27 1.20 1.22
Assets and liabilities of overseas undertakings are translated into US dollars
at the rates of exchange ruling at the balance sheet date and the income
statement is translated into US dollars at average rates of exchange.
•The Combined Financial Information has been prepared on a going
concern basis and under the historical cost convention, modified by the
revaluation of certain fixed assets and financial instruments.
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
1. Basis of preparation (continued)
The preparation of the Combined Financial Information requires management to
make estimates and assumptions that affect the reported amount of revenues,
expenses, assets and liabilities and the disclosure of contingent liabilities.
If in the future such estimates and assumptions, which are based on management's
best judgment at the date of the Combined Financial Information, deviate from
actual circumstances, the original estimates and assumptions will be modified as
appropriate in the period in which the circumstances change.
2. Use of non-GAAP measures
Experian Group Limited has identified certain measures that it believes will
assist understanding of the performance of the business. The measures are not
defined under IFRS and they may not be directly comparable with other companies'
adjusted measures. The non-GAAP measures are not intended to be a substitute
for, or superior to, any IFRS measures of performance but management has
included them as they consider them to be important comparables and key measures
used within the business for assessing performance.
The following are the key non-GAAP measures identified by Experian Group
Limited:
Benchmark Profit Before Tax (''Benchmark PBT'')
Benchmark PBT is defined as profit before amortisation of acquisition
intangibles, goodwill impairments, charges in respect of the demerger-related
equity incentive plans, exceptional items, financing fair value remeasurements
and taxation. It includes the Experian Companies' share of associates' pre-tax
profit.
Earnings Before Interest and Tax (''EBIT'')
EBIT is defined as profit before amortisation of acquisition intangibles,
goodwill impairments, charges in respect of the demerger-related equity
incentive plans, exceptional items, net interest income/(expense), financing
fair value remeasurements and taxation. It includes the Experian Companies'
share of associates' pre-tax profit.
Benchmark Earnings Per Share ('Benchmark EPS')
Benchmark EPS represents Benchmark PBT less attributable taxation and minority
interests divided by the weighted average number of shares in issue, and is
disclosed to indicate the underlying profitability of the Experian Companies.
Exceptional items
The separate reporting of non-recurring exceptional items gives an indication of
the Experian Companies' underlying performance. Exceptional items are those
arising from the profit or loss on disposal of businesses or closure costs of
material business units. All other restructuring costs are charged against EBIT
in the segments in which they are incurred.
Net debt
Net debt is calculated as total debt less cash and cash equivalents. Total debt
includes loans and borrowings (and the fair value of derivatives hedging loans
and borrowings), overdrafts and obligations under finance leases. Interest
payable on borrowings is excluded from net debt.
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
3. Segmental information - geographical segments
Six months ended 30 September 2006
EMEA/
UK & Asia Central
Americas Ireland Pacific activities Total
US$m US$m US$m US$m US$m
Revenue1 968 435 271 - 1,674
Profit
EBIT2 263 125 29 (21) 396
Net interest expense - - - (5) (5)
Benchmark PBT 263 125 29 (26) 391
Exceptional items (note 5) - (28) - (110) (138)
Amortisation of acquisition
intangibles (note 5) (21) (13) (3) - (37)
Financing fair value remeasurements
(note 5) - - - (12) (12)
Tax expense on share of profit
associates (2) - - - (2)
Profit before tax 240 84 26 (148) 202
Tax expense (note 6) (50)
Profit for the financial period 152
Six months ended 30 September 2005
EMEA/
UK & Asia Central
Americas Ireland Pacific activities Total
US$m US$m US$m US$m US$m
Revenue1 856 367 249 - 1,472
Profit
EBIT2 234 107 29 (16) 354
Net interest income - - - 9 9
Benchmark PBT 234 107 29 (7) 363
Amortisation of acquisition
intangibles (note 5) (18) (6) - - (24)
Financing fair value remeasurement (note 5) - - - 4 4
Profit before tax 216 101 29 (3) 343
Tax expense (note 6) (81)
Profit for the financial period 262
1 Revenue arose principally from the provision of services.
2 A reconciliation between the segmental result of Experian presented in Note
B to the interim financial statements of GUS plc and EBIT of Experian Group
Limited as presented above is shown in note 16. Costs included within Central
activities represent corporate head office costs which include costs arising
from finance, treasury and other global functions.
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
3. Segmental information - geographical segments (continued)
Year ended 31 March 2006
UK & EMEA/ Central
Americas Ireland Asia activities Total
US$m US$m Pacific US$m US$m
US$m
Revenue1 1,804 758 522 - 3,084
Profit
EBIT2 479 215 64 (31) 727
Net interest expense - - - (12) (12)
Benchmark PBT 479 215 64 (43) 715
Exceptional items (note 5) - - - (7) (7)
Amortisation of acquisition (46) (18) (2) - (66)
intangibles (note 5)
Financing fair value remeasurements - - - (2) (2)
(note 5)
Tax expense on share of profit (2) - - - (2)
associates
Profit before tax 431 197 62 (52) 638
Tax expense (note 6) (118)
Profit for the financial period 520
1 Revenue arose principally from the provision of services.
2 A reconciliation between the segmental result of Experian presented in Note
B to the interim financial statements of GUS plc and EBIT of Experian Group
Limited as presented above is shown in note 16. Costs included within Central
activities represent corporate head office costs which include costs arising
from finance, treasury and other global functions.
4. Segmental information - business segments
Six months ended 30 September 2006
Credit Decision Marketing Central
Services Analytics Solutions Interactive activities Total
US$m US$m US$m US$m US$m US$m
Revenue 765 187 346 376 - 1,674
Profit
EBIT 243 69 30 75 (21) 396
Net interest expense - - - - (5) (5)
Benchmark PBT 243 69 30 75 (26) 391
Exceptional items (28) - - - (110) (138)
(note 5)
Amortisation of (9) - (13) (15) - (37)
acquisition
intangibles (note 5)
Financing fair value - - - - (12) (12)
remeasurements
(note 5)
Tax expense on share (2) - - - - (2)
of profit of
associates
Profit before tax 204 69 17 60 (148) 202
Tax expense (note 6) (50)
Profit for the 152
financial period
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
4. Segmental information - business segments (continued)
Six months ended 30 September 2005
Credit Decision Marketing Central
Services Analytics Solutions Interactive activities Total
US$m US$m US$m US$m US$m US$m
Revenue 745 158 292 277 - 1,472
Profit
EBIT 240 52 22 56 (16) 354
Net interest income - - - - 9 9
Benchmark PBT 240 52 22 56 (7) 363
Amortisation of acquisition (10) - (7) (7) - (24)
intangibles (note 5)
Financing fair value - - - - 4 4
remeasurements (note 5)
Profit before tax 230 52 15 49 (3) 343
Tax expense (note 6) (81)
Profit for the financial period 262
Year ended 31 March 2006
Credit Decision Marketing Central
Services Analytics Solutions Interactive activities Total
US$m US$m US$m US$m US$m US$m
Revenue 1,504 325 627 628 - 3,084
Profit
EBIT 477 102 57 122 (31) 727
Net interest expense - - - - (12) (12)
Benchmark PBT 477 102 57 122 (43) 715
Exceptional items (note 5) - - - - (7) (7)
Amortisation of acquisition (14) - (16) (36) - (66)
intangibles (note 5)
Financing fair value remeasurements - - - - (2) (2)
(note 5)
Tax expense on share of profit of (2) - - - - (2)
associates
Profit before tax 461 102 41 86 (52) 638
Tax expense (note 6) (118)
Profit for the financial period 520
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
5. Exceptional and other non-GAAP measures
Six months to 30 September Year to 31
March
2006 2005 2006
US$m US$m US$m
Exceptional items
Charge on early vesting of share awards at
demerger of Home Retail Group and Experian 15 - -
Other costs incurred relating to the demerger
of Home Retail Group and Experian 108 - 7
Waiver of loan to Home Retail Group (13) - -
Costs incurred in the closure of UK Account 28 - -
Processing
Total exceptional items 138 - 7
Other non-GAAP measures
Amortisation of acquisition intangibles 37 24 66
Charge/(credit) in respect of financing
fair value remeasurements 12 (4) 2
Total other non-GAAP measures 49 20 68
Exceptional items
Other costs incurred relating to the demerger of Home Retail Group and Experian
comprise legal and professional fees in respect of the transaction, together
with costs in connection with the cessation of the corporate functions of GUS
plc. As part of the demerger process, a loan due to Home Retail Group of US$13m
was waived.
On 27 April 2006, Experian announced its phased withdrawal from large scale
credit card and loan account processing in the UK. The full cost of withdrawal
of US$28m, all of which will be cash, has been charged in the six months ended
30 September 2006.
Other non-GAAP measures
IFRS requires that, on acquisition, specific intangible assets are identified
and recognised separately from goodwill and then amortised over their useful
economic lives. These include items such as brand names and customer lists, to
which value is first attributed at the time of acquisition. As permitted by
IFRS, acquisitions prior to 1 April 2004 have not been restated. Experian has
excluded amortisation of these acquisition intangibles from its definition of
Benchmark PBT because such a charge is based on uncertain judgements about their
value and economic life.
An element of Experian's derivatives is ineligible for hedge accounting. Gains
or losses on such elements arising from market movements are credited or charged
within financing fair value remeasurements in the combined income statement.
6. Taxation
The effective rate of tax based on the profit before tax for the six months
ended 30 September 2006 of US$202m (2005: US$343m) is 24.8% (2005: 23.6%).The
effective rate of tax based on Benchmark PBT, defined as the total tax expense,
adjusted for the tax impact of non-Benchmark items, divided by Benchmark PBT of
US$391m (2005: US$363m), is 23.0% (2005: 22.7%).
The tax expense comprises:
Six months to 30 September Year to 31
March
2006 2005 2006
US$m US$m US$m
UK taxation 15 48 50
Non-UK taxation 35 33 68
Total tax expense 50 81 118
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
7. Basic and diluted earnings per share
The calculation of basic earnings per share is calculated by dividing the
earnings attributable to ordinary shareholders by the weighted average number of
GUS plc Ordinary shares in issue during the period (excluding own shares held in
Treasury and in the ESOP trust, which are treated as cancelled).
The weighted average number of Ordinary shares in issue used in calculations has
been adjusted to take account of issues, repurchases and cancellations of GUS
plc Ordinary shares, including the effect of a share consolidation that took
place in December 2005 following the Burberry dividend in specie.
The calculation of diluted earnings per share reflects the potential dilutive
effect of employee share incentive schemes under the existing GUS plc
arrangements and does not take account of the new arrangements put in place as
part of the demerger of Home Retail Group and Experian, or the new issue of
shares by Experian Group Limited.
Six months to 30 September Year to 31
March
2006 2005 2006
cents cents cents
Basic earnings per share 17.8 30.8 61.2
Add back of exceptional and other non-GAAP measures, 17.3 2.2 6.8
net of tax
Benchmark earnings per share 35.1 33.0 68.0
Diluted earnings per share 17.6 30.2 60.1
Add back of exceptional and other non-GAAP measures, 17.2 2.2 6.7
net of tax
Benchmark diluted earnings per share 34.8 32.4 66.8
Six months to 30 September Year to 31
March
2006 2005 2006
£m £m £m
Earnings 152 262 520
Add back of exceptional and other non-GAAP measures, 148 18 58
net of tax
Benchmark earnings 300 280 578
Six months to 30 September Year to 31
March
2006 2005 2006
m m m
Number of shares in issue during the period 855.9 848.4 849.8
Dilutive effect of share incentive awards 8.3 15.1 15.0
Diluted number of shares in issue during the 864.2 863.5 864.8
period
8. Dividend
An interim dividend of 5.5 US cents per Experian Group Limited Ordinary share
has been announced (but not provided) and will be paid on 2 February 2007 to
shareholders on the register of members at the close of business on 5 January
2007. Unless shareholders elect to receive US dollars by 5 January 2007, their
dividends will be paid in sterling at a rate per share calculated on the basis
of the exchange rate from US dollars to sterling on 12 January 2007.
Pursuant to the Income Access Share arrangements put in place as part of the
demerger, shareholders in Experian Group Limited are able to elect to receive
their dividends from a UK source (the 'IAS election'). Shareholders who held
50,000 or fewer shares on the demerger or new shareholders who have acquired
shares since the demerger and have a total holding of less than 50,000 shares at
the close of business on 5 January 2007, are deemed to have made an IAS election
unless they elect otherwise in writing by 5 January 2007. Shareholders who hold
more than 50,000 shares and who wish to receive their dividends from a UK source
must make an IAS election in writing by 5 January 2007. All elections and deemed
elections remain in force indefinitely unless revoked.
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
9. Analysis of net debt
30 September 31 March
2006 2005 2006
US$m US$m US$m
Overdrafts net of cash and cash equivalents (421) (121) (89)
Derivatives hedging loans and borrowings 5 89 79
Debt due within one year (1,418) (551) (50)
Finance leases (3) (5) (6)
Debt due after more than one year (1,199) (2,519) (3,211)
Net debt at the end of the financial period (3,036) (3,107) (3,277)
10. Reconciliation of movement in invested capital
Six months to 30 September Year to 31
March
2006 2005 2006
US$m US$m US$m
Opening invested capital 600 (2) (2)
Cumulative adjustment for the - 8 8
implementation of IAS 39*
Profit for the financial period 152 262 520
Equity dividends paid to GUS plc (346) (368) (508)
shareholders
Net dividends received from other GUS group 13 11 21
companies
Net income recognised directly in equity
for the financial period 32 33 -
Reduction in minority interests share of - (2) -
net assets
Net proceeds on disposal of other GUS group - 255 415
companies
Disposal/(purchase) of GUS plc shares 5 (60) (29)
Employee share option schemes:
- value of employee services 34 6 30
- proceeds from shares issued 54 29 52
Net (increase)/decrease in equity in
other GUS group companies (253) 38 93
Closing invested capital 291 210 600
* IAS 39 was adopted on 1 April 2005.
11. Cash generated from operations
Six months to 30 September Year to 31
March
2006 2005 2006
US$m US$m US$m
Cash flows from operating activities
Profit after tax 152 262 520
Adjustments for:
Tax expense 50 81 118
Share of post-tax profits of associates (28) (40) (66)
Net financing costs/(income) 17 (13) 14
Operating profit 191 290 586
Depreciation and amortisation 146 124 270
Credit in respect of share incentive 34 6 30
schemes
Exceptional items included in working 90 - 7
capital
Change in working capital (64) (66) (19)
Cash generated from operations 397 354 874
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
12. Post-employment benefits
Following changes introduced by the Finance Act 2004 which took effect from 6
April 2006 (A-Day), the GUS Pension Scheme, being the principal defined benefit
pension scheme operated by the Experian Companies, has implemented revised terms
for members exchanging pension at retirement date for a tax-free lump sum. With
less than six months of experience since A-Day, insufficient time has elapsed as
at 30 September 2006 to reliably estimate the changes in the commutation
behaviour of pension scheme members in the longer term. Accordingly, no effect
of this change has been recognised in the Combined Financial Information.
13. Related parties
Experian companies made net sales and recharges, under normal commercial terms
and conditions that would be available to third parties, to First American Real
Estate Solutions LLC (an associated undertaking) of US$15m in the six months
ended 30 September 2006 (2005: US$11m) and US$21m in the year ended 31 March
2006. There were no other material transactions with related parties.
14. Post balance sheet events
On 10 October 2006, Experian Group Limited became the ultimate holding company
of GUS plc and the separation of Home Retail Group and Experian by way of
demerger was completed. Shares in GUS plc ceased to be listed as part of the
demerger process. Trading in shares in Experian Group Limited on the London
Stock Exchange's market for listed securities commenced on 11 October 2006.
Experian Group Limited also raised US$1,447m (£778m) by way of a share offer on
that day.
15. Corporate information
Experian Group Limited is incorporated and registered in Jersey under the Jersey
Companies Law as a public company limited by shares.
16. Reconciliation of segmental information - income statement
Reconciliations between the key information of the Experian segment presented in
Note B to the interim financial statements of GUS plc and the segmental
information shown in note 3 are set out below.
+--------------------------------------+------+---------------------------+---------------+
| | |Six months to 30 September | Year to 31|
| | | | March|
+--------------------------------------+------+-------------+-------------+---------------+
| | | 2006| 2005| 2006|
| | | | | |
|a) Revenue |Notes | m| m| m|
+--------------------------------------+------+-------------+-------------+---------------+
|Experian segment - total revenue | B | £908| £808| £1,725|
+--------------------------------------+------+-------------+-------------+---------------+
| | | | | |
+--------------------------------------+------+-------------+-------------+---------------+
|Translated into US$ at the average | 3 | $1,674| $1,472| $3,084|
|exchange rate | | | | |
+--------------------------------------+------+-------------+-------------+---------------+
| | | | | |
+--------------------------------------+------+-------------+-------------+---------------+
| | | | | |
| | | | | |
|b) Segmental result to EBIT |Notes | | | |
+--------------------------------------+------+-------------+-------------+---------------+
|Experian segmental result | B | £186| £187| £380|
+--------------------------------------+------+-------------+-------------+---------------+
| | | | | |
+--------------------------------------+------+-------------+-------------+---------------+
|Translated into US$ at the average | | $343| $341| $680|
|exchange rate | | | | |
+--------------------------------------+------+-------------+-------------+---------------+
|Exceptional item - Costs incurred in | | | | |
|the closure of Experian UK Account | | | | |
|Processing | 5 | $28| -| -|
+--------------------------------------+------+-------------+-------------+---------------+
|Amortisation of acquisition | 5 | $37| $24| $66|
|intangibles | | | | |
+--------------------------------------+------+-------------+-------------+---------------+
|GUS central activities1 | | $(12)| $(11)| $(19)|
+--------------------------------------+------+-------------+-------------+---------------+
| | | | | |
+--------------------------------------+------+-------------+-------------+---------------+
|Total EBIT | 3 | $396| $354| $727|
+--------------------------------------+------+-------------+-------------+---------------+
| |
| |
|1For the purposes of preparation of the Combined Financial Information an allocation has |
|been made of the amounts of shared corporate head office costs between Experian Companies|
|and Home Retail Group, based on estimated usage of the services. |
+-----------------------------------------------------------------------------------------+
UNAUDITED NOTES TO THE COMBINED FINANCIAL INFORMATION
for the six months ended 30 September 2006
17. Reconciliation from GUS plc to Experian Group Limited - balance sheet
A reconciliation between the consolidated balance sheet of GUS plc and its
subsidiary undertaking (the 'GUS Group') and the combined balance sheet of the
Experian Companies at 30 September 2006 is set out below.
GUS Group Home Retail Experian Experian
at Group at Companies at Companies at
30 September 30 September 30 September 30 September
2006 2006 Adjustments 2006 2006
(Note a) (Note b) (Note c)
£m £m £m £m US$m
Assets
Non-current assets
Goodwill 3,036 (1,879) - 1,157 2,166
Other intangible assets 521 (83) - 438 820
Property, plant and 943 (686) - 257 481
equipment
Investment in associates 128 (1) - 127 238
Deferred tax assets 311 (109) - 202 378
Retirement benefit 7 (22) 15 - -
assets
Trade and other 30 (25) - 5 9
receivables
Other financial assets 45 (13) - 32 60
5,021 (2,818) 15 2,218 4,152
Current assets
Inventories 935 (933) - 2 5
Trade and other 913 (508) 15 420 784
receivables
Current tax assets 97 (7) - 90 169
Other financial assets 9 - - 9 18
Cash and cash 545 (264) - 281 526
equivalents
2,499 (1,712) 15 802 1,502
Total assets 7,520 (4,530) 30 3,020 5,654
Liabilities
Non-current liabilities
Trade and other payables (60) 34 - (26) (49)
Loans and borrowings (875) 229 - (646) (1,208)
Deferred tax liabilities (201) 67 - (134) (251)
Retirement benefit - - (15) (15) (28)
obligations
Provisions (16) - - (16) (30)
Other financial (1) - - (1) (2)
liabilities
(1,153) 330 (15) (838) (1,568)
Current liabilities
Trade and other payables (1,605) 1,104 (15) (516) (965)
Loans and borrowings (1,283) - - (1,283) (2,402)
Provisions (93) 93 - - -
Other financial (21) 10 - (11) (22)
liabilities
Current tax liabilities (262) 45 - (217) (406)
(3,264) 1,252 (15) (2,027) (3,795)
Total liabilities (4,417) 1,582 (30) (2,865) (5,363)
Net assets 3,103 (2,948) - 155 291
Notes
a) As reported in the interim financial statements of GUS plc.
b) Following the demerger, financial information in respect of Home Retail Group
is separately reported by that company. The information above has been
extracted, without material adjustment, from Home Retail Group's interim
Combined Financial Information for the six months ended 30 September 2006.
c) Adjustments comprise (i) the reclassification of certain inter-company
receivables and payables between Home Retail Group and Experian Companies and
(ii) the reclassification of pension balances.
PART TWO: GUS plc
The following analysis refers to financial information in respect of GUS plc and
its subsidiaries, including Home Retail Group and Experian.
Financial review
Total GUS revenue from continuing operations was £3,722m in the six months to 30
September 2006, compared to £3,420m in the same period last year. Profit before
tax was £176m in the period, compared to £269m last year. There was an
exceptional charge of £91m in the six months to 30 September 2006 (2005: nil) in
respect of costs relating to the demerger (£76m) and costs incurred by Experian
in the closure of its UK account processing business (£15m).
Home Retail Group
Home Retail Group's revenue in the six months to 30 September 2006 was £2,820m
(2005: £2,618m). This comprised Argos revenue of £1,794m (2005: £1,609m),
Homebase revenue of £979m (2005: £966m) and Financial Services revenue of £47m
(2005: £43m). Home Retail Group's profit before tax was £117m (2005: £115m).
Further details on the results of Home Retail Group can be found within its
interim announcement, issued on 21 November 2006.
Experian
Experian's revenue in the six months to 30 September 2006 was £902m (2005:
£802m). Experian's profit before tax was £185m (2005: £187m) with the profit
before tax for the six months to 30 September 2006 stated after their
exceptional charge of £15m. Further information on Experian's results is
detailed in Part One of these financial results.
Demerger
On 10 October 2006, Experian Group Limited became the ultimate holding company
of GUS plc and the separation of Home Retail Group and Experian by way of
demerger was completed. Shares in GUS plc ceased to be listed as part of the
demerger process. Trading in shares in Home Retail Group plc and Experian Group
Limited on the London Stock Exchange's market for listed securities commenced on
11 October 2006. Experian Group Limited also raised US$1,447m (£778m) by way of
a share offer on that day.
UNAUDITED GROUP INCOME STATEMENT
for the six months ended 30 September 2006
Six months to 30 September Year to 31 March
2006 2005 2006
(Restated) (Restated)
(Note A) (Note A)
Notes £m £m £m
Continuing operations:
Revenue B 3,722 3,420 7,262
Cost of sales (2,288) (2,100) (4,529)
Gross profit 1,434 1,320 2,733
Net operating expenses C (1,240) (1,056) (2,079)
Operating profit 194 264 654
Interest income 45 53 98
Interest expense (71) (69) (137)
Financing fair value (7) (1) (3)
remeasurements
Net financing costs (33) (17) (42)
Share of post-tax profits of 15 22 37
associates
Profit before tax B 176 269 649
Group tax expense D (52) (74) (165)
Profit after tax and for the
financial period from
continuing operations 124 195 484
Discontinued operations:
(Loss)/profit for the financial
period from discontinued
operations F (8) 102 111
Profit after tax and for the
financial period 116 297 595
Profit attributable to:
Equity shareholders in GUS 116 276 569
plc
Minority interests - 21 26
Profit after tax and for the
financial period 116 297 595
Dividend for the period H - 82 284
Earnings per share G
- Basic 13.6p 28.0 p 60.2p
- Diluted 13.4p 27.6 p 59.2p
Dividend per GUS plc
Ordinary share (declared and
proposed) H - 9.6p 31.5p
UNAUDITED GROUP BALANCE SHEET
At 30 September 2006
30 September 31 March
2006 2005 2006
(Restated)
(Note A)
£m £m £m
Assets
Non-current assets
Goodwill 3,036 2,822 3,068
Other intangible assets 521 429 532
Property, plant and equipment 943 1,093 959
Investment in associates 128 127 129
Deferred tax assets 311 337 314
Retirement benefit assets 7 - 18
Trade and other receivables 30 86 51
Other financial assets 45 61 91
5,021 4,955 5,162
Current assets
Inventories 935 1,015 883
Trade and other receivables 913 1,130 1,051
Current tax assets 97 74 119
Other financial assets 9 25 6
Cash and cash equivalents 545 309 221
2,499 2,553 2,280
Assets of discontinued operations classified as - 281 -
held for sale
Total assets 7,520 7,789 7,442
Liabilities
Non-current liabilities
Trade and other payables (60) (138) (83)
Loans and borrowings (875) (1,653) (2,067)
Deferred tax liabilities (201) (172) (201)
Retirement benefit obligations - (102) -
Provisions (16) - -
Other financial liabilities (1) (1) (8)
(1,153) (2,066) (2,359)
Current liabilities
Trade and other payables (1,605) (1,552) (1,391)
Loans and borrowings (1,283) (455) (174)
Provisions (93) (87) (89)
Other financial liabilities (21) (21) (21)
Current tax liabilities (262) (247) (276)
(3,264) (2,362) (1,951)
Liabilities of discontinued operations classified - (59) -
as held for sale
Total liabilities (4,417) (4,487) (4,310)
Net assets 3,103 3,302 3,132
Shareholders' equity
Share capital 255 255 256
Share premium 125 84 97
Other reserves (189) (263) (240)
Retained earnings 2,911 3,059 3,018
Total shareholders' equity 3,102 3,135 3,131
Minority interest in equity 1 167 1
Total equity 3,103 3,302 3,132
UNAUDITED GROUP STATEMENT OF RECOGNISED INCOME AND EXPENSE
for the six months ended 30 September 2006
Six months to 30 September Year to 31
March
2006 2005 2006
(Restated)
(Note A)
£m £m £m
Net (expense)/income recognised directly in equity
Cash flow hedges (5) 4 (2)
Net investment hedge 55 5 (9)
Fair value (losses)/gains in the period (1) (3) 2
Actuarial (losses)/gains in respect of
defined benefit pension schemes (14) (8) 7
Currency translation differences (42) 2 14
Recycled cumulative exchange loss in respect of - 3 3
divestments
Tax (charge)/credit in respect of items taken (9) 1 5
directly to equity
Net (expense)/income recognised directly in equity (16) 4 20
Profit for the financial period 116 297 595
Total income recognised in the period 100 301 615
Total income recognised in the period attributable to:
Equity shareholders in GUS plc 100 280 586
Minority interest - 21 29
Total income recognised in the period 100 301 615
Cumulative adjustment for the implementation of
IAS 39*
Attributable to equity shareholders in GUS plc - 10 10
Attributable to minority interests - 2 2
Total - 12 12
* IAS 39 was adopted on 1 April 2005.
UNAUDITED GROUP CASH FLOW STATEMENT
for the six months ended 30 September 2006
Six months to 30 September Year to 31
March
2006 2005 2006
(Restated) (Restated)
(Note A) (Note A)
£m £m £m
Continuing operations:
Cash generated from operations (note K) 592 464 923
Interest paid (37) (22) (63)
Interest received 13 10 30
Dividends received from associates 12 17 27
Tax paid (63) (36) (108)
Net cash inflow from operating activities 517 433 809
Continuing operations:
Cash flows from investing activities
Purchase of property, plant and equipment (85) (153) (261)
Sale of property, plant and equipment 2 2 6
Purchase of intangible assets (70) (46) (112)
Sale of intangible assets - 1 2
Purchase of other financial assets and investment (4) (7) (28)
in associates
Acquisition of subsidiaries, net of cash (43) (384) (819)
acquired
Disposal of subsidiaries 140 127 360
Net cash flows used in investing activities (60) (460) (852)
Continuing operations:
Cash flows from financing activities
Purchase of treasury and ESOP shares - (33) (36)
Issue of Ordinary shares 29 16 29
Sale of own shares 3 - 20
New borrowings 348 237 340
Repayment of borrowings (770) - (35)
Capital element of finance lease rental (2) (2) (3)
payments
Net receipts from derivatives held to manage 29 - 14
currency profile
Equity dividends paid (188) (202) (284)
Net cash flows used in financing activities (551) 16 45
Exchange and other movements 53 (3) (8)
Net decrease in cash and cash equivalents -
continuing operations (41) (14) (6)
Net decrease in cash and cash equivalents -
discontinued operations - (74) (173)
Net decrease in cash and cash equivalents (41) (88) (179)
Movement in cash and cash equivalents from
continuing operations
Cash and cash equivalents at 1 April - 80 84 84
continuing operations
Net decrease in cash and cash equivalents (41) (14) (6)
Exchange and other movements - - 2
Cash and cash equivalents at the end of the
financial period - continuing operations 39 70 80
Non-GAAP measures Six months to 30 September Year to 31 March
Reconciliation of net decrease in cash and cash 2006 2005 2006
equivalents to movement in net debt £m £m £m
Net debt at 1 April - as reported (1,974) (1,427) (1,427)
Cash and cash equivalents at 1 April - - (173) (173)
discontinued operations
Other financial assets at 1 April - - (31) (31)
discontinued operations
Net debt at 1 April - continuing operations (1,974) (1,631) (1,631)
Net decrease in cash and cash equivalents (41) (14) (6)
Decrease/(increase) in debt 424 (235) (302)
Exchange and other movements 12 11 (35)
Net debt at the end of the financial period (1,579) (1,869) (1,974)
(note I)
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
A. Basis of preparation
The interim financial statements of GUS plc and its subsidiary undertakings (the
'GUS Group') have been prepared in accordance with the Listing Rules of the
Financial Services Authority. There have been no new International Financial
Reporting Standards ('IFRS') adopted since 1 April 2006 and accordingly the
information has been prepared on a consistent basis with that reported for the
year ended 31 March 2006. The GUS Group has chosen not to adopt IAS 34, 'Interim
financial statements', in preparing its 30 September 2006 interim financial
statements and, accordingly, these interim financial statements are not in
compliance with IFRS.
The GUS Group interim financial statements comprise the results for the six
months ended 30 September 2006 and 30 September 2005 and the year ended 31 March
2006. The results for the six months ended 30 September 2005 have been extracted
from the GUS Group's interim report for that period, and have been adjusted to
reflect the reclassification of Burberry as a discontinued operation. This
change was also reflected in the GUS Group's financial statements for the year
ended 31 March 2006. In addition, as also indicated therein, some further
adjustments were made as a result of clearer IFRS interpretation becoming
available. The comparative figures for the six months ended 30 September 2005
have been restated accordingly and the effect of these changes is shown below.
GUS Group income statement
Six months ended 30 September 2005
Operating Profit Profit for the
profit before tax financial
period
Notes £m £m £m
As reported on 17 November 2005 341 348 298
Further adjustments:
Reclassification of Burberry (note F) (76) (78) -
Adjustment for depreciation on store (i)
impairment charges 4 4 4
Adjustment for further amortisation of (ii) (4) (4) (4)
acquisition intangibles
Adjustment for guaranteed rental (iii) (1) (1) (1)
uplifts
As restated 264 269 297
GUS Group balance sheet Net assets
30 September 2005
Notes £m
As reported on 17 November 2005 3,376
Further adjustments:
Adjustment for store impairment (i) (20)
charges, net of depreciation
Adjustment for onerous leases (i) (14)
Adjustment for amortisation of (ii) (12)
acquisition intangibles
Adjustment for guaranteed rental (iii) (2)
uplifts
Adjustment for recognition of taxation (iv) (26)
liabilities
As restated 3,302
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
A. Basis of preparation (continued)
Notes:
(i) Store impairment charges and onerous leases
It had been the policy of Home Retail Group to use a geographic clustering
approach when looking at whether store assets should be impaired, but emerging
practice required impairment reviews to be performed on a store by store basis.
As a result of this change, there was an impairment charge at Homebase of £36m,
relating to the balance sheet at 31 March 2004 on transition to IFRS. There was
no impairment charge in the year ended 31 March 2005. The Homebase store
impairment charge has been determined on a store by store basis by comparing the
carrying value of property, plant and equipment with the net present value of
their future cash flows. The store impairment charge also triggered the
recognition of an onerous lease provision of £14m at 31 March 2005.
(ii) £8m of acquisition intangibles have been reclassified from goodwill
and these intangibles are now amortised with £4m charged to the Group income
statement.
(iii) The results for the year ended 31 March 2005 were also adjusted as
a result of clearer guidance on the accounting treatment of 'Guaranteed Rental
Uplifts' payable on certain leased premises. Such uplifts are now recognised on
a straight line basis over the length of the lease. The effect was to reduce the
retained earnings reserve and net assets by £2m at 30 September 2005. There was
a £1m charge to the income statement for the six months ended 30 September 2005.
(iv) The tax adjustments relate to the recognition of taxation liabilities
on earlier acquisitions.
In the financial statements for the year ended 31 March 2006, the GUS Group
separately reported provisions which comprised certain liabilities of Home
Retail Group. These are also separately reported at 30 September 2006 with the
comparative figures at 30 September 2005 restated accordingly. As a consequence,
trade and other payables of £87m, which were reported within current liabilities
at 30 September 2005, are now reported separately as provisions.
Comparative figures for the six months ended 30 September 2005 and the year
ended 31 March 2006 have also been restated to be consistent with the treatment
adopted in preparing the historical financial information for the GUS demerger
circular. There has been a reallocation of costs between cost of sales and
operating expenses to reflect the policies adopted therein. In addition the
classification of derivatives in the balance sheet at 30 September 2005 and in
the cash flow statements for the six months ended 30 September 2005 and the year
ended 31 March 2006 has been revised.
The results for the year ended 31 March 2006 have been extracted from the GUS
Group's statutory financial statements for that year. Those financial statements
incorporated the results of GUS plc and its subsidiary undertakings for the
financial year ended 31 March 2006 with the exception of Homebase where the GUS
Group included its results for the financial year to the end of February. This
was done to facilitate comparability to avoid distortions related to the timing
of Easter. The financial information shown for the year ended 31 March 2006 does
not constitute full financial statements within the meaning of section 240 of
the Companies Act 1985. The full financial statements for that year have been
reported on by the GUS Group's auditors and delivered to the Registrar of
Companies. The audit report was unqualified and did not contain a statement
under section 237(2) or section 237(3) of the Companies Act 1985.
In October 2006, Experian Group Limited became the ultimate holding company of
GUS plc and the separation of Home Retail Group and Experian by way of demerger
was completed. Accordingly, in the Annual Report and Financial Statements of
Experian Group Limited for the year ending 31 March 2007, Home Retail Group will
be reported as a discontinued operation. Home Retail Group has been treated as a
continuing operation for the six months ended 30 September 2006.
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
A. Basis of preparation (continued)
The preparation of interim financial statements requires management to make
estimates and assumptions that affect the reported amount of revenues, expenses,
assets and liabilities and the disclosure of contingent liabilities. If in the
future such estimates and assumptions, which are based on management's best
judgment at the date of the interim financial statements, deviate from actual
circumstances, the original estimates and assumptions will be modified as
appropriate in the period in which the circumstances change.
The GUS Group interim financial statements are unaudited but have been reviewed
by the auditors. Their report is set out on page 49.
B. Segmental information (primary segments)
Six months ended 30 September 2006
Continuing operations
Home
Retail
Financial Group Central Total Discontinued Total
Argos Homebase Services Total Experian activities continuing operations Group
£m £m £m £m £m £m £m £m £m
Revenue
Total revenue 1,794 979 47 2,820 908 - 3,728 - 3,728
Inter-segment - - - - (6) - (6) - (6)
revenue1
Revenue from
external
customers 1,794 979 47 2,820 902 - 3,722 - 3,722
Profit
Operating profit 72 41 4 117 170 (93) 194 - 194
Group share of
associates'
profit before tax - - - - 16 - 16 - 16
Segmental result 72 41 4 117 186 (93) 210 - 210
Net interest - - - - - (26) (26) - (26)
Financing fair
value
remeasurements - - - - - (7) (7) - (7)
Tax expense on
share of profit
of associates - - - - (1) - (1) - (1)
Profit before tax 72 41 4 117 185 (126) 176 - 176
Group tax expense (52) (8) (60)
Profit for the 124 (8) 116
financial period
Six months ended 30 September 2005
Continuing operations
Home
Retail
Financial Group Central Total Discontinued Total
Argos Homebase Services Total Experian activities continuing operations Group
£m £m £m £m £m £m £m £m £m
Revenue
Total revenue 1,609 966 43 2,618 808 - 3,426 486 3,912
Inter-segment - - - - (6) - (6) - (6)
revenue1
Revenue from
external
customers 1,609 966 43 2,618 802 - 3,420 486 3,906
Profit
Operating profit 59 52 4 115 165 (16) 264 130 394
Group share of
associates'
profit before tax - - - - 22 - 22 - 22
Segmental result 59 52 4 115 187 (16) 286 130 416
Net interest - - - - - (16) (16) 2 (14)
Financing fair
value
remeasurements - - - - - (1) (1) - (1)
Profit before tax 59 52 4 115 187 (33) 269 132 401
Group tax expense (74) (30) (104)
Profit for the 195 102 297
financial period
1 Inter-segment revenue represents the provision of services between Experian
and Financial Services.
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
B. Segmental information (primary segments) (continued)
As indicated in note A, the segmental information for the six months ended 30
September 2005 has been restated. Discontinued operations comprise the
businesses Burberry, Lewis and Wehkamp which were all individual segments.
Additional information on these segments is shown in note F.
Year ended 31 March 2006
Continuing operations
Home
Retail
Financial Group Central Total Discontinued Total
Argos Homebase Services Total Experian activities continuing operations Group
£m £m £m £m £m £m £m £m £m
Revenue
Total revenue 3,893 1,562 93 5,548 1,725 - 7,273 653 7,926
Inter-segment - - - - (11) - (11) - (11)
revenue1
Revenue from
external
customers 3,893 1,562 93 5,548 1,714 - 7,262 653 7,915
Profit
Operating profit 296 39 6 341 342 (29) 654 141 795
Group share of
associates'
profit before - - - - 38 - 38 - 38
tax
Segmental result 296 39 6 341 380 (29) 692 141 833
Net interest - - - - - (39) (39) 3 (36)
Financing fair - - - - - (3) (3) - (3)
value
remeasurements
Tax expense on - - - - (1) - (1) - (1)
share of profit
of associates
Profit before 296 39 6 341 379 (71) 649 144 793
tax
Group tax (165) (33) (198)
expense
Profit for the 484 111 595
financial period
1 Inter-segment revenue represents the provision of services between Experian
and Financial Services.
2 The Homebase results are for the year ended 28 February 2006.
Discontinued operations comprise the businesses Burberry, Lewis and Wehkamp
which were all individual segments. Additional information on these segments is
shown in note F.
C. Exceptional items
Six months to 30 Year to 31
September March
2006 2005 2006
£m £m £m
Charge on early vesting of share awards at
demerger of Home Retail Group and Experian 13 - -
Other costs incurred relating to the demerger of
Home Retail Group and Experian 63 - 4
Costs incurred in the closure of UK Account 15 - -
Processing
Total exceptional items 91 - 4
Other costs incurred relating to the demerger of Home Retail Group and Experian
comprise legal and professional fees in respect of the transaction, together
with costs in connection with the cessation of the corporate functions of GUS
plc.
On 27 April 2006, Experian announced its phased withdrawal from large scale
credit card and loan account processing in the UK. The full cost of withdrawal
of £15m, all of which is cash, has been charged in the six months ended 30
September 2006.
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
D. Taxation
The effective rate of tax based on the profit before tax for the six months
ended 30 September 2006 of £176m (2005: £269m) is 29.5% (2005: 27.5%).
The tax expense comprises:
Six months to 30 September Year to 31
March
2006 2005 2006
£m £m £m
UK taxation 32 56 126
Non-UK taxation 20 18 39
Total tax expense 52 74 165
E. Foreign currency
The principal exchange rates used were as follows:
Average Closing
Six months to 30 September Year to 31 30 September 31 March
March
2006 2005 2006 2006 2005 2006
US Dollar 1.84 1.82 1.79 1.87 1.76 1.74
Euro 1.46 1.47 1.46 1.48 1.47 1.44
Assets and liabilities of overseas undertakings are translated into sterling at
the rates of exchange ruling at the balance sheet date and the income statement
is translated into sterling at average rates of exchange.
F. Discontinued operations
(i) The results for discontinued operations were as follows:
Six months to 30 September Year to 31
March
2006 2005 2006
£m £m £m
Revenue:
Burberry - 355 472
Wehkamp - 111 161
Lewis Group - 20 20
- 486 653
EBIT:
Burberry - 76 94
Wehkamp - 13 20
Lewis Group - 5 5
Total EBIT - 94 119
Net interest income - 2 3
Profit before tax of discontinued operations - 96 122
Tax charge in respect of pre-tax profit - (30) (33)
Profit after tax of discontinued operations - 66 89
Gains/(losses) on disposal of discontinued
operations:
Gain on Burberry shares - - 10
Costs incurred relating to the demerger of - - (5)
Burberry
Loss on disposal of Wehkamp - - (19)
Profit on disposal of Lewis Group - 36 36
Gains on disposals - 36 22
Tax charge in respect of disposals (8) - -
(Loss)/profit after tax on disposals (8) 36 22
(Loss)/profit for the financial period from
discontinued operations (8) 102 111
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
F. Discontinued operations (continued)
In the six months ended 30 September 2006, there was a tax charge in respect of
taxation assets no longer recoverable following earlier disposals. In addition
the GUS Group received the deferred consideration in respect of the disposal of
the home shopping and Reality businesses of £140m.
On 19 May 2005, the GUS Group announced the sale of its remaining 50% interest
in Lewis Group Limited and on 13 December 2005 divested its remaining 65%
interest in Burberry Group plc. On 19 January 2006, the GUS Group sold Wehkamp,
the leading home shopping brand in the Netherlands. As a result, these
operations have been reclassified as discontinued.
(ii) The cash flows attributable to discontinued operations comprise:
Six months to 30 September Year to 31 March
2006 2005 2006
£m £m £m
From operating activities - (32) (43)
From investing activities - (38) (122)
From financing activities - (7) (8)
Exchange and other movements - 3 -
Net decrease in cash and cash equivalents
in discontinued operations - (74) (173)
G. Basic and diluted earnings per share
The calculation of basic earnings per share is calculated by dividing the
earnings attributable to ordinary shareholders of GUS plc by the weighted
average number of Ordinary shares in issue during the period (excluding own
shares held in Treasury and in the ESOP trust, which are treated as cancelled).
The calculation of diluted earnings per share reflects the potential dilutive
effect of employee share incentive schemes. The earnings figures used in the
calculations are unchanged for diluted earnings per share.
During the prior year the GUS Group demerged its remaining interest in Burberry.
This was followed by a share consolidation which reduced the number of GUS plc
Ordinary shares in issue to 849m. As a result of the share consolidation the
earnings per share numbers are comparable.
Six months to 30 September Year to 31 March
2006 2005 2006
Basic earnings per share: pence pence pence
Continuing operations 14.5 19.8 51.2
Discontinued operations (0.9) 8.2 9.0
Continuing and discontinued operations 13.6 28.0 60.2
Diluted earnings per share:
Continuing operations 14.3 19.5 50.4
Discontinued operations (0.9) 8.1 8.8
Continuing and discontinued operations 13.4 27.6 59.2
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
G. Basic and diluted earnings per share (continued)
Six months to 30 September Year to 31
March
2006 2005 2006
Earnings: £m £m £m
Continuing operations 124 195 484
Discontinued operations (8) 81 85
Continuing and discontinued operations 116 276 569
Six months to 30 September Year to 31
March
2006 2005 2006
Number of shares in issue: m m m
Number of shares in issue during the period 855.9 986.5 946.7
Dilutive effect of share incentive awards 8.3 15.1 15.0
Diluted number of shares in issue during the 864.2 1,001.6 961.7
period
H. Dividends
+----------------------------+----------------------------------------+--+------------------+
| | Six months to 30 September | | Year to 31 March |
+----------------------------+----------+---------+---------+---------+--+---------+--------+
| | 2006| 2006| 2005| 2005| | 2006| 2006|
| | pence| | pence| | | pence| |
| | per share| £m|per share| £m| |per share| £m|
+----------------------------+----------+---------+---------+---------+--+---------+--------+
|Amounts recognised as | | | | | | | |
|distributions to equity | | | | | | | |
|holders during the period: | | | | | | | |
+----------------------------+----------+---------+---------+---------+--+---------+--------+
|Interim | -| -| -| -| | 9.6| 82|
+----------------------------+----------+---------+---------+---------+--+---------+--------+
|Final | 21.9| 188| 20.5| 202| | 20.5| 202|
+----------------------------+----------+---------+---------+---------+--+---------+--------+
|Ordinary dividends paid on | | | | | | | |
|equity shares | 21.9| 188| 20.5| 202| | 30.1| 284|
+----------------------------+----------+---------+---------+---------+--+---------+--------+
These dividends have been recognised and paid as dividends to GUS plc
shareholders. No dividend has been declared in respect of the six months ended
30 September 2006.
I. Analysis of net debt
30 September 31 March
2006 2005 2006
£m £m £m
Cash and cash equivalents (net of overdrafts) 39 171 80
Derivatives hedging loans and borrowings 4 31 46
Debt due within one year (757) (312) (29)
Finance leases (2) (5) (5)
Debt due after more than one year (863) (1,653) (2,066)
Net debt at the end of the financial period (1,579) (1,768) (1,974)
Continuing operations (1,579) (1,869) (1,974)
Discontinued operations - 101 -
Net debt at the end of the financial period (1,579) (1,768) (1,974)
Net debt is a non-GAAP measure and is calculated as total debt less cash and
cash equivalents. Total debt includes loans and borrowings (and the fair value
of derivatives hedging loans and borrowings), overdrafts and obligations under
finance leases. Interest payable on borrowings is excluded from net debt.
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
J. Reconciliation of movements in equity
Six months to 30 September Year to 31
March
2006 2005 2006
(Restated)
(Note A)
£m £m £m
Total equity at 1 April 3,132 3,311 3,311
Cumulative adjustment for the implementation - 12 12
of IAS 39*
Balance at 1 April, as restated 3,132 3,323 3,323
Profit for the financial period 116 297 595
Net (loss)/income recognised directly in
equity for the financial period (16) 4 20
Employee share option schemes:
- value of employee services 27 12 35
- proceeds from shares issued 29 16 30
Decrease in minority interests arising due to
corporate transactions - (108) (277)
Disposal/(purchase) of ESOP shares 3 (33) (16)
Equity dividends paid during the period (188) (202) (284)
Dividend in specie relating to the demerger
of Burberry Group plc - - (287)
Dividends paid to minority shareholders - (7) (7)
Total equity at the end of the financial 3,103 3,302 3,132
period
* IAS 39 was adopted on 1 April 2005.
K. Cash generated from operations
Six months to 30 September Year to 31
March
2006 2005 2006
(Restated) (Restated)
(Note A) (Note A)
£m £m £m
Cash flows from operating activities
Profit after tax 124 195 484
Adjustments for:
Group tax expense 52 74 165
Share of post-tax profits of associates (15) (22) (37)
Net financing costs 33 17 42
Operating profit 194 264 654
Depreciation and amortisation 156 137 295
Gain on disposal of fixed assets and - 1 -
non-cash charges
Credit in respect of share incentive schemes 26 12 30
Exceptional items included in working 49 - 4
capital
Change in working capital 167 50 (60)
Cash generated from operations 592 464 923
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2006
L. Post-employment benefits
Following changes introduced by the Finance Act 2004 which took effect from 6
April 2006 (A-Day), the principal defined benefit pension schemes operated by
the GUS Group (the GUS Pension Scheme and the Argos Pension Scheme) have
implemented revised terms for members exchanging pension at retirement date for
a tax-free lump sum. With less than six months of experience since A-Day,
insufficient time has elapsed as at 30 September 2006 to reliably estimate the
changes in the commutation behaviour of pension scheme members in the longer
term. Accordingly, no effect of this change has been recognised in the interim
financial statements.
M. Related parties
Experian companies made net sales and recharges, under normal commercial terms
and conditions that would be available to third parties, to First American Real
Estate Solutions LLC (an associated undertaking) of £8m in the six months ended
30 September 2006 (2005: £6m) and £12m in the year ended 31 March 2006. There
were no other material transactions with related parties.
N. Post balance sheet events
On 10 October 2006, Experian Group Limited became the ultimate holding company
of GUS plc and the separation of Home Retail Group and Experian by way of
demerger was completed. Shares in GUS plc ceased to be listed as part of the
demerger process. Trading in shares in Experian Group Limited on the London
Stock Exchange's market for listed securities commenced on 11 October 2006.
Experian Group Limited also raised US$1,447m (£778m) by way of a share offer on
that day.
O. Corporate information
GUS plc is a public limited company incorporated and domiciled in England and
during the period under review was listed on the London Stock Exchange.
P. Corporate website
The maintenance and integrity of the website on which this report is published,
www.experiangroup.com, 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 report since it was initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of
financial information may differ from legislation in other jurisdictions.
INDEPENDENT REVIEW REPORT TO GUS plc
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 30 September 2006 which comprises the group interim balance
sheet as at 30 September 2006 and the related group interim statements of
income, cash flows and recognised income and expenses for the six months then
ended and related notes. We have read the other information contained in the
interim report and considered whether it contains any apparent misstatements or
material inconsistencies with the financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The Listing Rules
of the Financial Services Authority require that the accounting policies and
presentation applied to the interim figures should be consistent with those
applied in preparing the preceding annual accounts except where any changes, and
the reasons for them, are disclosed.
This interim report has been prepared in accordance with the basis set out in
Note A.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the disclosed accounting policies have
been applied. A review excludes audit procedures such as tests of controls and
verification of assets, liabilities and transactions. It is substantially less
in scope than an audit and therefore provides a lower level of assurance.
Accordingly we do not express an audit opinion on the financial information.
This report, including the conclusion, has been prepared for and only for the
Company for the purpose of the Listing Rules of the Financial Services Authority
and for no other purpose. We do not, in producing this report, 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.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2006.
PricewaterhouseCoopers LLP
London
21 November 2006
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