Environmental, social and governance (ESG)
· We
are uniquely positioned to help people thrive on their financial
journey, through our direct relationship with consumers and
innovative combinations of data and analytics. More than 16 million
US consumers have now connected their accounts to take advantage of
Experian Boost to improve their credit score, or to use Personal
Financial Management tools. Experian Go has helped nearly a quarter
of a million 'credit invisible' US consumers to establish their
financial identity. Our consumer strategy has been broadening
beyond credit to help consumers save money in other ways. Premium
members have collectively saved over US$10m on everyday bills
through Experian BillFixer which provides both bill negotiation and
subscription cancellation.
· We
pride ourselves on our 'People first' culture. This year we were
featured on Fortune's 2024 100 Best Companies to Work For list for
the fifth consecutive year. We're certified as a Great Place to
Work in 24 countries, 88% of employees who participated are proud
to tell others they work at Experian and 92% agree that Experian's
flexible ways of working enable them to work
productively.
· We
have continued to reduce our Scope 1 and 2 emissions by increasing
our electricity consumption from renewables, from 75% in FY24 to
84% in H1. We have launched 'On target for climate', a supplier
engagement programme for our Scope 3 target - in addition to the
27% of our spend covered by suppliers with science-based targets,
an additional 13% have now committed to set or maintain targets in
the next two years by signing our supplier sustainability
commitment, a good start in our supplier engagement
journey.
· Experian was named in the inaugural edition of the TIME
magazine's 'World's Most Sustainable Companies 2024' Special
Report, recognising our strong social impact and our environmental
performance and reporting.
Other financial developments
Benchmark EBIT of US$999m, was up
8% at actual exchange rates. Benchmark EBIT includes the impact of
a US$12m operating loss from exited business activities. These
exited businesses came primarily from our Latin America and EMEA
and Asia Pacific regions and included a one-off write-down on a
business closure. Benchmark EBIT from ongoing activities of
US$1,011m rose 8% at actual exchange rates and removes the impact
of these exited businesses.
Benchmark profit before tax (PBT)
was US$929m, up 8% at actual exchange rates, after a net interest
expense of US$70m (2023: US$68m). Our interest expense increased
only marginally despite the rise in market rates due to our forward
rate fixing programme. For FY25, we now expect net interest expense
to be c.US$155m, this includes the financing costs associated with
acquisitions completed during the half.
The Benchmark tax rate was 25.0%
(2023: 25.1%). For FY25, we now expect a rate of c.26% (FY24:
25.7%), taking into account the expected profit mix for the second
half of the year.
Our Benchmark EPS was USc 76.0, an
increase of 8% at actual exchange rates and 9% at constant exchange
rates. For FY25, we still expect a weighted average number of
ordinary shares (WANOS) of c.914m.
Foreign exchange translation was a
1% headwind to Benchmark EPS in the half, primarily related to the
deprecation of the Brazilian real relative to the US dollar. For
FY25, we expect the foreign exchange translation effect to be
around a (2)% headwind on revenue and Benchmark EBIT, assuming
recent foreign exchange rates prevail.
Non-benchmark items:
· Profit before tax was US$718m, down from US$763m, reflecting
non-cash movements in the fair value of our interest rate swaps, as
well as movements on put options and a devaluation of the Brazilian
real exchange rate.
Reconciliation of statutory to Benchmark measures for the six
months ended 30 September 2024
|
|
Statutory
|
Non-benchmark and other items
|
Benchmark
|
|
|
|
|
Investment-
related
items1
|
Amortisation of acquisition intangibles
|
Non-cash
financing items2
|
Exceptional items3
|
|
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
|
|
|
3,617
|
-
|
-
|
-
|
-
|
3,617
|
Ongoing
|
|
|
11
|
-
|
-
|
-
|
-
|
11
|
Exited
|
|
Revenue
|
3,628
|
-
|
-
|
-
|
-
|
3,628
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
892
|
11
|
95
|
-
|
13
|
1,011
|
Ongoing
|
|
|
(12)
|
-
|
-
|
-
|
-
|
(12)
|
Exited
|
|
Operating profit
|
880
|
11
|
95
|
-
|
13
|
999
|
Benchmark
EBIT
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
718
|
10
|
95
|
93
|
13
|
929
|
Benchmark
PBT
|
|
|
|
|
|
|
|
|
|
|
Basic EPS USc
|
60.2
|
1.1
|
7.5
|
9.1
|
(1.9)
|
76.0
|
Benchmark EPS
USc
|
1. Investment-related
items include the Group's share of continuing associates' Benchmark
post-tax results.
2. Non-cash financing
items of US$93m includes US$42m adverse
movements on interest rate swaps, US$31m foreign exchange losses on
Brazil intra-Group funding, US$28m fair value increases on put
options, partially offset by other favourable items of
US$(8)m.
3. Exceptional items
are analysed in note 9 to the condensed interim financial
statements.
Part 2 - Regional highlights for the six months ended 30
September 2024
|
|
|
Year-on-year % change in
organic¹ revenue - for the six months ended 30 September
2024
|
Benchmark
EBIT
margin²
|
|
% of
Group revenue³
|
Data
|
Decisioning
|
B2B
|
Consumer
Services
|
Total
|
Total
|
|
North America
|
68
|
8
|
7
|
8
|
7
|
7
|
34.5%
|
|
Latin America
|
14
|
0
|
9
|
2
|
27
|
7
|
28.1%
|
|
UK and Ireland
|
12
|
1
|
1
|
1
|
6
|
2
|
18.9%
|
|
EMEA and Asia Pacific
|
6
|
5
|
13
|
7
|
n/a
|
7
|
0.4%
|
|
Total global
|
100
|
6
|
7
|
6
|
9
|
7
|
28.0%
|
1. At constant
exchange rates.
2. At actual exchange
rates.
3. Percentage of Group
revenue from ongoing activities calculated based on H1 FY25 revenue
at actual exchange rates.
North America
North America delivered good
growth with revenue of US$2,466m, representing organic revenue growth
of 7%. Total revenue growth
was 8% including the contribution from the WaveHDC acquisition
completed last year.
B2B delivered organic revenue
growth of 8%, with growth of 7% in Q1 and 9% in Q2. The breadth and
richness of our data, along with our innovative software offerings,
makes Experian a critical partner for our clients as they look to
expand revenue and drive efficiencies. We benefitted in the half
from growth in mortgage, notable client wins in Clarity, our
alternative data business, and continued client penetration of our
Ascend analytics, Ascend marketing and fraud prevention solutions.
While mortgage volumes improved as the half progressed,
non-mortgage credit growth remains constrained. We recently
completed the acquisition of NeuroID, an industry leader in
fraud-related behavioural analytics, which will enhance our fraud
prevention capabilities and is already available on our Ascend
Platform. We have continued to expand our market coverage within
income and employment verification services, with our active record
count now totalling 61 million as at 31 October 2024.
Our Automotive, Targeting, and
Health businesses performed well. Automotive revenue grew 7% driven
by the breadth of our product suite, despite a still soft market
for vehicle sales. Targeting revenue grew 6%. New business wins
were driven by our leading data and identity graph that provide
differentiated solutions for our digital advertiser clients. Health
revenue increased by 8%, helped by an expansion of our product
solutions, including the integration of WaveHDC (now Patient Access
Curator), within our client base, while also capitalising on strong
market demand with new client wins.
Consumer Services delivered
organic revenue growth of 7%, with growth of 10% in Q1 and 3% in
Q2. Growth across the half reflected variability in one-off data
breach services. Excluding data breach services, Consumer Services
delivered growth in Q1 of 6% and Q2 of 9% as membership and
marketplace growth improved as the half progressed.
Our goal is to be a leading
platform to help our customers navigate their financial lives. We
are making progress utilising our unique market position to
leverage our B2B and customer relationships to provide leading and
differentiated solutions.
We continue to add value to
members and this is driving growth on our platform. Free membership
continues to grow at strong rates. We
generated solid broad-based revenue performance, with growth across
premium subscriptions, marketplace, and partner solutions. Within
our insurance business, growth has accelerated as we scale up our
differentiated product that removes much of the friction from
insurance shopping. We have gained market traction, and now have
three out of the top five insurance carriers displaying quotes in
our ecosystem, with two of these carriers providing fully
integrated bound offers. Insurance growth was the key driver of
marketplace performance in the first half. Premium membership
revenue also contributed positively, driven by our investments in
financial health and increasing demand for identity protection.
Partner Solutions performed well, benefitting from strong growth at
recently launched clients, despite weakening data breach
trends.
Benchmark EBIT rose 10% to US$850m
and Benchmark EBIT margin increased by 60 basis points to 34.5%.
Margins reflected the mix of growth and productivity initiatives,
notwithstanding investments in our innovations across our scaling
verticals, such as verification solutions and our insurance
marketplace.
Latin America
Latin America performance was
good, with revenue from ongoing activities of US$512m increasing by
7% organically and total constant currency revenue growing by 10%.
Acquisition contributions included MOVA, Flexpag, AllowMe, TEx, and
SalaryFits. As expected, organic revenue growth improved during the
half from 5% in Q1 to 9% in Q2.
B2B organic revenue growth was
2%.
In Brazil B2B, we continue to
expand our ecosystem and capabilities. We are leveraging unique
data sets and consistently driving innovation, leading to new
business opportunities and deeper positions with clients. We
delivered strong growth in decisioning solutions, as well as across
identity and fraud prevention. Following the end of the first half,
we agreed to acquire ClearSale, which will further extend our
ID&F addressable market into transactional fraud and provides
us a highly unique data asset. Small & Medium Enterprises
revenue also saw good growth. B2B performance in the half reflected
the Q1 impact from severe flooding in the south of Brazil, macro
and interest rate uncertainty and lower collections
activity.
Consumer Services organic revenue
growth was 27%. We are striving to build the leading consumer
financial platform in Brazil to assist consumers through their
credit and financial journeys. Our debt resolution service, Limpa
Nome, continues to benefit Brazilians. We are driving increased
agreements between consumers and lenders,
with the integration of our Serasa e-wallet into this process
driving a more efficient process for both parties. Ecosystem
expansion also contributed to growth with further traction across
our credit marketplace and payment solutions, and we have recently
introduced a new insurance marketplace.
Benchmark EBIT from ongoing
activities in Latin America was US$144m, up 13% at constant
exchange rates. The Benchmark EBIT margin from ongoing activities
at actual exchange rates was 28.1%, up by 40 basis points,
benefitting from strong operating leverage within our scaling
Consumer Services business.
UK and Ireland
The UK and Ireland delivered
revenue from ongoing activities of US$413m, with organic revenue
growth of 2% and total constant currency growth of 3%.
In B2B, organic revenue increased
by 1%, with growth across consumer and business information helped
by new business wins and despite a relatively subdued underlying
credit environment. Our data quality capabilities also continue to
differentiate us in the market and also resulted in strong new
business wins. These factors offset ongoing Targeting weakness and
other one-time factors. Strategically, our focus is on driving
adoption of the Ascend Platform, growing data coverage and usage of
income and employment verification products and the ongoing build
out of our fraud prevention capabilities. We are encouraged by this
progress and client reception for these initiatives.
In Consumer Services, organic
revenue was up 6%. Marketplace revenue is growing well, benefitting
from our investments in personalised customer acquisition,
enhancements to our product experience, and expansion of our lender
panel following the introduction of Experian Activate. Subscription
growth improved through the half driven by new premium feature
launches, with our paid member base increasing during the
period.
Benchmark EBIT from ongoing
activities was US$78m, a (1)% decline at constant exchange rates.
The Benchmark EBIT margin from ongoing activities was 18.9%,
compared to 19.5% in the prior period, due to the phasing of
investment in the verifications business, partially offset by
strength in Consumer Services.
EMEA and Asia Pacific
In EMEA and Asia Pacific, revenue
from ongoing activities was US$226m, with organic growth of 7% and
total growth at constant exchange rates of 8%. The difference
relates to the acquisition of a small cloud-based decisioning
business. Data delivered organic revenue growth of 5%, while
Decisioning delivered strongly, with growth of 13%.
EMEA and Asia Pacific has
progressed on its transformation as we focus on securing leading
positions in our core markets. The recently completed acquisition
of illion will extend our capabilities in the large Australia and
New Zealand (A/NZ) region. The transaction will combine illion's
strong credit and identity assets with our leading decisioning
capabilities.
Revenue growth is on a good
trajectory as we have strengthened our data assets and driven
innovation in areas such as scores and attributes and identity and
fraud management. We expect to continue to improve profitability
over time through scaling, improved product mix, and productivity
initiatives.
Benchmark EBIT from ongoing
activities was US$1m, compared to US$4m in FY24. The Benchmark EBIT
margin from ongoing activities was 0.4% compared to 1.9% in the
prior period.
FY25 modelling considerations
|
Organic revenue growth
|
6 -
8%
|
|
Inorganic revenue
contribution
|
c.1.5%
|
|
Benchmark EBIT margin¹
|
Upper
end of +30 to +50 basis points guidance range
|
|
Foreign exchange
|
c.(2%)
on revenue and Benchmark EBIT
|
|
Net interest
|
c.US$155m
|
|
Benchmark tax rate
|
c.26%
|
|
WANOS²
|
c.914m
|
|
Capital expenditure
|
c.9% of
revenue
|
|
OCF³ conversion
|
>90%
|
|
Share repurchases
|
US$150m
|
1. At constant
exchange rates.
2. Weighted average
number of shares.
3. Benchmark operating
cash flow.
Medium term outlook
|
Organic revenue growth
|
High-single-digits
|
|
Benchmark EBIT margin¹
|
Good margin improvement
+30 to
+50 basis points per annum
|
|
Capital expenditure
|
Trend
to c.7% of revenue
|
Group financial results
Business mix including % change in organic revenue
year-on-year for the six months ended 30 September
2024
|
Segment
|
Business unit
|
% of Group
revenue¹
|
Organic revenue growth
%²
|
|
Q1
|
Q2
|
H1
|
|
North America
|
68%
|
8%
|
7%
|
7%
|
|
Data
|
CI/BI bureaux
|
24%
|
6%
|
11%
|
9%
|
|
- CI/BI bureaux, excluding
mortgage
|
21%
|
2%
|
6%
|
4%
|
|
- Mortgage Profiles
|
3%
|
37%
|
56%
|
45%
|
|
Automotive
|
5%
|
9%
|
5%
|
7%
|
|
Targeting
|
4%
|
5%
|
7%
|
6%
|
|
Decisioning
|
Health
|
9%
|
8%
|
8%
|
8%
|
|
DA/Other
|
4%
|
7%
|
2%
|
4%
|
|
B2B
|
Business to Business
|
46%
|
7%
|
9%
|
8%
|
|
Consumer
|
Consumer Services
|
22%
|
10%
|
3%
|
7%
|
|
Latin America
|
14%
|
5%
|
9%
|
7%
|
|
Data
|
CI/BI bureaux
|
8%
|
(1)%
|
(1)%
|
(1)%
|
|
Other
|
0%
|
17%
|
40%
|
27%
|
|
Decisioning
|
DA/Other
|
3%
|
5%
|
14%
|
9%
|
|
B2B
|
Business to Business
|
11%
|
1%
|
3%
|
2%
|
|
Consumer
|
Consumer Services
|
3%
|
24%
|
30%
|
27%
|
|
UK and Ireland
|
12%
|
2%
|
2%
|
2%
|
|
Data
|
CI/BI bureaux
|
5%
|
4%
|
3%
|
3%
|
|
Targeting/Auto
|
1%
|
(14)%
|
(14)%
|
(14)%
|
|
Decisioning
|
DA/Other
|
3%
|
3%
|
(1)%
|
1%
|
|
B2B
|
Business to Business
|
9%
|
2%
|
0%
|
1%
|
|
Consumer
|
Consumer Services
|
3%
|
4%
|
8%
|
6%
|
|
EMEA and Asia Pacific
|
6%
|
7%
|
8%
|
7%
|
|
Total global
|
100%
|
7%
|
7%
|
7%
|
1. Percentage of Group
revenue from ongoing activities calculated based on H1 FY25 revenue
at actual exchange rates.
2. Ongoing activities,
at constant exchange rates.
CI = Consumer Information, BI =
Business Information, DA = Decision Analytics.
Revenue by region
|
Six
months ended 30 September
|
2024
US$m
|
2023¹
US$m
|
Growth %
|
|
Total at actual exchange
rates
|
Total at constant exchange
rates
|
Organic at constant exchange
rates
|
|
North America
|
|
|
|
|
|
|
Data
|
1,191
|
1,101
|
|
8
|
8
|
|
Decisioning
|
465
|
427
|
|
9
|
7
|
|
Business-to-Business
|
1,656
|
1,528
|
|
8
|
8
|
|
Consumer Services
|
810
|
760
|
|
7
|
7
|
|
Total ongoing activities
|
2,466
|
2,288
|
8
|
8
|
7
|
|
Exited business
activities
|
-
|
-
|
|
|
|
|
Total North America
|
2,466
|
2,288
|
|
|
|
|
Latin America
|
|
|
|
|
|
|
Data
|
294
|
312
|
|
2
|
0
|
|
Decisioning
|
101
|
97
|
|
12
|
9
|
|
Business-to-Business
|
395
|
409
|
|
4
|
2
|
|
Consumer Services
|
117
|
97
|
|
32
|
27
|
|
Total ongoing activities
|
512
|
506
|
1
|
10
|
7
|
|
Exited business
activities
|
6
|
10
|
|
|
|
|
Total Latin America
|
518
|
516
|
|
|
|
|
UK
and Ireland
|
|
|
|
|
|
|
Data
|
204
|
199
|
|
1
|
1
|
|
Decisioning
|
116
|
110
|
|
3
|
1
|
|
Business-to-Business
|
320
|
309
|
|
2
|
1
|
|
Consumer Services
|
93
|
86
|
|
6
|
6
|
|
Total ongoing activities
|
413
|
395
|
5
|
3
|
2
|
|
Exited business
activities
|
-
|
2
|
|
|
|
|
Total UK and Ireland
|
413
|
397
|
|
|
|
|
EMEA and Asia Pacific
|
|
|
|
|
|
|
Data
|
156
|
147
|
|
5
|
5
|
|
Decisioning
|
70
|
63
|
|
14
|
13
|
|
Total ongoing activities
|
226
|
210
|
8
|
8
|
7
|
|
Exited business
activities
|
5
|
13
|
|
|
|
|
Total EMEA and Asia Pacific
|
231
|
223
|
|
|
|
|
Total revenue - ongoing
activities
|
3,617
|
3,399
|
6
|
7
|
7
|
|
Total revenue - exited business
activities
|
11
|
25
|
|
|
|
|
Revenue
|
3,628
|
3,424
|
6
|
7
|
|
1. The results for
the six months ended 30 September
2023 have been re-presented for the
reclassification to exited business activities of certain B2B
businesses, detail is provided in notes 7(a) and 8 to the condensed
interim financial statements.
See Appendix 1 (page 14) and note
6 to the condensed interim financial statements for definitions of
non-GAAP measures.
See Appendix 3 (page 16) for
analyses of revenue, Benchmark EBIT and Benchmark EBIT margin from
ongoing activities by business segment.
Income statement, earnings and Benchmark EBIT margin
analysis
|
Six
months ended 30 September
|
2024
US$m
|
2023¹
US$m
|
Growth %
|
|
Total at actual exchange
rates
|
Total at constant exchange
rates
|
|
Benchmark EBIT by geography
|
|
|
|
|
|
North America
|
850
|
775
|
|
10
|
|
Latin America
|
144
|
140
|
|
13
|
|
UK and Ireland
|
78
|
77
|
|
(1)
|
|
EMEA and Asia Pacific
|
1
|
4
|
|
(88)
|
|
Benchmark EBIT before Central Activities
|
1,073
|
996
|
8
|
9
|
|
Central Activities - central
corporate costs
|
(62)
|
(64)
|
|
|
|
Benchmark EBIT from ongoing activities
|
1,011
|
932
|
8
|
10
|
|
Exited business
activities
|
(12)
|
(4)
|
|
|
|
Benchmark EBIT
|
999
|
928
|
8
|
9
|
|
Net interest
|
(70)
|
(68)
|
|
|
|
Benchmark PBT
|
929
|
860
|
8
|
9
|
|
Exceptional items
|
(13)
|
4
|
|
|
|
Amortisation of acquisition
intangibles
|
(95)
|
(95)
|
|
|
|
Acquisition and disposal
expenses
|
(8)
|
(13)
|
|
|
|
Adjustment to the fair value of
contingent consideration
|
(2)
|
(24)
|
|
|
|
Financing fair value
remeasurements
|
(93)
|
31
|
|
|
|
Profit before tax
|
718
|
763
|
(6)
|
|
|
Tax charge
|
(165)
|
(191)
|
|
|
|
Profit for the financial year
|
553
|
572
|
(3)
|
|
|
|
|
|
|
|
|
Benchmark earnings
|
|
|
|
|
|
Benchmark PBT
|
929
|
860
|
8
|
9
|
|
Benchmark tax charge
|
(232)
|
(216)
|
|
|
|
Total Benchmark earnings
|
697
|
644
|
|
|
|
Owners of Experian plc
|
695
|
643
|
8
|
9
|
|
Non-controlling
interests
|
2
|
1
|
|
|
|
|
|
|
|
|
|
Benchmark EPS
|
USc 76.0
|
USc 70.4
|
8
|
9
|
|
Basic EPS
|
USc 60.2
|
USc 62.3
|
(3)
|
|
|
Weighted average number of
ordinary shares
|
914
|
914
|
|
|
|
|
|
|
|
|
|
Benchmark EBIT margin - ongoing activities
|
|
|
|
|
|
North America
|
34.5%
|
33.9%
|
|
|
|
Latin America
|
28.1%
|
27.7%
|
|
|
|
UK and Ireland
|
18.9%
|
19.5%
|
|
|
|
EMEA and Asia Pacific
|
0.4%
|
1.9%
|
|
|
|
Benchmark EBIT margin
|
28.0%
|
27.4%
|
|
|
1. Benchmark results for the
six months ended 30 September 2023 have been re-presented for the
reclassification to exited business activities of certain B2B
businesses, detail is provided in notes 7(a) and 8 to the condensed
interim financial statements.
See Appendix 1 (page 14) and note 6
to the condensed interim financial statements for definitions of
non-GAAP measures.
See Appendix 3 (page 16) for
analyses of revenue, Benchmark EBIT and Benchmark EBIT margin from
ongoing activities by business segment.
Group financial review
Key
statutory measures
Statutory
revenue
We delivered a good performance in
the period, with continued expansion and contributions from newer
products. Growth was in line with our expectations and revenue
increased by 6% to US$3,628m (2023: US$3,424m).
Statutory operating profit
and profit before tax
Operating profit for the six months
ended 30 September 2024 improved by 10% to US$880m (2023: US$799m),
driven by revenue growth, the scaling of our Consumer Services
business, and our productivity initiatives. The movements in
Benchmark EBIT at constant currency are discussed in the Chief
Executive Officer's review and Regional highlights on pages three
to eight.
Net finance expense increased to
US$163m (2023: US$37m), impacted by financing fair value losses of
US$93m (2023: gains of US$31m), primarily on interest rate swaps,
as well as put options and foreign exchange losses on funding our
Brazilian operations. Profit before tax decreased to US$718m (2023:
US$763m) as a consequence of this higher finance charge.
Statutory Basic
EPS
Basic EPS decreased to 60.2 US cents
(2023: 62.3 US cents), reflecting a lower profit before tax
partially offset by a reduced effective
tax rate.
Statutory cash
flow
Cash generated from operations
improved to US$975m (2023: US$973m) reflecting the higher operating
profit and working capital movements. Net borrowing inflows were
US$803m (2023: US$263m). Cash outflows for net share purchases were
US$95m (2023: US$47m), offsetting deliveries under employee share
plans. Undrawn committed bank borrowing facilities at 30 September
2024 totalled US$2.1bn (2023: US$2.3bn).
Tax
The effective rate of tax based on
profit before tax was 23.0%, a decrease of 2.0 percentage points
from the comparative period, largely attributable to the
recognition of a one-off deferred tax credit relating to tax losses
where recognition is supported by the acquisition of the illion
Group.
Net assets
Net assets at 30 September 2024
increased to US$4,790m (2023: US$4,173m). Capital employed, as
defined in note 6(p) to the condensed interim financial statements,
was US$9,718m (2023: US$8,501m).
Equity
There was an increase in equity of
US$121m from US$4,669m at 31 March 2024, with movements detailed in
the Group statement of changes in equity on page 21.
Key movements in equity in the
half include:
· Profit for the period of US$553m.
· A
reduction in the fair value of investments revalued through Other
comprehensive income (OCI) of US$40m.
· Employee share awards and options cost of US$65m.
· Ordinary dividends of US$370m and a movement of US$95m in
connection with net share purchases.
Seasonality
We anticipate Benchmark EBIT to be
somewhat weighted towards the second half of the year reflecting
revenue seasonality and historical performance.
Risks
Identifying and managing risk is
key to our purpose and the delivery of our strategy and objectives.
Our risk management process is designed to identify, assess,
respond to, report on and monitor the risks that threaten our
ability to do this.
The principal risks and
uncertainties we face in the remaining six months of the year
remain consistent with those explained in detail on pages 92 to 99
of our Annual Report for the year ended 31 March 2024:
· Data
loss/misuse
· Macroeconomic
· Legislative/regulatory change and compliance
· Resiliency
· Business conduct
· Talent acquisition and retention
· Competition
· Investment outcomes.
There are no changes to our
assessments of our principal risks in the first half of the
financial year, when compared with those reported in our Annual
Report for the year ended 31 March 2024. Overall risks remain
stable, and we continue to develop our responses to these and other
risks on an ongoing basis. The below matters are noted as part of
our ongoing assessment.
Data Loss/misuse - External cyber
security threats to businesses continue to increase in complexity
and evolve in their nature and scope. Our threat-informed defence
programme concurrently monitors and targets the most active threats
to mitigate and reduce risks.
Legislative/regulatory change and
compliance - Risks associated with new laws, new interpretations of
existing laws, changes to existing regulations and regulatory
scrutiny continue at a heightened level. We continue to see
regional regulatory and legislative agendas across key areas of our
business in most regions. The US Consumer Financial Protection
Bureau remains interested in topics around the consumer dispute
process, medical debt, open banking and credit report accuracy, and
continues to promote new and novel interpretations of existing law
through its rulemaking, supervision and enforcement activities
involving Experian. In the UK, the proposed Digital Information and
Smart Data bill is one of several outlined by the new government
which may impact Experian. Regulation of Artificial Intelligence,
recently published in the European Union (EU) and drafted in
Brazil, will likely require additional processes and validation for
credit scores.
Macroeconomic -
Moving into FY25, the USA, UK and Brazil have
experienced modest economic growth in Q2 2024. Inflationary levels
in the USA and UK have trended towards their targets and while
there remains some short-term concern about labour market weakness,
there is an expectation of decreasing interest rate levels. Brazil
has seen an increase in inflation and a response in its interest
rate. We continue to monitor the macroeconomic trends impacting our
business.
Resiliency - In common with many organisations,
Experian faces an external threat from ransomware and other cyber
attacks. This includes cyber resilience threats to third parties
critical to our operations where we cannot switch them out easily
or quickly in the event of encountering a cyber risk event. We
continue to assess the potential impact of these threats, as the
nature and sophistication of these attacks continually
evolve. Given the size and scale of recent
cyber and other resiliency events across the market we remain
focused on our preparedness activities. Our response planning includes a number of key initiatives
aimed at continually improving our existing capability in this
area.
Further information on financial
risk management is given in note 23 to the condensed interim
financial statements.
The Chief Executive Officer's,
Business and Group financial reviews on pages 3 to 12 include
consideration of key uncertainties affecting us for the remainder
of the current financial year. There may however be additional
risks unknown to us and other risks, currently believed to be
immaterial, which could turn out to be material. These risks,
whether they materialise individually or simultaneously, could
significantly affect our business and financial results.
Going concern
The principal risks and
uncertainties we face and our assessment of viability, remain
largely unchanged from those explained in detail on pages 92 to 101
of our Annual Report for the year ended 31 March 2024.
The Group has a robust balance
sheet with access to considerable funding and continues to adopt
the going concern basis in preparing these condensed interim
financial statements. Cash flow in the period was solid with cash
flow conversion of 71% (2023: 77%). Our undrawn committed bank
borrowing facilities at 30 September 2024 totalled US$2.1bn (2023:
US$2.3bn) and had an average remaining tenor of four years (2023:
two years).
The directors believe that the
Group is well placed to manage its financing and other business
risks satisfactorily and have a reasonable expectation that the
Group will have adequate resources to continue in operational
existence for at least 12 months from the date of signing these
condensed interim financial statements. See note 2 to the condensed
interim financial statements for further detail.
Appendices
1. Non-GAAP financial information
We have identified and defined
certain measures that we believe assist the understanding of our
performance. These measures are not defined under IFRS and they may
not be directly comparable with other companies' adjusted performance measures.
These non-GAAP measures are not intended to be a substitute for any
IFRS measures of performance, but we consider them to be key
measures used for assessing the underlying performance of our
business.
The table below summarises our
non-GAAP measures. There is a fuller explanation, and references to
where the measures are used and reconciled, in note 6 to the
condensed interim financial statements.
|
Benchmark PBT
|
Profit before amortisation and
impairment charges, acquisition expenses, Exceptional items,
financing fair value remeasurements, tax (and interest thereon) and
discontinued operations. It includes the Group's share of
continuing associates' Benchmark post-tax results.
|
|
Benchmark EBIT
|
Benchmark PBT before net interest
expense.
|
|
Benchmark EBITDA
|
Benchmark EBIT before depreciation
and amortisation.
|
|
Exited business activities
|
The results of businesses sold,
closed or identified for closure during a financial
year.
|
|
Ongoing activities
|
The results of businesses that are
not disclosed as exited business activities.
|
|
Constant exchange rates
|
Results and growth calculated
after translating both years' performance at the prior year's
average exchange rates.
|
|
Total growth
|
This is the year-on-year change in
the performance of Experian's activities at actual exchange
rates.
|
|
Organic revenue growth
|
This is the year-on-year change in
the revenue of ongoing activities, translated at constant exchange
rates, excluding acquisitions until the first anniversary of their
consolidation.
|
|
Benchmark earnings
|
Benchmark PBT less attributable
tax and non-controlling interests.
|
|
Total Benchmark earnings
|
Benchmark PBT less attributable
tax.
|
|
Benchmark EPS
|
Benchmark earnings divided by the
weighted average number of ordinary shares.
|
|
Exceptional items
|
Exceptional items include those
arising from the profit or loss on disposal of businesses, closure
costs of significant operations (including associated onerous
global support costs), costs of significant restructuring
programmes, and other financially significant one-off
items.
|
|
Benchmark operating cash flow
|
Benchmark EBIT plus amortisation,
depreciation and charges for share-based incentive plans, less net
capital expenditure and adjusted for changes in working capital,
principal lease payments and the Group's share of the Benchmark
profit or loss retained in continuing associates.
|
|
Cash flow conversion
|
Benchmark operating cash flow
expressed as a percentage of Benchmark EBIT.
|
|
Net debt and Net funding
|
Net debt is borrowings (and the
fair value of derivatives hedging borrowings) excluding accrued
interest, less cash and cash equivalents. Net funding is borrowings
(and the fair value of the effective portion of derivatives hedging
borrowings) excluding accrued interest, less cash held in Group
Treasury.
|
|
Return on capital employed (ROCE)
|
Benchmark EBIT less tax at the
Benchmark rate divided by average capital employed, in continuing
operations, over the year. Capital employed is net assets less
non-controlling interests and right-of-use assets, plus or minus
the net tax liability or asset and plus Net debt.
|
Appendices (continued)
2. Foreign currency
Foreign exchange - average
rates
The principal exchange rates used
to translate revenue and Benchmark EBIT into the US dollar are
shown in the table below.
|
|
Six months
ended
30 September
2024
|
Six months
ended
30 September
2023
|
Year ended
31 March
2024
|
|
US dollar : Brazilian
real
|
5.38
|
4.92
|
4.94
|
|
Pound sterling : US
dollar
|
1.28
|
1.26
|
1.26
|
|
Euro : US dollar
|
1.09
|
1.09
|
1.08
|
|
US dollar : Colombian
peso
|
4,013
|
4,233
|
4,113
|
|
US dollar : Australian
dollar
|
1.51
|
1.51
|
1.52
|
The impact of foreign currency
movements on revenue from ongoing activities is set out in note
7(c) to the condensed interim financial statements.
Foreign exchange - closing
rates
The principal exchange rates used
to translate assets and liabilities into the US dollar at the
period end dates are shown in the table below.
|
|
30 September
2024
|
30 September
2023
|
31 March
2024
|
|
US dollar : Brazilian
real
|
5.45
|
5.02
|
5.01
|
|
Pound sterling : US
dollar
|
1.34
|
1.22
|
1.26
|
|
Euro : US dollar
|
1.12
|
1.06
|
1.08
|
|
US dollar : Colombian
peso
|
4,176
|
4,043
|
3,852
|
|
US dollar : Australian
dollar
|
1.44
|
1.55
|
1.53
|
Appendices (continued)
3. Revenue, Benchmark EBIT and Benchmark EBIT margin by
business segment
Six months ended 30 September
|
|
|
Growth %
|
|
2024
|
20231
|
Total at constant
exchange
|
Organic at constant
exchange
|
|
|
US$m
|
US$m
|
rates
|
rates
|
|
|
Revenue
|
|
|
|
|
|
|
Data
|
1,845
|
1,759
|
6
|
6
|
|
|
Decisioning
|
752
|
697
|
9
|
7
|
|
|
Business-to-Business
|
2,597
|
2,456
|
7
|
6
|
|
|
Consumer Services
|
1,020
|
943
|
9
|
9
|
|
|
Ongoing activities
|
3,617
|
3,399
|
7
|
7
|
|
|
Exited business
activities
|
11
|
25
|
n/a
|
|
|
|
Total
|
3,628
|
3,424
|
7
|
|
|
|
Benchmark EBIT
|
|
|
|
|
|
|
Business-to-Business
|
789
|
757
|
5
|
|
|
|
Consumer Services
|
284
|
239
|
19
|
|
|
|
Business segments
|
1,073
|
996
|
9
|
|
|
|
Central Activities - central
corporate costs
|
(62)
|
(64)
|
n/a
|
|
|
|
Ongoing activities
|
1,011
|
932
|
10
|
|
|
|
Exited business
activities
|
(12)
|
(4)
|
n/a
|
|
|
|
Total Benchmark EBIT
|
999
|
928
|
9
|
|
|
|
Net interest expense
|
(70)
|
(68)
|
n/a
|
|
|
|
Benchmark PBT
|
929
|
860
|
9
|
|
|
|
Exceptional items2
|
(13)
|
4
|
|
|
|
|
Other
adjustments made to derive Benchmark PBT2
|
(198)
|
(101)
|
|
|
|
|
Profit before tax
|
718
|
763
|
|
|
|
|
Benchmark EBIT margin - ongoing activities
|
|
|
|
|
|
|
Business-to-Business
|
30.4%
|
30.8%
|
|
|
|
|
Consumer Services
|
27.8%
|
25.3%
|
|
|
|
|
Benchmark EBIT margin3
|
28.0%
|
27.4%
|
|
|
|
1. Revenue
of US$15m and Benchmark EBIT of US$(3)m for the six months ended 30
September 2023 have been re-presented for the reclassification to
exited business activities of certain B2B businesses. See notes
7(a) and 8 to the condensed interim financial
statements.
2. See
note 9 to the condensed interim financial
statements.
3.
Benchmark EBIT margin for ongoing activities is calculated by
dividing Benchmark EBIT for ongoing activities by revenue from
ongoing activities.
Appendices (continued)
4.
Cash flow and Net debt summary1
|
Six
months ended 30 September
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
|
Benchmark EBIT
|
999
|
928
|
|
|
Amortisation and depreciation
charged to Benchmark EBIT
|
270
|
252
|
|
|
Benchmark EBITDA
|
1,269
|
1,180
|
|
|
Impairment of non-current assets
charged to Benchmark EBIT
|
6
|
-
|
|
|
Net capital expenditure (Appendix
5)
|
(297)
|
(307)
|
|
|
Increase in working
capital
|
(314)
|
(194)
|
|
|
Principal lease payments
|
(21)
|
(24)
|
|
|
Benchmark profit retained in
associates
|
(1)
|
(1)
|
|
|
Charge for share incentive
plans
|
65
|
57
|
|
|
Benchmark operating cash
flow2
|
707
|
711
|
|
|
Net interest paid
|
(87)
|
(84)
|
|
|
Tax paid
|
(193)
|
(251)
|
|
|
Dividends paid to non-controlling
interests
|
(1)
|
-
|
|
|
Benchmark free cash flow
|
426
|
376
|
|
|
Acquisitions3
|
(818)
|
(206)
|
|
|
Disposal of
operations4
|
-
|
5
|
|
|
Purchase of investments
|
(28)
|
(5)
|
|
|
Disposal of investments
|
19
|
-
|
|
|
Movement in Exceptional and other
non-benchmark items
|
(14)
|
(57)
|
|
|
Ordinary dividends paid
|
(370)
|
(345)
|
|
|
Net
cash outflow
|
(785)
|
(232)
|
|
|
Net debt at 1 April
|
(4,053)
|
(4,030)
|
|
|
Net share purchases
|
(95)
|
(47)
|
|
|
Non-cash lease obligation additions
and disposals
|
(8)
|
(35)
|
|
|
Principal lease payments
|
21
|
24
|
|
|
Additions through business
combinations
|
(2)
|
(7)
|
|
|
Foreign exchange and other
movements
|
(42)
|
27
|
|
|
Net
debt at 30 September
|
(4,964)
|
(4,300)
|
|
1. For Group cash flow
statement see page 22.
2. A reconciliation of Cash
generated from operations to Benchmark operating cash flow is
provided in note 17(g) to the condensed interim financial
statements.
3. See note 17(d) to the
condensed interim financial statements.
4. Includes the disposal of
operations classified as held-for-sale.
5. Reconciliation of net investment
|
Six
months ended 30 September
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
|
Capital expenditure
as reported in the Group cash flow
statement
|
298
|
310
|
|
|
Disposal of property, plant and
equipment
|
(1)
|
(1)
|
|
|
Disposal of assets classified as
held-for-sale
|
-
|
(2)
|
|
|
Net
capital expenditure
|
297
|
307
|
|
|
Acquisitions
|
818
|
206
|
|
|
Purchase of investments
|
28
|
5
|
|
|
Disposal of operations and
investments
|
(19)
|
(5)
|
|
|
Net
investment
|
1,124
|
513
|
|
Condensed interim financial statements
Group income statement
for the six months ended 30
September 2024
|
|
Six months ended 30
September 2024
|
|
|
|
Six
months ended 30 September 2023
|
|
|
|
Benchmark1
|
Non-benchmark2
|
Total
|
|
|
|
Benchmark1
|
Non-benchmark2
|
Total
|
|
|
|
US$m
|
US$m
|
US$m
|
|
|
|
US$m
|
US$m
|
US$m
|
|
Revenue (note 7(a))
|
3,628
|
-
|
3,628
|
|
|
|
3,424
|
-
|
3,424
|
|
Total operating expenses
|
(2,630)
|
(118)
|
(2,748)
|
|
|
|
(2,497)
|
(128)
|
(2,625)
|
|
Operating profit/(loss)
|
998
|
(118)
|
880
|
|
|
|
927
|
(128)
|
799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
11
|
-
|
11
|
|
|
|
9
|
-
|
9
|
|
|
Finance expense
|
(81)
|
(93)
|
(174)
|
|
|
|
(77)
|
31
|
(46)
|
|
|
Net finance (expense)/income (note
10(a))
|
(70)
|
(93)
|
(163)
|
|
|
|
(68)
|
31
|
(37)
|
|
|
Share of post-tax profit of
associates
|
1
|
-
|
1
|
|
|
|
1
|
-
|
1
|
|
Profit/(loss) before tax (note 7(a))
|
929
|
(211)
|
718
|
|
|
|
860
|
(97)
|
763
|
|
|
Tax (charge)/credit (note
11(a))
|
(232)
|
67
|
(165)
|
|
|
|
(216)
|
25
|
(191)
|
|
Profit/(loss) for the period
|
697
|
(144)
|
553
|
|
|
|
644
|
(72)
|
572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
Owners of Experian plc
|
695
|
(145)
|
550
|
|
|
|
643
|
(74)
|
569
|
|
|
Non-controlling interests
|
2
|
1
|
3
|
|
|
|
1
|
2
|
3
|
|
Profit/(loss) for the period
|
697
|
(144)
|
553
|
|
|
|
644
|
(72)
|
572
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Benchmark EBIT1
(note 7(a))
|
999
|
|
|
|
|
|
928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US
cents
|
|
US cents
|
|
|
|
US
cents
|
|
US cents
|
|
|
Earnings per share (note
12(a))
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
76.0
|
|
60.2
|
|
|
|
70.4
|
|
62.3
|
|
|
Diluted
|
75.5
|
|
59.8
|
|
|
|
70.0
|
|
61.9
|
|
1. Total
Benchmark EBIT and other Benchmark items are non-GAAP measures,
defined in note 6 to the condensed interim financial
statements.
2. The
loss before tax for non-benchmark items of US$211m (2023: US$97m)
is analysed in note 9(a) to the condensed interim financial
statements.
Condensed interim financial statements
Group statement of comprehensive
income
for the six months ended 30
September 2024
|
|
|
Six months ended 30 September
|
|
|
|
|
2024
|
|
2023
|
|
|
|
|
US$m
|
|
US$m
|
|
|
Profit for the period
|
|
553
|
|
572
|
|
Other comprehensive income/(expense)
|
|
|
|
|
|
Items that will not be reclassified
to profit or loss:
|
|
|
|
|
|
Remeasurement of post-employment
benefit assets and obligations (note 16(b))
|
|
6
|
|
(22)
|
|
Changes in the fair value of
investments revalued through OCI
|
|
(40)
|
|
(12)
|
|
Deferred tax
(charge)/credit
|
|
(8)
|
|
6
|
|
Items that will not be reclassified
to profit or loss
|
|
(42)
|
|
(28)
|
|
Items that are or may be
reclassified subsequently to profit or loss:
|
|
|
|
|
|
Currency translation
gains
|
|
2
|
|
10
|
|
Fair value gain/(loss) on cash flow
hedge
|
|
26
|
|
(6)
|
|
Hedging (gain)/loss reclassified to
profit or loss (note 10(c))
|
|
(31)
|
|
8
|
|
Items that are or may be
reclassified subsequently to profit or loss
|
|
(3)
|
|
12
|
Other comprehensive expense for
the period1
|
|
(45)
|
|
(16)
|
Total comprehensive income for the
period
|
|
508
|
|
556
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
Owners of Experian plc
|
|
501
|
|
555
|
|
Non-controlling interests
|
|
7
|
|
1
|
Total comprehensive income for the
period
|
|
508
|
|
556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. There is no
associated tax on amounts reported within OCI, except as reported
for post-employment benefit assets and obligations. Currency
translation items, not reclassified to
profit or loss, are recognised in the hedging or translation
reserve within other reserves and in non-controlling interests.
Other items within OCI are recognised in retained
earnings.
Condensed interim financial statements
Group balance sheet
at 30 September 2024
|
|
|
|
30
September
|
31
March
|
|
|
|
|
2024
|
2023
|
2024
|
|
|
Notes
|
|
US$m
|
US$m
|
US$m
|
|
Non-current assets
|
|
|
|
|
|
|
Goodwill
|
14
|
|
6,570
|
5,727
|
5,962
|
|
Other intangible assets
|
|
|
2,714
|
2,352
|
2,437
|
|
Property, plant and
equipment
|
|
|
359
|
380
|
379
|
|
Investments in associates
|
|
|
12
|
13
|
11
|
|
Deferred tax assets
|
|
|
88
|
49
|
55
|
|
Post-employment benefit
assets
|
16(a)
|
|
206
|
151
|
186
|
|
Trade and other
receivables
|
|
|
202
|
151
|
196
|
|
Financial assets revalued through
OCI
|
|
|
223
|
311
|
234
|
|
Other financial assets
|
|
|
134
|
204
|
174
|
|
|
|
|
10,508
|
9,338
|
9,634
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
1,669
|
1,584
|
1,660
|
|
Current tax assets
|
|
|
66
|
41
|
97
|
|
Other financial assets
|
|
|
20
|
6
|
9
|
|
Cash and cash equivalents -
excluding bank overdrafts
|
18(b)
|
|
245
|
195
|
312
|
|
|
|
|
2,000
|
1,826
|
2,078
|
|
Assets classified as
held-for-sale
|
|
|
-
|
10
|
-
|
|
|
|
|
2,000
|
1,836
|
2,078
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
|
|
(1,785)
|
(1,785)
|
(2,036)
|
|
Borrowings
|
18(b)
|
|
(581)
|
(816)
|
(772)
|
|
Current tax liabilities
|
|
|
(101)
|
(141)
|
(83)
|
|
Provisions
|
|
|
(33)
|
(29)
|
(28)
|
|
Other financial
liabilities
|
|
|
(24)
|
(57)
|
(44)
|
|
|
|
|
(2,524)
|
(2,828)
|
(2,963)
|
|
Net
current liabilities
|
|
|
(524)
|
(992)
|
(885)
|
|
Total assets less current liabilities
|
|
|
9,984
|
8,346
|
8,749
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
|
|
(167)
|
(226)
|
(190)
|
|
Borrowings
|
18(b)
|
|
(4,617)
|
(3,479)
|
(3,494)
|
|
Deferred tax liabilities
|
|
|
(177)
|
(150)
|
(129)
|
|
Post-employment benefit
obligations
|
16(a)
|
|
(40)
|
(35)
|
(39)
|
|
Provisions
|
|
|
(3)
|
(4)
|
(3)
|
|
Financial liabilities revalued
through OCI
|
|
|
-
|
(28)
|
(10)
|
|
Other financial
liabilities
|
|
|
(190)
|
(251)
|
(215)
|
|
|
|
|
(5,194)
|
(4,173)
|
(4,080)
|
Net assets
|
|
|
4,790
|
4,173
|
4,669
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Called-up share capital
|
20
|
|
97
|
97
|
97
|
Share premium account
|
20
|
|
1,837
|
1,815
|
1,819
|
Retained earnings
|
|
|
21,293
|
20,661
|
21,155
|
Other reserves
|
|
|
(18,477)
|
(18,435)
|
(18,437)
|
Attributable to owners of Experian plc
|
|
|
4,750
|
4,138
|
4,634
|
Non-controlling interests
|
|
|
40
|
35
|
35
|
Total equity
|
|
|
4,790
|
4,173
|
4,669
|
Condensed interim financial
statements
Group statement of changes in
equity
for the six months ended 30
September 2024
|
|
Called-up share capital
|
Share
premium account
|
Retained
earnings
|
Other
reserves
|
Attributable to owners
of Experian plc
|
Non-controlling interests
|
Total
equity
|
|
|
(Note
20)
|
(Note
20)
|
|
|
|
|
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
At 1 April 2024
|
97
|
1,819
|
21,155
|
(18,437)
|
4,634
|
35
|
4,669
|
Comprehensive income:
|
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
550
|
-
|
550
|
3
|
553
|
|
Other comprehensive
(expense)/income
|
-
|
-
|
(42)
|
(7)
|
(49)
|
4
|
(45)
|
|
Total comprehensive income/(expense)
|
-
|
-
|
508
|
(7)
|
501
|
7
|
508
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
Employee share incentive
plans:
|
|
|
|
|
|
|
|
|
- value of employee
services
|
-
|
-
|
65
|
-
|
65
|
-
|
65
|
|
- shares issued on
vesting
|
-
|
18
|
-
|
-
|
18
|
-
|
18
|
|
- purchase of shares by employee
trusts
|
-
|
-
|
-
|
(83)
|
(83)
|
-
|
(83)
|
- other vesting of awards and
exercises of share options
|
-
|
-
|
(66)
|
80
|
14
|
-
|
14
|
|
- related tax credit
|
-
|
-
|
7
|
-
|
7
|
-
|
7
|
|
- other payments
|
-
|
-
|
(5)
|
-
|
(5)
|
-
|
(5)
|
|
Purchase of shares held as treasury
shares
|
-
|
-
|
-
|
(30)
|
(30)
|
-
|
(30)
|
|
Transactions with non-controlling
interests
|
-
|
-
|
(1)
|
-
|
(1)
|
(1)
|
(2)
|
|
Dividends paid
|
-
|
-
|
(370)
|
-
|
(370)
|
(1)
|
(371)
|
|
Transactions with owners
|
-
|
18
|
(370)
|
(33)
|
(385)
|
(2)
|
(387)
|
|
At
30 September 2024
|
97
|
1,837
|
21,293
|
(18,477)
|
4,750
|
40
|
4,790
|
Group statement of changes in
equity
for the six months ended 30
September 2023
|
|
Called-up share capital
|
Share
premium account
|
Retained
earnings
|
Other
reserves
|
Attributable to owners
of Experian plc
|
Non-controlling interests
|
Total
equity
|
|
|
(Note
20)
|
(Note
20)
|
|
|
|
|
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
At 1 April 2023
|
96
|
1,799
|
20,447
|
(18,413)
|
3,929
|
35
|
3,964
|
Comprehensive income:
|
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
569
|
-
|
569
|
3
|
572
|
|
Other comprehensive
(expense)/income
|
-
|
-
|
(28)
|
14
|
(14)
|
(2)
|
(16)
|
|
Total comprehensive income
|
-
|
-
|
541
|
14
|
555
|
1
|
556
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
Employee share incentive
plans:
|
|
|
|
|
|
|
|
|
- value of employee
services
|
-
|
-
|
57
|
-
|
57
|
-
|
57
|
|
- shares issued on
vesting
|
1
|
16
|
-
|
-
|
17
|
-
|
17
|
- purchase of shares by employee
trusts
|
-
|
-
|
-
|
(56)
|
(56)
|
-
|
(56)
|
- other vesting of awards and
exercises of share options
|
-
|
-
|
(36)
|
49
|
13
|
-
|
13
|
|
- other payments
|
-
|
-
|
(4)
|
-
|
(4)
|
-
|
(4)
|
|
Purchase of shares held as treasury
shares
|
-
|
-
|
-
|
(29)
|
(29)
|
-
|
(29)
|
|
Transactions with non-controlling
interests
|
-
|
-
|
1
|
-
|
1
|
(1)
|
-
|
|
Dividends paid
|
-
|
-
|
(345)
|
-
|
(345)
|
-
|
(345)
|
|
Transactions with owners
|
1
|
16
|
(327)
|
(36)
|
(346)
|
(1)
|
(347)
|
|
At
30 September 2023
|
97
|
1,815
|
20,661
|
(18,435)
|
4,138
|
35
|
4,173
|
Condensed interim financial
statements
Group cash flow
statement
for the six months ended 30
September 2024
|
|
|
|
Six months ended 30
September
|
|
|
|
|
2024
|
|
2023
|
|
|
Notes
|
|
US$m
|
|
US$m
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Cash generated from
operations
|
17(a)
|
|
975
|
|
973
|
|
Interest paid
|
|
|
(94)
|
|
(90)
|
|
Interest received
|
|
|
7
|
|
6
|
|
Tax paid
|
|
|
(193)
|
|
(251)
|
Net cash inflow from operating
activities
|
|
|
695
|
|
638
|
|
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
|
Purchase of other intangible
assets
|
17(c)
|
|
(283)
|
|
(292)
|
Purchase of property, plant and
equipment
|
|
|
(15)
|
|
(18)
|
Disposal of property, plant and
equipment
|
|
|
1
|
|
1
|
Disposal of assets classified as
held-for-sale
|
|
|
-
|
|
2
|
Purchase of other financial
assets
|
|
|
(28)
|
|
(5)
|
Disposal of other financial
assets
|
|
|
19
|
|
-
|
Acquisition of subsidiaries, net of cash
acquired
|
17(d)
|
|
(781)
|
|
(194)
|
Disposal of operations
|
9(b)
|
|
-
|
|
5
|
Net cash flows used in investing
activities
|
|
|
(1,087)
|
|
(501)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
Cash inflow in respect of shares
issued
|
17(e)
|
|
18
|
|
17
|
Cash outflow in respect of share
purchases
|
17(e)
|
|
(113)
|
|
(64)
|
Other payments on vesting of share
awards
|
|
|
(5)
|
|
(4)
|
Transactions in respect of non-controlling
interests
|
17(d)
|
|
(1)
|
|
-
|
New borrowings1
|
|
|
1,016
|
|
76
|
Repayment of borrowings
|
|
|
(537)
|
|
(7)
|
Net receipts from issuing commercial
paper1
|
|
|
324
|
|
194
|
Principal lease payments
|
|
|
(21)
|
|
(24)
|
Net receipts for derivative
contracts
|
|
|
39
|
|
11
|
Dividends paid
|
|
|
(371)
|
|
(345)
|
Net cash flows from/(used in)
financing activities
|
|
|
349
|
|
(146)
|
|
|
|
|
|
|
|
Net decrease in cash and cash
equivalents
|
|
|
(43)
|
|
(9)
|
|
Cash and cash equivalents at 1
April
|
|
|
300
|
|
198
|
|
Exchange movements on cash and cash
equivalents
|
|
|
(14)
|
|
4
|
Cash and cash equivalents at 30
September
|
17(f)
|
|
243
|
|
193
|
1. Movements in
commercial paper have been analysed separately on the face of the
cash flow statement to reflect their short-term maturity. The total
of new borrowings for the six months ended 30 September 2023 has
been re-presented accordingly.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
1. Corporate information
Experian plc (the Company) is the
ultimate parent company of the Experian group of companies
(Experian or the Group). Experian is the leading global information
services group.
The Company is incorporated and
registered in Jersey as a public company limited by shares and is
resident in Ireland. The Company's registered office is at 22
Grenville Street, St Helier, Jersey JE4 8PX, Channel
Islands.
The Company's ordinary shares are
traded on the London Stock Exchange's Regulated Market as equity
shares (commercial companies).
There has been no change in this
information since the Annual Report for the year ended 31 March
2024, save for a revision of the listing segment classification,
following changes to the UK Financial Conduct Authority's Listing
Rules effected on 29 July 2024.
2. Basis of preparation
The condensed consolidated interim
financial statements (the condensed interim financial statements)
are prepared on the going concern basis and in accordance with
International Accounting Standard (IAS) 34 'Interim Financial
Reporting' (IAS 34) adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the EU, and as adopted for use in the UK
and as issued by the International Accounting Standards Board
(IASB).
The condensed interim financial
statements:
· comprise the consolidated results of the Group for the six
months ended 30 September 2024 and 30 September 2023
· were
approved for issue on 12 November 2024
· have
not been audited but have been reviewed by the Company's auditor
with their report set out on pages 54 and 55
· do
not constitute the Group's statutory financial statements but
should be read in conjunction with the Group's statutory financial
statements for the year ended 31 March 2024.
The Group's statutory financial
statements comprise the Annual Report and audited financial
statements which are prepared in accordance with the Companies
(Jersey) Law 1991 and IFRS Accounting Standards as adopted pursuant
to Regulation (EC) No 1606/2002 as it applies in the European Union
(EU-IFRS), UK-adopted international accounting standards (UK-IFRS)
and IFRS as issued by the International Accounting Standards Board
(IASB-IFRS). EU-IFRS, UK-IFRS, and IASB-IFRS all differ in certain
respects from each other, however the differences have no material
impact for the periods presented.
The most recent such statutory
financial statements, for the year ended 31 March 2024, were
approved by the directors on 14 May 2024 and subsequently delivered
to the Jersey Registrar of Companies. The auditor's report was
unqualified and did not contain a statement under Article 113B(3)
or Article 113B(6) of the Companies (Jersey) Law 1991. Copies of
these financial statements are available on the Company's website,
at experianplc.com, and
from the Company Secretary at 2 Cumberland Place, Fenian Street,
Dublin 2, D02 HY05, Ireland.
The financial information for the
year ended 31 March 2024 included in the condensed interim
financial statements is not the Company's statutory accounts for
that financial year, but has been extracted from the Group's
statutory financial statements.
As required by the UK Financial
Conduct Authority Disclosure Guidance and Transparency Rules
Sourcebook, these condensed interim financial statements have been
prepared applying the accounting policies and presentation that
were applied in the preparation of the Group's statutory financial
statements for the year ended 31 March 2024.
No significant events impacting
the Group, other than those disclosed in this document, have
occurred between 1 October and 12 November 2024.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
2. Basis of preparation (continued)
Going concern
Our going concern assessment
focuses on immediately available sources of liquidity to fund our
anticipated trading pattern, plus anticipated acquisition spend,
returns to shareholders and capital investment, ensuring we always
maintain a comfortable margin of headroom in case of the
unexpected. We also perform a review of indicators typical of
emerging going concern issues, and have identified none.
The directors believe that the
Group is well placed to manage its financing and other business
risks satisfactorily to continue to meet its liabilities as they
fall due, and have a reasonable expectation that the Group will
have adequate resources to continue in operational existence for at
least 12 months from the date of signing these condensed interim financial statements. The directors
therefore consider it appropriate to adopt the going concern basis
of accounting in preparing the condensed interim financial
statements. In reaching this conclusion, the directors noted the
Group's solid cash performance in the period and the substantial
undrawn committed bank borrowing facilities at 30 September 2024 of
US$2.1bn (2023: US$2.3bn) which had an average remaining tenor of
four years (2023: two years).
3. Climate-related
matters
As an information services business,
our main environmental impact is the carbon footprint generated
from our operations and value chain. The majority of our footprint
is made up of greenhouse gas emissions from Purchased Goods and
Services and Upstream Leased Assets including third-party data
centres, with emissions from our direct operations making up
approximately 3% of total emissions.
We are committed to reducing our
carbon emissions and to becoming carbon neutral in our own
operations by 2030. We continue to develop our plans to decarbonise
our business further and reduce energy consumption at our data
centres and across the Group. We have reduced our Scope 1 and 2
emissions in excess of 75% since 2019.
We recognise the importance of
identifying and effectively managing the physical and transitional
risks that climate change poses to our operations and consider the
impact of climate-related matters, including legislation, on our
business. The current climate change scenario analyses undertaken
in line with Task Force on Climate-related Financial Disclosures
(TCFD) recommendations did not identify any material impact on the
Group's financial results or on going concern or
viability.
The following climate change
considerations were made in preparing these condensed interim
financial statements:
· The
impact in the going concern period or on the viability of the Group
over the next three years.
· The
impact on factors such as residual values, useful lives and
depreciation methods that determine the carrying value of
non-current assets.
· The
impact on forecasts of cash flows used in impairment assessments
for the value-in-use of non-current assets including goodwill (note
14).
· The
impact on forecasts of cash flows used in the fair value
measurement of assets and liabilities (note 23(d)).
· The
impact on post-employment benefit assets (note 16).
At present, there is no material
impact of climate-related matters on the Group's financial results
or on going concern or viability.
4. Accounting and other developments
There have been no accounting
standards, amendments or interpretations effective for the first
time in these condensed interim financial statements which have had
a material impact on the Group's consolidated results or financial
position.
On 9 April 2024, the IASB issued
IFRS 18 'Presentation and Disclosure in Financial Statements',
which is expected to be effective for Experian for the year ending
31 March 2028, subject to UK and EU endorsement. IFRS 18 sets out
requirements for the presentation and disclosure of information in
general purpose financial statements and replaces IAS 1
'Presentation of Financial Statements'. Our assessment of the
impact of IFRS 18 on the Group financial statements has commenced;
areas of potential change have been noted and are undergoing
further review.
There are no other new standards,
amendments to existing standards or interpretations that are not
yet effective that are expected to have a material impact on the
Group's financial results. Accounting developments are routinely
reviewed by the Group and its financial reporting systems are
adapted as appropriate.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
5. Accounting policies, estimates and
judgments
(a) Introduction
The preparation of the condensed
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 these
condensed 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. There have been no significant changes in the bases upon
which estimates have been determined, compared to those applied at
31 March 2024, and no change in an estimate has had a material
effect in the current period.
The accounting policies applied in
these condensed interim financial statements are the same as those
applied in the Annual Report and Group financial statements for the
year ended 31 March 2024.
(b) Goodwill (note 14)
Goodwill held in the Group's
balance sheet is tested annually for impairment, or more frequently
if there is an indication that it may be impaired and details of
the methodology used are set out in the Group's statutory financial
statements for the year ended 31 March 2024.
During the six months ended 30
September 2024 the annual tests were performed with no impairment
identified.
(c) Acquisition intangibles (note 22)
On acquisition, specific
intangible assets are identified and recognised separately from
goodwill and then amortised over their estimated useful lives.
These include items such as brand names and customer lists, to
which value is first attributed at the time of acquisition. The
capitalisation of these assets and the related amortisation charges
are based on estimates of the value and economic life of such
items. The economic lives of acquisition intangibles are estimated
at between one and 20 years. Amortisation methods, useful lives and
residual values are reviewed at each reporting date and adjusted if
appropriate.
(d) Post-employment benefits (note 16)
We have updated the accounting
valuation of our principal defined benefit pension plan in light of
changes in the key actuarial assumptions, and this is recognised in
these condensed interim financial statements. The actuarial
assumption with the most significant impact at 30 September 2024 is
the discount rate of 5.1% (2023: 5.7%). The discount rate used at
31 March 2024 was 4.9%.
(e) Contingent consideration (note 23 (c))
The initially recorded cost of an
acquisition includes a reasonable estimate of the fair value of any
contingent amounts expected to be payable in the future. Any cost
or benefit arising when such estimates are revised is recognised in
the Group income statement (note 9(a)).
(f) Provisions and contingencies
A contingent liability is
disclosed where the likelihood of a loss arising is possible rather
than probable. A provision is recognised when it is probable that
an outflow of resources will be required to settle an obligation,
and a reliable estimate can be made of the amount.
The provision is measured at the
best estimate of the expenditure required to settle the obligation
at the reporting date, discounted at a pre-tax rate reflecting
current market assessments of the time value of money and risks
specific to the liability. The unwinding of the discount is
recognised as a finance expense in the Group income statement. In
making its estimates, management takes into account the advice of
legal counsel.
In the case of pending and
threatened litigation claims, management forms a judgment as to the
likelihood of ultimate liability. No liability is recognised where
the likelihood of any loss arising is possible rather than
probable.
(g) Put options (note 23 (c))
Where put option agreements are in
place in respect of shares held by non-controlling shareholders,
the liability is stated at the present value of the expected future
payments. Such liabilities are shown as financial liabilities in
the Group balance sheet. The change in the value of such options is
recognised in the Group income statement as a financing fair value
remeasurement within net finance expense, while any change in that
value attributable to exchange rate movements is recognised
directly in OCI.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
5. Accounting policies, estimates and judgments
(continued)
(h) Revenue recognition (note
7)
Revenue is stated net of any sales
taxes, rebates and discounts and reflects the amount of
consideration we expect to receive in exchange for the transfer of
promised goods and services.
Total consideration from contracts
with customers is allocated to the performance obligations
identified based on their standalone selling price, and is
recognised when those performance obligations are satisfied and the
control of goods or services is transferred to the customer, either
over time or at a point in time.
Total consideration only includes
variable consideration if it is highly probable a significant
reversal will not occur. Estimates of variable consideration are
not typically included within recognised revenue, as the
uncertainty surrounding variable consideration is normally resolved
once the performance obligation is satisfied or begins to be
satisfied. Inflationary increases based on external indices are
treated as variable consideration and only recognised when they
become certain.
· The
provision and processing of transactional data is distinguished
between contracts that:
- provide a service on a per unit basis, where the transfer to
the customer of each completed unit is considered satisfaction of a
single performance obligation. Revenue is recognised on the
transfer of each unit
- provide a service to the customer over the contractual term,
normally between one and five years, where revenue is recognised on
the transfer of this service to customers. For the majority of
contracts this means revenue is spread evenly over the contract
term, as customers simultaneously receive and consume the benefits
of the service
- require an enhanced service at the start, where revenue is
recognised to reflect the upfront benefit the customer receives and
consumes. Revenue for such contracts is recognised proportionally
in line with the costs of providing the service.
· Revenue from referral fees for credit products and
white-label partnerships is recognised as transactional
revenue.
· Revenue from transactional batch data arrangements that
include an ongoing update service is apportioned across each
delivery to the customer and is recognised when the delivery is
complete, and control of the batch data passes to the customer.
Performance obligations are determined based on the frequency of
data refresh: one-off, quarterly, monthly, or real-time.
· Subscription and membership fees for continuous access to a
service are recognised over the period to which they relate,
usually 1, 12 or 24 months. Customers simultaneously receive and
consume the benefits of the service; therefore, revenue is
recognised evenly over the subscription or membership
term.
· Revenue for one-off credit reports is recognised when the
report is delivered to the consumer.
· Software licence and implementation services are primarily
accounted for as a single performance obligation, with revenue
recognised when the combined offering is delivered to the customer.
Contract terms normally vary between one and five years. These
services are distinguished between:
- Experian-hosted or Software as a Service (SaaS) solutions,
where the customer has the right to access a software solution over
a specified time period. Customers simultaneously receive and
consume the benefits of the service and revenue is spread evenly
over the period that the service is available.
- On-premise software licence arrangements, where the software
solution is installed in an environment controlled by the customer.
The arrangement represents a right to use licence and so the
performance obligation is considered to be fulfilled on delivery
completion, when control of the configured solution is passed to
the customer. Revenue is recognised at that point in
time.
· The
delivery of support and maintenance agreements is generally
considered to be a separate performance obligation to provide a
technical support service including minor updates. Contract terms
are often aligned with licence terms. Customers simultaneously
receive and consume the benefits of the service, therefore revenue
is spread evenly over the term of the maintenance
period.
· The
provision of distinct standalone consultancy and professional
services is distinguished between:
- Professional consultancy services where the performance
obligation is the provision of personnel. Customers simultaneously
receive and consume the benefits of the service, and revenue is
recognised over time, in line with hours provided.
- The
provision of analytical models and analyses, where the performance
obligation is a deliverable, or a series of deliverables, and
revenue is recognised on delivery when control is passed to the
customer.
Sales are typically invoiced in
the geographic area in which the customer is located. As a result,
the geographic location of the invoicing undertaking is used to
attribute revenue to individual countries.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
5. Accounting policies, estimates and judgments
(continued)
(h) Revenue recognition (note 7)
(continued)
Accrued income balances, which
represent the right to consideration in exchange for goods or
services that we have transferred to a customer, are assessed as to
whether they meet the definition of a contract asset:
· When
the right to consideration is conditional on something other than
the passage of time, a balance is classified as a contract asset.
This arises where there are further performance obligations to be
satisfied as part of the contract with the customer and typically
includes balances relating to software licencing
contracts.
· When
the right to consideration is conditional only on the passage of
time, the balance does not meet the definition of a contract asset
and is classified as an unbilled receivable. This typically arises
where the timing of the related billing cycle occurs in a period
after the performance obligation is satisfied.
Costs incurred prior to the
satisfaction or partial satisfaction of a performance obligation
are first assessed to see if they are within the scope of other
standards. Where they are not, certain costs are recognised as an
asset providing they relate directly to a contract (or an
anticipated contract), generate or enhance resources that will be
used in satisfying (or to continue to satisfy) performance
obligations in the future and are expected to be recovered from the
customer. Costs which meet these criteria are deferred as contract
costs and these are amortised on a systematic basis consistent with
the pattern of transfer of the related goods or
services.
· Costs to obtain a contract predominantly comprise sales
commissions.
· Costs to fulfil a contract predominantly comprise labour
costs directly relating to the implementation services
provided.
If evidence emerges that a
contract is loss making, no further costs are capitalised and any
related contract assets are reviewed for impairment. A provision
for future losses is established when the unavoidable costs of the
contract exceed the economic benefits expected to be
received.
Contract liabilities arise when we
have an obligation to transfer future goods or services to a
customer for which we have received consideration, or the amount is
due from the customer and includes both deferred income balances
and specific reserves.
(i) Tax (note 11)
The tax charge recognised in the
period is derived from the estimated tax rate for the full year,
taking account of one-off tax charges and credits arising in the
period and expected to arise in the full year, and the tax effect
of Exceptional items and other adjustments made to derive Benchmark
PBT.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
6. Use of non-GAAP measures in the condensed interim
financial statements
As detailed below, the Group has
identified and defined certain measures that it uses to understand
and manage its performance. The measures are not defined under IFRS
and they may not be directly comparable with other companies'
adjusted performance measures. These non-GAAP measures are not
intended to be a substitute for any IFRS measures of performance
but management considers them to be key measures used for assessing
the underlying performance of our business.
(a) Benchmark profit before tax (Benchmark PBT) (note 7(a)
and note 8)
Benchmark PBT is disclosed to
indicate the Group's underlying profitability. It is defined as
profit before amortisation and impairment of acquisition
intangibles, impairment of goodwill, acquisition expenses,
adjustments to contingent consideration, Exceptional items,
financing fair value remeasurements, tax (and interest thereon) and
discontinued operations. It includes the Group's share of
continuing associates' Benchmark post-tax results.
An explanation of the basis on
which we report Exceptional items is provided in note 6(l). Other
adjustments, in addition to Exceptional items, made to derive
Benchmark PBT are explained as follows:
· Charges for the amortisation and impairment of acquisition
intangibles are excluded from the calculation of Benchmark PBT
because these charges are based on judgments about their value and
economic life and bear no relation to the Group's underlying
ongoing performance. Impairment of goodwill is similarly excluded
from the calculation of Benchmark PBT.
· Acquisition and disposal expenses (representing the
incidental costs of acquisitions and disposals, one-time
integration costs and other corporate transaction expenses)
relating to successful, active or aborted acquisitions and
disposals are excluded from the definition of Benchmark PBT as they
bear no relation to the Group's underlying ongoing performance or
to the performance of any acquired businesses. Adjustments to
contingent consideration are similarly excluded from the definition
of Benchmark PBT.
· Charges and credits for financing fair value remeasurements
within finance expense in the Group income statement are excluded
from the definition of Benchmark PBT. These include retranslation
of intra-Group funding, and that element of the Group's derivatives
that is ineligible for hedge accounting, together with gains and
losses on put options in respect of acquisitions. Amounts
recognised generally arise from market movements and accordingly
bear no direct relation to the Group's underlying
performance.
(b) Benchmark earnings before
interest and tax (Benchmark EBIT) and margin (Benchmark EBIT
margin) (note 7(a) and note
8)
Benchmark EBIT is defined as
Benchmark PBT before the net interest expense charged therein and
accordingly excludes Exceptional items as defined below. Benchmark
EBIT margin is Benchmark EBIT from ongoing activities expressed as
a percentage of revenue from ongoing activities.
(c) Benchmark earnings before
interest, tax, depreciation and amortisation (Benchmark EBITDA)
(Appendix 4)
Benchmark EBITDA is defined as
Benchmark EBIT before the depreciation and amortisation charged
therein.
(d) Exited business activities
(note 7(a) and note 8)
Exited business activities are
businesses sold, closed or identified for closure during a
financial year. These are treated as exited business activities for
both revenue and Benchmark EBIT purposes. The results of exited
business activities are disclosed separately with the results of
the prior period re-presented in the segmental analyses as
appropriate. This measure differs from the definition of
discontinued operations in IFRS 5 'Non-current Assets Held for Sale
and Discontinued Operations'.
(e) Ongoing activities (note
7(a) and note 8)
The results of businesses trading
at 30 September 2024, that are not disclosed as exited business
activities, are reported as ongoing activities.
(f) Constant exchange
rates
To highlight our organic
performance, we discuss our results in terms of growth at constant
exchange rates, unless otherwise stated. This represents growth
calculated after translating both years' performance at the prior
year's average exchange rates.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
6. Use of non-GAAP measures in the condensed interim
financial statements (continued)
(g) Total growth (note
7(c))
This is the year-on-year change in
the performance of our activities at actual exchange rates. Total
growth at constant exchange rates removes the translational foreign
exchange effects arising on the consolidation of our activities and
comprises one of our measures of performance at constant exchange
rates.
(h) Organic revenue growth (note
7(c))
This is the year-on-year change in
the revenue of ongoing activities, translated at constant exchange
rates, excluding acquisitions until the first anniversary of their
consolidation.
(i) Benchmark earnings and Total
Benchmark earnings (note 12)
Benchmark earnings comprises
Benchmark PBT less attributable tax and non-controlling interests.
The attributable tax for this purpose excludes significant tax
credits and charges arising in the year which, in view of their
size or nature, are not comparable with previous years, together
with tax arising on Exceptional items and on other adjustments made
to derive Benchmark PBT. Benchmark PBT less attributable tax is
designated as Total Benchmark earnings.
(j) Benchmark earnings per share
(Benchmark EPS) (note 12(a))
Benchmark EPS comprises Benchmark
earnings divided by the weighted average number of issued ordinary
shares, as adjusted for own shares held.
(k) Benchmark tax charge and rate
(note 11(b))
The Benchmark tax charge is the
tax charge applicable to Benchmark PBT. It differs from the tax
charge by tax attributable to Exceptional items and other
adjustments made to derive Benchmark PBT, and exceptional tax
charges. A reconciliation is provided in note 11(b) to these
condensed interim financial statements. The Benchmark effective
rate of tax is calculated by dividing the Benchmark tax charge by
Benchmark PBT.
(l) Exceptional items (note
9(a))
The separate reporting of
Exceptional items gives an indication of the Group's underlying
performance. Exceptional items include those arising from the
profit or loss on disposal of businesses, closure costs of
significant operations (including onerous global support costs
associated with those operations), costs of significant
restructuring programmes and other financially significant one-off
items. All other restructuring costs are charged against
Benchmark EBIT, in the
segments in which they are incurred.
(m) Benchmark operating and
Benchmark free cash flow (note 17(g) and Appendix 4)
Benchmark operating cash flow
is Benchmark EBIT
plus amortisation, depreciation and charges in respect of
share-based incentive plans, less capital expenditure net of
disposal proceeds and adjusted for changes in working capital,
principal lease payments and the Group's share of the Benchmark
profit or loss retained in continuing associates. Benchmark free
cash flow is derived from Benchmark operating cash flow by
excluding net interest, tax paid in respect of continuing
operations and dividends paid to non-controlling
interests.
(n) Cash flow conversion (note
17(g))
Cash flow conversion is Benchmark
operating cash flow expressed as a percentage of Benchmark
EBIT.
(o) Net debt and Net funding
(note 18)
Net debt is borrowings (and the
fair value of derivatives hedging borrowings) excluding accrued
interest, less cash and cash equivalents and other highly liquid
bank deposits with original maturities greater than three months.
Net funding is borrowings (and the fair value of the effective
portion of derivatives hedging borrowings) excluding accrued
interest, less cash held in Group Treasury.
(p) Return on capital employed
(ROCE) (note 7(e)(iii))
ROCE is defined as Benchmark EBIT
less tax at the Benchmark rate divided by a three-point average of
capital employed, in continuing operations, over the year. Capital
employed is net assets less non-controlling interests and
right-of-use assets, further adjusted to add or deduct the net tax
liability or asset and to add Net debt.
Notes to the condensed
interim financial statements
for the six months ended 30
September 2024
7. Segment information
(a) Income statement
|
North
America
|
Latin
America
|
UK and Ireland
|
EMEA and
Asia Pacific
|
Total operating
segments
|
Central
Activities
|
Total
Group
|
Six months ended 30 September
2024
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
Revenue from external customers
|
|
|
|
|
|
|
|
Ongoing activities
|
2,466
|
512
|
413
|
226
|
3,617
|
-
|
3,617
|
Exited business activities
|
-
|
6
|
-
|
5
|
11
|
-
|
11
|
Total
|
2,466
|
518
|
413
|
231
|
3,628
|
-
|
3,628
|
Reconciliation from Benchmark EBIT
to
profit/(loss) before tax
|
|
|
|
|
|
|
|
Benchmark EBIT
|
|
|
|
|
|
|
|
Ongoing activities
|
850
|
144
|
78
|
1
|
1,073
|
(62)
|
1,011
|
Exited business activities
|
-
|
(4)
|
1
|
(9)
|
(12)
|
-
|
(12)
|
Total
|
850
|
140
|
79
|
(8)
|
1,061
|
(62)
|
999
|
|
Net interest (expense)/income
included in
Benchmark PBT (note
10(b))
|
(1)
|
(1)
|
1
|
(1)
|
(2)
|
(68)
|
(70)
|
Benchmark PBT
|
849
|
139
|
80
|
(9)
|
1,059
|
(130)
|
929
|
|
Exceptional items (note
9(a))
|
(3)
|
(1)
|
(7)
|
-
|
(11)
|
(2)
|
(13)
|
|
Amortisation of acquisition
intangibles
|
(57)
|
(10)
|
(4)
|
(24)
|
(95)
|
-
|
(95)
|
|
Acquisition and disposal
expenses
|
-
|
(4)
|
(1)
|
(3)
|
(8)
|
-
|
(8)
|
|
Adjustment to the fair value of
contingent consideration
|
4
|
(6)
|
-
|
-
|
(2)
|
-
|
(2)
|
|
Financing fair value remeasurements
(note 10(c))
|
-
|
-
|
-
|
-
|
-
|
(93)
|
(93)
|
Profit/(loss) before tax
|
793
|
118
|
68
|
(36)
|
943
|
(225)
|
718
|
|
|
|
|
|
|
|
|
|
|
North
America
|
Latin
America
|
UK and Ireland
|
EMEA and
Asia Pacific
|
Total operating
segments
|
Central
Activities
|
Total
Group
|
Six months ended 30 September
20231
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
Revenue from external customers
|
|
|
|
|
|
|
|
Ongoing activities
|
2,288
|
506
|
395
|
210
|
3,399
|
-
|
3,399
|
Exited business activities
|
-
|
10
|
2
|
13
|
25
|
-
|
25
|
Total
|
2,288
|
516
|
397
|
223
|
3,424
|
-
|
3,424
|
Reconciliation from Benchmark EBIT
to
profit/(loss) before tax
|
|
|
|
|
|
|
|
Benchmark EBIT
|
|
|
|
|
|
|
|
Ongoing activities before transfer pricing
and other adjustments
|
791
|
139
|
71
|
(4)
|
997
|
(65)
|
932
|
Transfer pricing and other allocation
adjustments
|
(16)
|
1
|
6
|
8
|
(1)
|
1
|
-
|
Ongoing activities
|
775
|
140
|
77
|
4
|
996
|
(64)
|
932
|
Exited business activities
|
-
|
(2)
|
1
|
(3)
|
(4)
|
-
|
(4)
|
Total
|
775
|
138
|
78
|
1
|
992
|
(64)
|
928
|
|
Net interest (expense)/income
included in
Benchmark PBT (note
10(b))
|
(2)
|
(1)
|
1
|
-
|
(2)
|
(66)
|
(68)
|
Benchmark PBT
|
773
|
137
|
79
|
1
|
990
|
(130)
|
860
|
|
Exceptional items (note
9(a))
|
(1)
|
-
|
-
|
5
|
4
|
-
|
4
|
|
Amortisation of acquisition
intangibles
|
(55)
|
(10)
|
(3)
|
(27)
|
(95)
|
-
|
(95)
|
|
Acquisition and disposal
expenses
|
4
|
(8)
|
(5)
|
(4)
|
(13)
|
-
|
(13)
|
|
Adjustment to the fair value of
contingent consideration
|
(21)
|
(3)
|
-
|
-
|
(24)
|
-
|
(24)
|
|
Financing fair value remeasurements
(note 10(c))
|
-
|
-
|
-
|
-
|
-
|
31
|
31
|
Profit/(loss) before tax
|
700
|
116
|
71
|
(25)
|
862
|
(99)
|
763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Revenue of US$15m
and Benchmark EBIT of US$(3)m for the six months ended 30 September
2023 have been re-presented for the reclassification to exited
business activities of certain B2B businesses.
Additional information by
operating segment, including that on total and organic growth at
constant exchange rates is provided within pages 3 to
11.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
7. Segment information
(continued)
(b) Revenue by business
segment
The additional analysis of revenue
from external customers provided to the chief operating
decision-maker and accordingly reportable under IFRS 8 'Operating
Segments' is given within note 8. This is supplemented by voluntary
disclosure of the profitability of groups of service lines. For
ease of reference, we continue to use the term 'business segments'
when discussing the results of groups of service lines.
(c) Reconciliation of revenue from ongoing
activities
|
North
America
|
Latin
America
|
UK and Ireland
|
EMEA and
Asia Pacific
|
Total ongoing
activities
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
Revenue for the six months ended 30 September
20231
|
2,288
|
506
|
395
|
210
|
3,399
|
Adjustment to constant exchange
rates
|
-
|
(4)
|
(2)
|
-
|
(6)
|
Revenue at constant rates for the six months
ended 30 September 2023
|
2,288
|
502
|
393
|
210
|
3,393
|
Organic revenue growth
|
168
|
35
|
7
|
15
|
225
|
Revenue from acquisitions
|
10
|
15
|
3
|
1
|
29
|
Revenue at constant rates for the six months
ended 30 September 2024
|
2,466
|
552
|
403
|
226
|
3,647
|
Adjustment to actual exchange
rates
|
-
|
(40)
|
10
|
-
|
(30)
|
Revenue for the six months ended 30 September
2024
|
2,466
|
512
|
413
|
226
|
3,617
|
Organic revenue growth at
constant exchange rates
|
7%
|
7%
|
2%
|
7%
|
7%
|
Revenue growth at constant exchange
rates
|
8%
|
10%
|
3%
|
8%
|
7%
|
1. Revenue for the six
months ended 30 September 2023 has been re-presented for the
reclassification to exited business activities of certain B2B
businesses.
The table above demonstrates the
application of the methodology set out in note 6 in determining
organic and total revenue growth at constant exchange
rates.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
7. Segment information
(continued)
(d) Disaggregation of revenue from contracts with
customers
|
North
America
|
Latin
America
|
UK and Ireland
|
EMEA and
Asia Pacific
|
Total operating
segments
|
Six months ended 30 September
2024
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
Revenue from
external customers
|
|
|
|
|
|
Data
|
1,191
|
294
|
204
|
156
|
1,845
|
Decisioning
|
465
|
101
|
116
|
70
|
752
|
Business-to-Business
|
1,656
|
395
|
320
|
226
|
2,597
|
Consumer Services
|
810
|
117
|
93
|
-
|
1,020
|
Ongoing activities
|
2,466
|
512
|
413
|
226
|
3,617
|
Exited business activities
|
-
|
6
|
-
|
5
|
11
|
Total
|
2,466
|
518
|
413
|
231
|
3,628
|
|
|
|
|
|
|
|
North
America
|
Latin
America
|
UK and Ireland
|
EMEA and Asia Pacific
|
Total operating
segments
|
Six months ended 30 September
20231
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
Revenue from
external customers
|
|
|
|
|
|
Data
|
1,101
|
312
|
199
|
147
|
1,759
|
Decisioning
|
427
|
97
|
110
|
63
|
697
|
Business-to-Business
|
1,528
|
409
|
309
|
210
|
2,456
|
Consumer Services
|
760
|
97
|
86
|
-
|
943
|
Ongoing activities
|
2,288
|
506
|
395
|
210
|
3,399
|
Exited business activities
|
-
|
10
|
2
|
13
|
25
|
Total
|
2,288
|
516
|
397
|
223
|
3,424
|
1. Revenue for the six
months ended 30 September 2023 has been re-presented for the
reclassification to exited business activities of certain B2B
businesses, and includes Latin America, UK and Ireland and EMEA and
Asia Pacific Data revenue of US$8m, US$2m and US$5m
respectively.
Revenue in respect of exited
business activities of US$11m (2023: US$25m) comprises Latin
America, UK and Ireland and EMEA and Asia Pacific Data revenue of
US$6m (2023: US$10m), US$nil (2023: US$2m) and US$3m (2023: US$6m)
and EMEA and Asia Pacific Decisioning revenue of US$2m (2023:
US$7m) respectively.
Data revenue is predominantly
transactional with a portion from licence fees.
Decisioning revenue is derived
from:
· software and system sales, and includes recurring licence
fees, consultancy and implementation fees, and transactional
charges
· credit score fees which are primarily
transactional
· analytics income comprising a mix of consultancy and
professional fees as well as transactional revenue.
Consumer Services revenue
primarily comprises monthly subscription and one-off fees, and
referral fees for financial products and white-label
partnerships.
The timing of revenue recognition
in relation to these revenue streams is discussed in note
5(h).
Notes to the condensed
interim financial statements
for the six months ended 30
September 2024
7. Segment information (continued)
(e) Balance sheet
(i) Net
assets/(liabilities)
|
North
America
|
Latin
America
|
UK and Ireland
|
EMEA and Asia Pacific
|
Total operating
segments
|
Central
Activities and other
|
Total
Group
|
At 30 September 2024
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
Goodwill
|
3,952
|
943
|
781
|
8941
|
6,570
|
-
|
6,570
|
Investments in associates
|
4
|
-
|
8
|
-
|
12
|
-
|
12
|
Right-of-use assets
|
48
|
11
|
36
|
20
|
115
|
5
|
120
|
Other assets
|
2,615
|
871
|
612
|
657
|
4,755
|
1,051
|
5,806
|
Total assets
|
6,619
|
1,825
|
1,437
|
1,571
|
11,452
|
1,056
|
12,508
|
Lease obligations
|
(62)
|
(13)
|
(41)
|
(22)
|
(138)
|
(5)
|
(143)
|
Other liabilities
|
(1,113)
|
(471)
|
(279)
|
(205)
|
(2,068)
|
(5,507)
|
(7,575)
|
Total liabilities
|
(1,175)
|
(484)
|
(320)
|
(227)
|
(2,206)
|
(5,512)
|
(7,718)
|
Net assets/(liabilities)
|
5,444
|
1,341
|
1,117
|
1,344
|
9,246
|
(4,456)
|
4,790
|
1.
Includes the provisional goodwill arising on the acquisition of
illion of US$389m (note 14(b)).
|
North
America
|
Latin
America
|
UK and Ireland
|
EMEA and Asia Pacific
|
Total operating
segments
|
Central
Activities and other
|
Total
Group
|
At 30 September 2023
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
Goodwill
|
3,662
|
874
|
718
|
473
|
5,727
|
-
|
5,727
|
Investments in associates
|
4
|
-
|
9
|
-
|
13
|
-
|
13
|
Right-of-use assets
|
63
|
15
|
36
|
19
|
133
|
5
|
138
|
Assets classified as
held-for-sale
|
-
|
-
|
-
|
-
|
-
|
10
|
10
|
Other assets
|
2,467
|
812
|
533
|
469
|
4,281
|
1,005
|
5,286
|
Total assets
|
6,196
|
1,701
|
1,296
|
961
|
10,154
|
1,020
|
11,174
|
Lease obligations
|
(79)
|
(18)
|
(36)
|
(20)
|
(153)
|
(4)
|
(157)
|
Other liabilities
|
(1,218)
|
(401)
|
(256)
|
(168)
|
(2,043)
|
(4,801)
|
(6,844)
|
Total liabilities
|
(1,297)
|
(419)
|
(292)
|
(188)
|
(2,196)
|
(4,805)
|
(7,001)
|
Net assets/(liabilities)
|
4,899
|
1,282
|
1,004
|
773
|
7,958
|
(3,785)
|
4,173
|
(ii) Central Activities and
other
|
30
September
|
|
2024
|
|
2023
|
|
Assets
|
Liabilities
|
Net
assets/
(liabilities)
|
|
Assets
|
Liabilities
|
Net
assets/
(liabilities)
|
|
US$m
|
US$m
|
US$m
|
|
US$m
|
US$m
|
US$m
|
Central Activities
|
619
|
(124)
|
495
|
|
733
|
(170)
|
563
|
Net debt1
|
283
|
(5,110)
|
(4,827)
|
|
197
|
(4,344)
|
(4,147)
|
Tax (current and deferred)
|
154
|
(278)
|
(124)
|
|
90
|
(291)
|
(201)
|
|
1,056
|
(5,512)
|
(4,456)
|
|
1,020
|
(4,805)
|
(3,785)
|
1. Net debt comprises
amounts reported within Central Activities plus lease obligations
in operating segments, net of interest of US$137m (2023:
US$153m).
(iii) Capital
employed
|
|
30
September
|
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
North America
|
5,444
|
4,899
|
Latin America
|
1,341
|
1,282
|
UK and Ireland
|
1,117
|
1,004
|
EMEA and Asia Pacific
|
1,344
|
773
|
Total operating segments
|
9,246
|
7,958
|
Central Activities
|
495
|
563
|
Add: lease obligations in operating
segments
|
138
|
153
|
Less: accrued interest on lease obligations
in operating segments
|
(1)
|
-
|
Less: right-of-use assets
|
(120)
|
(138)
|
Less: non-controlling interests
|
(40)
|
(35)
|
Capital employed attributable to
owners
|
9,718
|
8,501
|
|
|
|
|
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
8. Information on business segments (including non-GAAP
disclosures)
|
Business-to-
Business
|
Consumer
Services
|
Total business
segments
|
Central
Activities
|
Total
Group
|
Six months ended 30 September
2024
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
|
|
|
|
|
|
Revenue from external customers
|
|
|
|
|
|
Ongoing activities
|
2,597
|
1,020
|
3,617
|
-
|
3,617
|
Exited business activities
|
11
|
-
|
11
|
-
|
11
|
Total
|
2,608
|
1,020
|
3,628
|
-
|
3,628
|
|
Reconciliation from Benchmark EBIT to
profit/(loss) before tax
|
|
|
|
|
|
Benchmark EBIT
|
|
|
|
|
|
|
Ongoing activities
|
789
|
284
|
1,073
|
(62)
|
1,011
|
|
Exited business
activities
|
(13)
|
1
|
(12)
|
-
|
(12)
|
|
Total
|
776
|
285
|
1,061
|
(62)
|
999
|
|
Net interest expense
included in Benchmark PBT (note 10(b))
|
(1)
|
(1)
|
(2)
|
(68)
|
(70)
|
Benchmark PBT
|
775
|
284
|
1,059
|
(130)
|
929
|
|
Exceptional items (note
9(a))
|
(6)
|
(5)
|
(11)
|
(2)
|
(13)
|
|
Amortisation of acquisition
intangibles
|
(81)
|
(14)
|
(95)
|
-
|
(95)
|
|
Acquisition and disposal
expenses
|
(11)
|
3
|
(8)
|
-
|
(8)
|
|
Adjustment to the fair value of
contingent consideration
|
-
|
(2)
|
(2)
|
-
|
(2)
|
|
Financing fair value remeasurements
(note 10(c))
|
-
|
-
|
-
|
(93)
|
(93)
|
Profit/(loss) before tax
|
677
|
266
|
943
|
(225)
|
718
|
|
|
|
|
|
|
|
|
Business-to-
Business
|
Consumer
Services
|
Total business
segments
|
Central
Activities
|
Total
Group
|
Six months ended 30 September
20231
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
|
|
|
|
|
|
Revenue from external customers
|
|
|
|
|
|
Ongoing activities
|
2,456
|
943
|
3,399
|
-
|
3,399
|
Exited business activities
|
25
|
-
|
25
|
-
|
25
|
Total
|
2,481
|
943
|
3,424
|
-
|
3,424
|
|
Reconciliation from Benchmark EBIT to
profit/(loss) before tax
|
|
|
|
|
|
Benchmark EBIT
|
|
|
|
|
|
|
Ongoing activities before transfer
pricing and other adjustments
|
753
|
244
|
997
|
(65)
|
932
|
|
Transfer pricing and other
allocation adjustments
|
4
|
(5)
|
(1)
|
1
|
-
|
|
Ongoing activities
|
757
|
239
|
996
|
(64)
|
932
|
|
Exited business
activities
|
(5)
|
1
|
(4)
|
-
|
(4)
|
|
Total
|
752
|
240
|
992
|
(64)
|
928
|
|
Net interest expense
included in Benchmark PBT (note 10(b))
|
(1)
|
(1)
|
(2)
|
(66)
|
(68)
|
Benchmark PBT
|
751
|
239
|
990
|
(130)
|
860
|
|
Exceptional items (note
9(a))
|
4
|
-
|
4
|
-
|
4
|
|
Amortisation of acquisition
intangibles
|
(79)
|
(16)
|
(95)
|
-
|
(95)
|
|
Acquisition and disposal
expenses
|
(8)
|
(5)
|
(13)
|
-
|
(13)
|
|
Adjustment to the fair value of
contingent consideration
|
(24)
|
-
|
(24)
|
-
|
(24)
|
|
Financing fair value remeasurements
(note 10(c))
|
-
|
-
|
-
|
31
|
31
|
Profit/(loss) before tax
|
644
|
218
|
862
|
(99)
|
763
|
1. Revenue of US$15m
and Benchmark EBIT of US$(3)m for the six months ended 30 September
2023 have been re-presented for the reclassification to exited
business activities of certain B2B businesses.
Additional information by business
segment, including that on total and organic growth at constant
exchange rates is provided within pages 3 to 11 and within Appendix
3 on page 16.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
9. Exceptional items and other adjustments made to derive
Benchmark PBT
(a) Net charge for Exceptional items and other adjustments
made to derive Benchmark PBT
|
|
|
Six months ended 30
September
|
|
|
|
2024
|
2023
|
|
|
|
US$m
|
US$m
|
|
Exceptional items:
|
|
|
|
|
Profit on disposal of operations
(note 9(b))
|
|
-
|
(5)
|
|
Restructuring costs (note
9(c))
|
|
24
|
-
|
|
Legal provisions movement (note
9(d))
|
|
(11)
|
1
|
|
Net charge/(credit) for
Exceptional items
|
|
13
|
(4)
|
|
|
|
|
|
|
Other adjustments made to derive
Benchmark PBT:
|
|
|
|
|
Amortisation of acquisition
intangibles
|
|
95
|
95
|
|
Acquisition and disposal
expenses
|
|
8
|
13
|
|
Adjustment to the fair value of
contingent consideration (note 23(c))
|
|
2
|
24
|
|
Financing fair value
remeasurements (note 10(c))
|
|
93
|
(31)
|
|
Net charge for other adjustments
made to derive Benchmark PBT
|
|
198
|
101
|
|
Net charge for Exceptional items and other adjustments made
to derive Benchmark PBT
|
|
211
|
97
|
|
|
|
|
|
|
By income statement
caption:
|
|
|
|
|
Within total operating expenses
included in operating profit
|
|
118
|
128
|
|
Within finance expense
|
|
93
|
(31)
|
|
Net charge for Exceptional items and other adjustments made
to derive Benchmark PBT
|
|
211
|
97
|
(b) Profit on disposal of operations
The profit in the six months ended
30 September 2023 of US$5m on the disposal of operations comprised
a gain on the disposal of interests in a number of small subsidiary
undertakings in EMEA and Asia Pacific.
(c) Restructuring costs
As we execute on the final stages of
our technology transformation and cloud migration, we will realign
our staff resources to our new technology architecture and
accelerate the shift to our global development centres to drive
productivity. Severance costs of US$24m were recognised in the six
months ended 30 September 2024 in relation to this programme. We
expect the full-year charge to be c.US$30m - US$50m, predominantly
in one-off staff exit costs. The associated cash outflow in the
period was US$15m (2023: US$nil).
(d) Legal provisions movement
Movements have occurred in
provisions held for a number of historical legal claims, and
reflect insurance recoveries in North America of US$11m (2023:
legal costs of US$1m).
Notes to the condensed interim
financial statements
for the six months ended 30
September 2024
10. Net finance expense/(income)
(a) Net finance expense included in profit before
tax
|
|
|
Six months ended 30
September
|
|
|
|
2024
|
2023
|
|
|
|
US$m
|
US$m
|
Interest income:
|
|
|
|
|
Bank deposits, short-term
investments and loan notes
|
|
(7)
|
(6)
|
|
Interest on pension plan assets
(note 16(b))
|
|
(4)
|
(3)
|
|
Interest income
|
|
(11)
|
(9)
|
|
|
|
|
|
Finance
expense:
|
|
|
|
|
Interest on borrowings and
derivatives
|
|
77
|
73
|
|
Interest on leases
|
4
|
4
|
|
Charge/(credit) in respect of
financing fair value remeasurements (note 10(c))
|
93
|
(31)
|
|
Finance expense
|
|
174
|
46
|
|
Net finance expense included in profit before
tax
|
|
163
|
37
|
(b) Net interest expense included in Benchmark
PBT
|
|
|
Six months ended 30
September
|
|
|
|
2024
|
2023
|
|
|
|
US$m
|
US$m
|
|
Interest income
|
|
(11)
|
(9)
|
|
Interest expense
|
|
81
|
77
|
|
Net interest expense included in Benchmark
PBT
|
|
70
|
68
|
(c) Analysis of charge/(credit) in respect of financing fair
value remeasurements
|
|
|
Six months ended 30
September
|
|
|
|
2024
|
2023
|
|
|
|
US$m
|
US$m
|
|
Foreign exchange losses on
Brazilian real intra-Group funding1
|
|
|
31
|
2
|
|
Foreign currency (gains)/losses on
cross currency-swaps designated as a cash flow hedge - transfer from OCI
|
|
|
(31)
|
8
|
|
Other financing fair value
losses/(gains)2
|
|
|
93
|
(41)
|
|
Charge/(credit) in respect of financing fair value
remeasurements
|
|
|
93
|
(31)
|
1. A Group company
whose functional currency is not the Brazilian real provides
Brazilian real intra-Group funding to Serasa S.A. Foreign exchange
gains or losses on this funding are recognised in the Group income
statement.
2. Other financing
fair value losses/(gains) primarily relate to our portfolio of
interest rate swaps used for managing the proportion of fixed rate
debt, as well as fair value losses of US$31m (2023: gains of US$8m)
on borrowings which are in a cash flow hedge relationship, and fair
value losses on put options of US$28m (2023: US$6m) (note
23(c)).
11. Tax
(a) Tax charge and effective rate of tax
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
Tax charge1
|
165
|
191
|
|
Profit before tax
|
718
|
763
|
|
Effective rate of tax based on
profit before tax
|
23.0%
|
25.0%
|
1. The tax charge
comprises a current tax charge of US$241m (2023: US$267m) and a
deferred tax credit of US$76m (2023: US$76m).
Tax charged in the six months
ended 30 September 2024 has been calculated by applying the
effective rate of tax which is expected to apply to the Group for
the year ending 31 March 2025 using rates substantively enacted by
30 September 2024 as required by IAS 34 'Interim Financial
Reporting'.
Notes to the condensed interim
financial statements
for the six months ended 30
September 2024
11. Tax (continued)
(a) Tax charge and effective rate of tax
(continued)
The decrease in the effective rate
of tax from the comparative period is largely attributable to the
recognition of a one-off deferred tax credit relating to tax losses
where recognition is supported by the acquisition of the illion
Group.
The Group's tax charge will
continue to be influenced by the profile of profits earned in the
different countries in which the Group's subsidiaries operate, in
particular our material markets of the USA, Brazil and the
UK.
Continued focus on tax reform is
expected throughout 2024 and the following years, driven mainly by
the Organisation for Economic Co-operation and Development's
(OECD's) project to address the tax challenges arising from the
digitalisation of the economy including the enactment of global
minimum tax legislation in Ireland. The OECD's global minimum tax
legislation applies to the Group from the financial year ending 31
March 2025. An assessment of this legislation has been completed
and it does not materially impact the Group's effective tax rate in
the current or future periods.
(b) Reconciliation of the tax charge to the Benchmark tax
charge
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
Tax charge
|
165
|
191
|
|
Tax relief on Exceptional items
and other adjustments made to derive
Benchmark PBT
|
67
|
25
|
|
Benchmark tax charge
|
232
|
216
|
|
|
|
|
|
Benchmark PBT
|
929
|
860
|
|
Benchmark tax rate
|
25.0%
|
25.1%
|
12. Earnings per share disclosures
(a) Earnings per share (EPS)
|
|
Six months ended 30
September
|
|
|
Basic
|
|
Diluted
|
|
|
2024
|
2023
|
|
2024
|
2023
|
|
|
US cents
|
US
cents
|
|
US cents
|
US
cents
|
|
EPS
|
60.2
|
62.3
|
|
59.8
|
61.9
|
|
Add: Exceptional items and other
adjustments made to derive Benchmark PBT, net of related
tax
|
15.8
|
8.1
|
|
15.7
|
8.1
|
|
Benchmark EPS (non-GAAP measure)
|
76.0
|
70.4
|
|
75.5
|
70.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
Analysis of earnings
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
Profit for the period attributable to owners of Experian
plc
|
550
|
569
|
|
Add: Exceptional items and other
adjustments made to derive Benchmark PBT,
net of related tax, attributable to
owners of Experian plc
|
145
|
74
|
|
Benchmark earnings attributable to
owners of Experian plc (non-GAAP measure)
|
695
|
643
|
|
Benchmark earnings attributable to
non-controlling interests (non-GAAP measure)
|
2
|
1
|
|
Total Benchmark earnings (non-GAAP measure)
|
697
|
644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the condensed interim
financial statements
for the six months ended 30
September 2024
12. Earnings per share disclosures
(continued)
(c)
Reconciliation of Total Benchmark earnings to profit for the
period
|
Six months
ended
30
September
|
|
2024
|
2023
|
|
US$m
|
US$m
|
|
Total Benchmark earnings (non-GAAP
measure)
|
697
|
644
|
|
Exceptional items and other
adjustments made to derive Benchmark PBT, net of related
tax:
|
|
|
|
- attributable to owners of
Experian plc
|
(145)
|
(74)
|
|
- attributable to non-controlling
interests
|
1
|
2
|
Profit for the period
|
553
|
572
|
(d) Weighted average number of ordinary
shares
|
Six months
ended
30
September
|
|
2024
|
2023
|
|
million
|
million
|
|
Weighted average number of
ordinary shares
|
914
|
914
|
|
Add: dilutive effect of share
incentive awards, options and share purchases
|
6
|
5
|
Diluted weighted average number of ordinary
shares
|
920
|
919
|
13. Dividends on ordinary shares
|
Six months ended 30
September
|
|
2024
|
|
2023
|
|
US cents
per share
|
US$m
|
|
US
cents
per
share
|
US$m
|
|
Amounts recognised and
paid:
|
|
|
|
|
|
|
Second interim - paid in July 2024
(2023: July)
|
40.50
|
370
|
|
37.75
|
345
|
|
|
|
|
|
|
|
|
First interim -
announced
|
19.25
|
176
|
|
18.00
|
164
|
A first interim dividend of 19.25
US cents per ordinary share will be paid on 7 February 2025 to
shareholders on the register at the close of business on 10 January
2025 and is not included as a liability in these condensed interim
financial statements. The first interim dividend for the six months
ended 30 September 2023 was 18.0 US cents per ordinary share and
the total dividend per ordinary share for the year ended 31 March
2024 was 58.5 US cents, with a total full year cost of US$534m.
Further administrative information on dividends is given in the
Shareholder information section on pages 56 and 57. Dividend
amounts are quoted gross.
14. Goodwill
(a) Movements in goodwill
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
Cost
|
|
|
|
At 1 April
|
6,208
|
5,821
|
|
Differences on exchange
|
12
|
(20)
|
|
Additions through business
combinations (note 22(a))
|
605
|
167
|
|
At 30 September
|
6,825
|
5,968
|
|
Accumulated impairment
|
|
|
|
At 1 April
|
246
|
246
|
|
Differences on exchange
|
9
|
(5)
|
|
At 30 September
|
255
|
241
|
|
Net book amount at 1
April
|
5,962
|
5,575
|
|
Net book amount at 30 September
|
6,570
|
5,727
|
Notes to the condensed interim
financial statements
for the six months ended 30
September 2024
14. Goodwill (continued)
(b) Goodwill by group of cash-generating units
(CGUs)
|
|
30
September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
North America
|
3,952
|
3,662
|
|
Latin America
|
943
|
874
|
|
UK and Ireland
|
781
|
718
|
|
EMEA and Asia Pacific
|
505
|
473
|
|
illion (note 22(a))
|
389
|
-
|
|
|
6,570
|
5,727
|
The provisional goodwill arising
on the acquisition of illion has been disclosed as a separate group
of CGUs at 30 September 2024. It is anticipated that this
provisional goodwill will be allocated to the existing EMEA and
Asia Pacific group of CGUs, which is the group of CGUs that is
expected to benefit from the synergies of the combination, but, as
a result of the timing of the acquisition, the provisional goodwill
was monitored separately at the period end. The allocation exercise
will be undertaken before 31 March 2025 and the previously reported
groups of CGUs will continue to be the lowest level at which
goodwill will be monitored by management on an ongoing
basis.
(c) Key assumptions for value-in-use calculations by group of
CGUs
|
Six months
ended
30 September
2024
|
|
Year
ended
31
March 20241
|
|
Discount
rate
|
Long-term growth
rate
|
|
Discount
rate
|
Long-term growth rate
|
|
|
% p.a.
|
% p.a.
|
|
%
p.a.
|
%
p.a.
|
|
North America
|
9.7
|
3.5
|
|
10.6
|
3.6
|
|
Latin America
|
17.6
|
5.2
|
|
19.1
|
5.1
|
|
UK and Ireland
|
10.7
|
2.8
|
|
11.7
|
3.1
|
|
EMEA and Asia Pacific
|
12.6
|
4.1
|
|
13.8
|
4.1
|
1. The comparatives
presented are for the most recent value-in-use calculation
performed for each CGU in the year ended 31 March 2024.
As indicated in note 6(a) of the
Group's statutory financial statements for the year ended 31 March
2024, value-in-use calculations are underpinned by financial
forecasts looking forward up to five years, which continue to
reflect our current assessment of the impact of climate change and
associated commitments the Group has made. Management's key
assumptions in setting the financial forecasts for the initial
five-year period were as follows:
· Forecast revenue growth rates were based on past experience,
adjusted for the strategic opportunities within each CGU; the
forecasts used average nominal growth rates of up to 19%, with
rates of up to 13% in EMEA and Asia Pacific.
· Benchmark EBIT was forecast based on historical margins and
expectations of future performance. Margins were expected to
improve modestly throughout the period in the mature CGUs and
improve annually by an absolute mid-single-digit amount in EMEA and
Asia Pacific.
· Forecast Benchmark operating cash flow conversion rates were
based on historical conversion rates achieved and performance
expectations in the respective CGUs, with long-term conversion
rates of 96% used in EMEA and Asia Pacific.
Further details of the principles
used in determining the basis of allocation by group of CGUs and
annual impairment testing are given in note 6(a) of the Group's
statutory financial statements for the year ended 31 March
2024.
Notes to the condensed interim
financial statements
for the six months ended 30
September 2024
14. Goodwill (continued)
(d) Results of annual impairment review as at 30 September
2024
The annual impairment reviews of
goodwill were performed as at 30 September 2024, using the key
modelling assumptions discussed in note 14(c). As a result of the
timing of the acquisition, the provisional goodwill allocated to
illion was not included in this process. No triggers that could
indicate an impairment of the illion goodwill at the balance sheet
date were identified.
The recoverable amount of the EMEA
and Asia Pacific group of CGUs exceeded its carrying value by
US$495m. Any decline in the estimated value-in-use in excess of
that amount would result in the recognition of an impairment
charge. The sensitivities, which result in the recoverable amount
being equal to the carrying value, are summarised as
follows:
· an
absolute increase of 4.2 percentage points in the discount rate,
from 12.6% to 16.8%; or
· an
absolute reduction of 6.8 percentage points in the long-term growth
rate, from growth of 4.1% to a decline of 2.7%; or
· a
reduction of 8.1 percentage points in the forecast FY30 profit
margin, from 23.2% to 15.1%. A reduction in the annual margin
improvement of approximately 1.6 percentage points per year over
the five-year forecast period would also reduce the recoverable
amount to the carrying value; or
· an
absolute reduction of 35% in the forecast FY30 profit.
The recoverable amount of all
other groups of CGUs exceeded their carrying value, on the basis of
the assumptions set out in the table in note 14(c) and any
reasonably possible changes thereof.
The impairment review considered
the potential impact of climate change by considering the results
of the scenario analysis performed consistent with the
recommendations of the TCFD. There was no impact on the reported
amounts of goodwill as a result of this review.
15. Capital expenditure, disposals and capital
commitments
(a) Additions
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
|
|
US$m
|
US$m
|
|
|
Capital expenditure
|
298
|
310
|
|
|
Right-of-use-assets
|
13
|
39
|
|
|
|
311
|
349
|
|
(b) Disposal of other intangible assets and property, plant
and equipment
Other intangible assets and
property, plant and equipment totalling US$6m (2023: US$5m) were
disposed of at book value in the six months ended 30 September
2024. Of the disposal US$5m (2023: US$4m) related to right-of-use
assets.
|
(c)
Capital commitments
|
30
September
|
|
|
|
2024
|
2023
|
|
|
|
US$m
|
US$m
|
|
|
|
|
|
Capital expenditure for which
contracts have been placed:
|
|
|
|
Other intangible assets
|
40
|
50
|
|
Property, plant and
equipment
|
7
|
9
|
|
|
47
|
59
|
|
|
|
|
|
|
Capital commitments at 30
September 2024 included commitments of US$33m not expected to be
incurred before 30 September 2025. Capital commitments at 30
September 2023 included commitments of US$43m not then expected to
be incurred before 30 September 2024. There were no commitments at
30 September 2024 (2023: US$5m) for leases where the term had not
yet started.
Notes to the condensed interim
financial statements
for the six months ended 30
September 2024
16. Post-employment benefit assets and
obligations
(a) Amounts recognised in the Group balance
sheet
|
|
30
September
|
|
|
|
2024
|
2023
|
|
|
|
|
US$m
|
US$m
|
|
|
|
Retirement benefit
assets/(obligations) - funded defined benefit plans:
|
|
|
|
|
|
Fair value of funded plans'
assets
|
913
|
778
|
|
|
|
Present value of funded plans'
obligations
|
(707)
|
(627)
|
|
|
|
Assets in the Group balance sheet
for funded defined benefit pensions
|
206
|
151
|
|
|
|
|
|
|
|
|
|
Obligations for unfunded
post-employment benefits:
|
|
|
|
|
|
Present value of defined benefit
pensions - unfunded plans
|
(37)
|
(33)
|
|
|
|
Present value of post-employment
medical benefits
|
(3)
|
(2)
|
|
|
|
Liabilities in the Group balance
sheet
|
(40)
|
(35)
|
|
|
|
Net
post-employment benefit assets
|
166
|
116
|
|
|
|
|
|
|
|
|
The net post-employment benefit
assets of US$147m at 1 April 2024 (1 April 2023: US$135m) comprised
assets of US$186m (1 April 2023: US$174m) in respect of funded
plans, and obligations of US$39m (1 April 2023: US$39m) in
respect of unfunded plans. The post-employment benefit assets and
obligations are denominated primarily in pounds
sterling.
The funded defined benefit pension
plans hold a range of assets including equities, index-linked
gilts, global corporate bonds, secured credit, and a Liability
Driven Investment strategy which is used to hedge against interest
fluctuations and inflation. The primary drivers impacting the fair
value of the plans' funded assets and obligations are changes to
pound sterling interest rates and the retranslation of assets and
obligations into US dollars.
(b) Movements in net post-employment benefit assets
recognised in the Group balance sheet
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
At 1 April
|
147
|
135
|
|
Charge to the Group income statement
within total operating expenses
|
(2)
|
(1)
|
|
Credit to the Group income statement
within interest income
|
4
|
3
|
|
Remeasurements recognised within
OCI
|
6
|
(22)
|
|
Differences on exchange
|
10
|
(1)
|
|
Contributions paid by the
Group
|
1
|
2
|
|
At
30 September
|
166
|
116
|
|
|
|
|
|
|
|
|
|
|
|
The Experian Pension Scheme was
closed to the future accrual of new benefits from 1 April 2022,
contributions paid relate to unfunded post-employment benefits. The
remeasurement recognised in OCI relates to defined benefit pension
plans.
|
(c) Actuarial assumptions
|
|
|
|
|
30
September
|
|
|
|
2024
|
|
2023
|
|
|
|
% p.a.
|
|
%
p.a.
|
|
|
Discount rate
|
5.1
|
|
5.7
|
|
|
Inflation rate - based on the UK
Retail Prices Index (RPI)
|
3.2
|
|
3.4
|
|
|
Inflation rate - based on the UK
Consumer Prices Index (CPI)
|
2.8
|
|
2.9
|
|
|
Increase for pensions in payment -
element based on the RPI (where cap is 5%)
|
3.0
|
|
3.1
|
|
|
Increase for pensions in payment -
element based on the CPI (where cap is 2.5%)
|
1.9
|
|
1.9
|
|
|
Increase for pensions in payment -
element based on the CPI (where cap is 3%)
|
2.2
|
|
2.2
|
|
|
Increase for pensions in
deferment
|
2.8
|
|
2.9
|
|
|
Inflation in medical
costs
|
6.3
|
|
6.3
|
|
|
|
|
|
|
|
|
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
16. Post-employment benefit assets and obligations
(continued)
(c) Actuarial assumptions (continued)
The principal financial assumption
is the real discount rate, which is the excess of the discount rate
over the rate of inflation. The discount rate is based on the
market yields of high-quality corporate bonds of a currency and
term appropriate to the defined benefit obligations and has
increased by 15 basis points in the six-month period from 31 March
2024.
The assumed single equivalent
margin between RPI and CPI has been reduced to 40 basis points from
45 basis points at 31 March 2024, consistent with our continued
assumption of a 100 basis point margin prior to 2030, with a ten
basis point margin assumed thereafter. The single equivalent
differential is expected to reduce over time towards 2030. This
results in an increase in retirement benefit obligations at 30
September 2024 of approximately US$1m.
The mortality and other
demographic assumptions at 30 September 2024 remain unchanged from
those used at 31 March 2024 and disclosed in the Group's statutory
financial statements for the year then ended, save for an update
for the latest published version of a UK model for projected
improvements in life expectancy.
The Group has considered the
potential impact of climate change and, at the present time, we do
not believe there is sufficient evidence to require a change in the
long-term mortality assumptions. We will continue to monitor any
potential future impact on the mortality assumptions
used.
(d) Virgin Media case
In June 2023, the English High
Court issued a judgment involving the Virgin Media NTL Pension Plan
which held that amendments to the plan's rules in relation to
benefit changes were invalid in the absence of a confirmation from
the scheme actuary under Section 37 of the Pension Schemes Act
1993. Virgin Media appealed the judgment. The Court of Appeal has
now heard the case and on 25 July 2024 dismissed the
appeal.
While the ruling only applied to
the specific pension plan in question it could be expected to apply
across other 'UK contracted out' pension plans. We are considering
the implications of the case for our two closed UK funded defined
benefit pension schemes. At 30 September, the defined benefit
obligations have been calculated on the basis of the pension
benefits currently being administered, and at this stage we have
not assessed any likely impact due to the Court ruling on the
defined benefit obligations. Any subsequent developments following
the Court of Appeal's judgment will be monitored by the
Group.
17. Notes to the Group cash flow statement
(a) Cash generated from
operations
|
|
|
Six months ended 30
September
|
|
|
|
2024
|
2023
|
|
|
Notes
|
US$m
|
US$m
|
|
Profit before tax
|
|
718
|
763
|
|
Share of post-tax profit of
associates
|
|
(1)
|
(1)
|
|
Net finance expense
|
|
163
|
37
|
|
Operating profit
|
|
880
|
799
|
|
Profit on disposal of
operations
|
9(b)
|
-
|
(5)
|
|
Impairment of other intangible
assets
|
|
6
|
-
|
|
Amortisation and
depreciation1
|
|
365
|
347
|
|
Charge in respect of share incentive
plans
|
|
65
|
57
|
|
Increase in working
capital
|
17(b)
|
(314)
|
(194)
|
|
Acquisition expenses - difference
between income statement charge and amount paid
|
|
(4)
|
5
|
|
Acquisition employee incentives
paid
|
17(d)
|
(24)
|
(4)
|
|
Adjustment to the fair value of
contingent consideration
|
23(c)
|
2
|
24
|
|
Movement in Exceptional and other
non-benchmark items included in
working capital
|
|
(1)
|
(56)
|
Cash generated from operations
|
|
975
|
973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Amortisation and depreciation includes amortisation of
acquisition intangibles of US$95m (2023: US$95m) which is excluded
from Benchmark PBT. Depreciation of right-of-use assets totalled
US$23m (2023: US$24m).
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
17. Notes to the Group cash flow statement
(continued)
(b) (Increase)/decrease in working capital
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
Trade and other
receivables
|
2
|
(41)
|
|
Trade and other
payables
|
(316)
|
(153)
|
Increase in working
capital1
|
(314)
|
(194)
|
1. There was no material change to contract assets, contract
costs or loss allowance in the current or prior period. Contract
liabilities reduced by US$89m (2023: US$57m) from 1 April
predominantly due to the cyclical nature of invoicing and exchange
gains.
|
(c) Purchase of other intangible assets
|
|
|
|
|
|
Six months ended 30
September
|
|
2024
|
2023
|
|
US$m
|
US$m
|
|
Databases
|
98
|
98
|
|
Internally generated
software
|
162
|
171
|
|
Internal use software
|
23
|
23
|
|
Purchase of other intangible assets
|
283
|
292
|
|
|
|
|
|
|
(d)
Cash flows on acquisitions (non-GAAP measure)
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
Notes
|
US$m
|
US$m
|
|
Purchase of
subsidiaries
|
22(a)
|
809
|
107
|
|
Less: net cash acquired with
subsidiaries
|
22(a)
|
(35)
|
(16)
|
|
Settlement of deferred and
contingent consideration
|
|
7
|
103
|
|
As reported in the Group cash flow
statement
|
|
781
|
194
|
|
Acquisition expenses
paid
|
|
12
|
8
|
|
Acquisition employee incentives
paid
|
|
24
|
4
|
|
Transactions in respect of
non-controlling interests
|
|
1
|
-
|
|
Cash outflow for acquisitions (non-GAAP measure) (Appendix
5)
|
|
818
|
206
|
(e) Cash outflow in respect of net share purchases (non-GAAP
measure)
|
|
Six months ended 30
September
|
|
|
2024
|
2023
|
|
Notes
|
US$m
|
US$m
|
|
Issue of ordinary shares
|
20
|
(18)
|
(17)
|
|
Purchase of shares by employee
trusts
|
21
|
83
|
56
|
|
Purchase of shares held as treasury
shares
|
21
|
30
|
8
|
|
Cash outflow in respect of net share
purchases (non-GAAP measure)
|
95
|
47
|
|
|
|
|
|
|
|
As reported in the Group cash flow
statement:
|
|
|
|
|
Cash inflow in respect of shares
issued
|
|
(18)
|
(17)
|
|
Cash outflow in respect of share
purchases
|
|
113
|
64
|
|
Cash outflow in respect of net share
purchases (non-GAAP measure)
|
95
|
47
|
|
|
|
|
|
|
|
|
Treasury share purchases of US$29m
were executed in the six months ended 30 September 2023, of which
US$21m was settled after the end of that period.
(f) Analysis of cash and cash
equivalents
|
|
30 September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
Cash and cash equivalents in the
Group balance sheet
|
|
245
|
195
|
|
Bank overdrafts
|
|
(2)
|
(2)
|
|
Cash and cash equivalents in the Group cash flow
statement
|
|
243
|
193
|
Cash and cash equivalents in the
Group cash flow statement at 31 March 2024 of US$300m were reported
net of bank overdrafts of US$12m.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
17. Notes to the Group cash flow statement
(continued)
(g) Reconciliation of Cash
generated from operations to Benchmark operating cash
flow
(non-GAAP measure)
|
|
|
|
|
|
|
|
Six months ended 30
September
|
|
|
|
2024
|
2023
|
|
|
Notes
|
US$m
|
US$m
|
|
Cash generated from
operations
|
17(a)
|
975
|
973
|
|
Purchase of other intangible
assets
|
17(c)
|
(283)
|
(292)
|
|
Purchase of property, plant and
equipment
|
|
(15)
|
(18)
|
|
Disposal of property, plant and
equipment
|
|
1
|
1
|
|
Disposal of assets classified as
held-for-sale
|
|
-
|
2
|
|
Principal lease payments
|
|
(21)
|
(24)
|
|
Acquisition expenses paid
|
17(d)
|
12
|
8
|
|
Acquisition employee incentives
paid
|
17(d)
|
24
|
4
|
|
Cash flows in respect of Exceptional
and other non-benchmark items
|
|
14
|
57
|
|
Benchmark operating cash flow (non-GAAP measure) (Appendix
4)
|
|
707
|
711
|
|
|
|
|
|
|
Cash flow conversion for the six
months ended 30 September 2024 was 71% (2023: 77%). Benchmark free
cash flow for the six months ended 30 September 2024 was US$426m
(2023: US$376m).
18. Net debt (non-GAAP measure)
(a) Analysis by nature
|
|
|
|
|
30 September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
Cash and cash equivalents (net of
overdrafts)
|
243
|
193
|
|
Debt due within one year - bonds and
notes
|
-
|
(472)
|
|
Debt due within one year -
commercial paper
|
(540)
|
(303)
|
|
Debt due within one year - lease
obligations
|
(38)
|
(38)
|
|
Debt due after more than one year -
bonds and notes
|
(4,123)
|
(3,202)
|
|
Debt due after more than one year
- bank loans
|
(387)
|
(158)
|
|
Debt due after more than one year
- lease obligations
|
(104)
|
(119)
|
|
Derivatives hedging
borrowings
|
(15)
|
(201)
|
Net debt
|
(4,964)
|
(4,300)
|
|
|
|
|
|
(b) Analysis by balance sheet
caption
|
|
|
|
|
30 September
|
|
|
|
2024
|
2023
|
|
|
|
US$m
|
US$m
|
|
|
Cash and cash
equivalents
|
245
|
195
|
|
|
Current borrowings
|
(581)
|
(816)
|
|
|
Non-current borrowings
|
(4,617)
|
(3,479)
|
|
|
Borrowings
|
(5,198)
|
(4,295)
|
|
|
Total of Group balance sheet line
items
|
(4,953)
|
(4,100)
|
|
|
Accrued interest reported within
borrowings excluded from Net debt
|
4
|
1
|
|
|
Derivatives reported within Other
financial assets
|
37
|
2
|
|
|
Derivatives reported within Other
financial liabilities
|
(52)
|
(203)
|
|
Net debt
|
(4,964)
|
(4,300)
|
|
|
|
|
|
|
|
At 30 September 2024, the fair
value of borrowings was US$5,055m (2023: US$3,869m).
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
18. Net debt (non-GAAP measure) (continued)
(c) Analysis of movements in Net
debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
April
|
|
Movements in the six months ended 30 September
2024
|
30
September
|
|
|
|
2024
|
|
Net
cash
flow
|
Non-cash
lease obligation
movements1
|
Principal lease payments
|
Net
share purchases
|
Additions
through business combinations
|
Fair
value
gains/
losses
|
Exchange
and
other movements
|
2024
|
|
|
|
US$m
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
|
Derivatives hedging
loans and borrowings
|
(123)
|
|
(35)
|
-
|
-
|
-
|
-
|
48
|
95
|
(15)
|
|
Borrowings2,3
|
(4,266)
|
|
(762)
|
(8)
|
-
|
-
|
(2)
|
(5)
|
(155)
|
(5,198)
|
|
Liabilities from financing
activities
|
(4,389)
|
|
(797)
|
(8)
|
-
|
-
|
(2)
|
43
|
(60)
|
(5,213)
|
|
Accrued interest
|
24
|
|
(20)
|
-
|
-
|
-
|
-
|
-
|
-
|
4
|
|
Cash and cash
equivalents
|
312
|
|
32
|
-
|
21
|
(95)
|
-
|
-
|
(25)
|
245
|
|
Net debt
|
(4,053)
|
|
(785)
|
(8)
|
21
|
(95)
|
(2)
|
43
|
(85)
|
(4,964)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Non-cash lease
obligation movements include additions of US$13m and disposals of
US$5m (note 15).
2. On 10
September 2024 the Group issued €650m 3.375% bonds due 10 October
2034. The bond issue extends the maturity of the Company's debt
portfolio. The proceeds were swapped to US dollars using
cross-currency swaps, and will be used for general corporate
purposes, including acquisitions.
3. The £400m 2.125%
Euronotes due September 2024 matured during the period.
19. Undrawn committed bank borrowing
facilities
|
|
30
September
|
|
|
2024
|
2023
|
|
|
US$m
|
US$m
|
|
Facilities expiring in:
|
|
|
|
One to two years
|
113
|
143
|
|
Two to three years
|
150
|
2,050
|
|
Three to four years
|
-
|
150
|
|
Four to five years
|
1,800
|
-
|
|
2,063
|
2,343
|
At 31 March 2024, there were
undrawn committed bank borrowing facilities of
US$2,366m.
There is one financial covenant in
connection with the borrowing facilities. Benchmark EBIT must
exceed three times net interest expense before financing fair value
remeasurements. The calculation of the financial covenant excludes
the effects of IFRS 16 'Leases'. The Group monitors this, and the
Net debt to Benchmark EBITDA leverage ratio, and has complied with
this covenant throughout the current and prior period.
20. Called-up share capital and share premium
account
|
|
Number of
shares
|
Called-up
share
capital
|
Share premium
account
|
|
|
million
|
US$m
|
US$m
|
|
At 1 April 2023
|
971.4
|
96
|
1,799
|
|
Shares issued under employee share
incentive plans
|
0.6
|
1
|
16
|
|
At 30 September 2023
|
972.0
|
97
|
1,815
|
|
Shares issued under employee share
incentive plans
|
0.2
|
-
|
4
|
At 31 March 2024
|
972.2
|
97
|
1,819
|
|
Shares issued under employee share
incentive plans
|
0.7
|
-
|
18
|
At 30 September 2024
|
972.9
|
97
|
1,837
|
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
21. Own shares held
|
|
Number of
shares
|
Cost of
shares
|
|
|
million
|
US$m
|
|
At 1 April 2023
|
59.0
|
1,273
|
|
Purchase of shares by employee
trusts
|
1.5
|
56
|
|
Purchase of shares held as
treasury shares
|
0.9
|
29
|
|
Other vesting of awards and
exercises of share options
|
(3.2)
|
(49)
|
|
At 30 September 2023
|
58.2
|
1,309
|
|
Purchase of shares held as
treasury shares
|
1.2
|
40
|
|
Other vesting of awards and
exercises of share options
|
(0.3)
|
(6)
|
At 31 March 2024
|
59.1
|
1,343
|
|
Purchase of shares by employee
trusts
|
1.8
|
83
|
|
Purchase of shares held as
treasury shares
|
0.7
|
30
|
|
Other vesting of awards and
exercises of share options
|
(3.7)
|
(80)
|
At 30 September 2024
|
57.9
|
1,376
|
Own shares held at 30 September
2024 included 4.6 million (2023: 6.0 million) shares held in
employee trusts and 53.3 million (2023: 52.2 million) shares held
as treasury shares. Own shares held at 31 March 2024 included 5.7
million (1 April 2023: 6.7 million) shares held in employee trusts
and 53.4 million (1 April 2023: 52.3 million) shares held as
treasury shares.
The total cost of own shares held
at each balance sheet date is deducted from other reserves in the
Group balance sheet.
22. Acquisitions
(a) Acquisitions in the period
The Group made four acquisitions
in the six months ended 30 September 2024, including the
acquisition on 30 September 2024 of 100% of Credit Data Solutions
Pty Ltd and its subsidiary undertakings (illion), a leading
consumer and commercial credit bureau in Australia and New Zealand.
On 12 August 2024, we also acquired 100% Neuro-ID, Inc. (NeuroID)
in the USA, an industry leader in behavioural analytics,
supplementing Experian's fraud risk suite.
The net assets acquired, goodwill
and acquisition consideration are analysed below:
|
|
illion
|
NeuroID
|
Other
|
Total
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
|
Intangible assets:
|
|
|
|
|
|
Customer and other
relationships
|
183
|
8
|
6
|
197
|
|
Software development
|
36
|
30
|
29
|
95
|
|
Marketing-related assets
|
3
|
1
|
-
|
4
|
|
Other intangibles
|
28
|
-
|
-
|
28
|
|
Intangible assets
|
250
|
39
|
35
|
324
|
|
Property, plant and
equipment
|
2
|
-
|
1
|
3
|
|
Deferred tax assets
|
1
|
-
|
(7)
|
(6)
|
|
Trade and other
receivables
|
13
|
2
|
-
|
15
|
|
Cash and cash equivalents (note
17(d))
|
21
|
12
|
2
|
35
|
|
Trade and other payables
|
(22)
|
(9)
|
(4)
|
(35)
|
|
Borrowings
|
(2)
|
-
|
-
|
(2)
|
|
Deferred tax liabilities
|
(67)
|
(10)
|
(10)
|
(87)
|
|
Total identifiable net
assets
|
196
|
34
|
17
|
247
|
|
Goodwill (note 14(a))
|
389
|
111
|
105
|
605
|
|
Total
|
585
|
145
|
122
|
852
|
|
Satisfied by:
|
|
|
|
|
|
Cash and cash equivalents (note
17(d))
|
585
|
145
|
79
|
809
|
|
Contingent consideration
|
-
|
-
|
43
|
43
|
|
Total
|
585
|
145
|
122
|
852
|
Other includes adjustments to prior
year acquisition provisional amounts for deferred tax assets,
recognised during the six months ended 30 September 2024.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
22. Acquisitions (continued)
(a) Acquisitions in the period (continued)
These provisional fair values are
determined by using established estimation techniques.
Acquisition intangibles are valued
using discounted cash flow models. For the six months ended 30
September 2024, the most significant inputs to these calculations
are the proportion of earnings attributable to customer and other
relationships and software development for illion.
The fair value of material
contingent consideration is determined using a Monte-Carlo
simulation model applied to the forecast performance of the
relevant metric linked to each liability. The contingent
consideration payable for Salt Participações S.A. and its
subsidiary undertakings (SalaryFits) in Brazil, which the Group
acquired on 2 September 2024, is linked to the revenue and
Benchmark EBIT margin performance of the business for the year
ending 31 March 2027. Providing that certain minimum thresholds are
satisfied, we expect the earnout payment to be within an
undiscounted range of US$20m to US$117m. We have determined the
fair value of the contingent consideration at acquisition to be
US$40m, which is included in the US$43m of other contingent
consideration above.
We engage with third-party
valuation experts to assist with the valuation process for all
significant or complex acquisitions, including for the valuation of
contingent consideration and put option liabilities. Provisional
fair values contain amounts which will be finalised no later than
one year after the date of acquisition. Provisional amounts,
predominantly for intangible assets, associated tax balances and
contingent consideration have been included at 30 September 2024,
as a consequence of the timing and complexity of the
acquisitions.
Goodwill represents the synergies,
assembled workforces and future growth potential of the acquired
businesses. The goodwill in relation to one acquisition is
currently deductible for tax purposes.
(b) Additional information in respect of acquisitions in the
period
|
|
illion
|
NeuroID
|
Other
|
Total
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
|
Increase/(decrease) in book value of
net assets due to provisional fair value adjustments:
|
|
|
|
|
|
Intangible assets
|
223
|
39
|
35
|
297
|
|
Deferred tax assets
|
(11)
|
-
|
(7)
|
(18)
|
|
Trade and other payables
|
-
|
(1)
|
(2)
|
(3)
|
|
Deferred tax liabilities
|
(67)
|
(10)
|
(10)
|
(87)
|
|
Increase in book value of net assets due to provisional fair
value adjustments
|
145
|
28
|
16
|
189
|
|
Gross contractual amounts receivable
in respect of trade and other receivables
|
13
|
2
|
-
|
15
|
|
Pro forma revenue from 1 April 2024
to date of acquisition
|
58
|
4
|
7
|
69
|
|
Revenue from date of acquisition to
30 September 2024
|
-
|
1
|
3
|
4
|
|
(Loss)/profit before tax from date
of acquisition to
30 September 2024
|
-
|
(1)
|
1
|
-
|
At the dates of acquisition, the
gross contractual amounts receivable in respect of trade and other
receivables of US$15m were expected to be collected in full. If the
transactions had occurred on the first day of the financial year,
the estimated additional contribution to profit before tax would
have been US$7m.
(c) Prior year acquisitions
Contingent consideration of US$7m
(2023: US$102m) was settled in the period in respect of
acquisitions made in earlier years. The cash flows in the six
months ended 30 September 2023 principally comprised US$30m in
relation to the acquisition of Tax Credit Co, LLC (TCC) in FY22,
and US$60m in relation to the acquisition of BrScan Processamento
de Dados e Tecnologia Ltda (BrScan) in FY21. Further detail on
contingent consideration fair value adjustments recognised in the
period is provided in note 23(c).
The Group made five acquisitions
in the six months ended 30 September 2023, none of which was
individually material. A cash outflow of US$91m was reported in the
Group cash flow statement for that period, after deduction of
US$16m in respect of net cash acquired.
There have been no other material
gains, losses, corrections or other adjustments recognised in the
six months ended 30 September 2024 that relate to acquisitions in
earlier years.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
22. Acquisitions (continued)
(d) Post balance sheet acquisition
On 4 October 2024, we agreed to
acquire Clear Sale S.A. a leading provider of digital fraud
prevention solutions in Brazil for up to R$1,905m (c.US$350m), net
of cash and other closing conditions. The acquisition is subject to
shareholder, competition and regulatory approval.
23. Financial risk management
(a) Financial risk factors
The Group's activities expose it
to a variety of financial risks. These are market risk, including
foreign exchange risk and interest rate risk, credit risk and
liquidity risk. The nature of these risks and the policies adopted
by way of mitigation are unchanged from those reported in the
Annual Report and Group financial statements for the year ended 31
March 2024. Full information and disclosures were contained in that
document.
(b) Analysis by valuation method for put options and items
measured at fair value
|
At
30 September 2024
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
|
Financial assets:
|
|
|
|
|
|
|
Derivatives used for hedging -
fair value hedges1
|
|
-
|
8
|
-
|
8
|
|
Non-hedging derivatives
|
|
-
|
128
|
-
|
128
|
|
Other financial assets at fair
value through profit or loss
|
|
-
|
-
|
18
|
18
|
|
Financial assets at fair value
through profit or loss
|
|
-
|
136
|
18
|
154
|
|
Derivatives used for hedging -
cash flow hedge1
|
|
-
|
18
|
-
|
18
|
|
Listed and trade
investments
|
|
57
|
-
|
148
|
205
|
|
Financial assets revalued through
OCI
|
|
57
|
18
|
148
|
223
|
|
|
|
57
|
154
|
166
|
377
|
|
Financial liabilities:
|
|
|
|
|
|
|
Derivatives used for hedging -
fair value hedges1
|
|
-
|
(48)
|
-
|
(48)
|
|
Non-hedging derivatives
|
|
-
|
(13)
|
-
|
(13)
|
|
Other liabilities at fair value
through profit or loss
|
|
-
|
-
|
(126)
|
(126)
|
|
Financial liabilities at fair
value through profit or loss
|
|
-
|
(61)
|
(126)
|
(187)
|
|
Put options
|
|
-
|
-
|
(153)
|
(153)
|
|
|
|
-
|
(61)
|
(279)
|
(340)
|
|
Net financial assets/(liabilities)
|
|
57
|
93
|
(113)
|
37
|
|
At
30 September 2023
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
|
US$m
|
US$m
|
US$m
|
US$m
|
|
Financial assets:
|
|
|
|
|
|
|
Non-hedging derivatives
|
|
-
|
198
|
-
|
198
|
|
Other financial assets at fair
value through profit or loss
|
|
-
|
-
|
12
|
12
|
|
Financial assets at fair value
through profit or loss
|
|
-
|
198
|
12
|
210
|
|
Listed and trade
investments2
|
|
65
|
-
|
246
|
311
|
|
|
|
65
|
198
|
258
|
521
|
|
Financial liabilities:
|
|
|
|
|
|
|
Derivatives used for hedging -
fair value hedges1
|
|
-
|
(163)
|
-
|
(163)
|
|
Non-hedging derivatives
|
|
-
|
(37)
|
-
|
(37)
|
|
Other liabilities at fair value
through profit or loss
|
|
-
|
-
|
(124)
|
(124)
|
|
Financial liabilities at fair
value through profit or loss
|
|
-
|
(200)
|
(124)
|
(324)
|
|
Derivatives used for hedging -
cash flow hedge1, 2
|
|
-
|
(28)
|
-
|
(28)
|
|
Put options
|
|
-
|
-
|
(108)
|
(108)
|
|
|
|
-
|
(228)
|
(232)
|
(460)
|
|
Net financial assets/(liabilities)
|
|
65
|
(30)
|
26
|
61
|
1.
Derivatives used for hedging are in documented hedge accounting
relationships.
2. Listed
and trade investments, and derivatives designated as a cash flow
hedge, which are in a documented hedge accounting relationship, are
revalued through OCI.
Notes to the condensed interim
financial statements
for the six months ended 30
September 2024
23. Financial risk management (continued)
(b)
Analysis by valuation method for put options and items measured at
fair value (continued)
Financial assets at fair value
through profit or loss (FVPL) are reported within Other financial
assets in the Group balance sheet. Contingent consideration is
reported within trade and other payables in the Group balance
sheet. Put options and other financial liabilities at fair value
through profit or loss are reported within Other financial
liabilities in the Group balance sheet. Cross-currency swaps in
respect of the cash flow hedge are reported within Financial assets
revalued through OCI or Financial liabilities revalued through OCI,
in the Group balance sheet.
The fair values of derivative
financial instruments and other financial assets and liabilities
are determined by using market data and established estimation
techniques such as discounted cash flow and option valuation
models. The fair value of foreign exchange contracts is based on a
comparison of the contractual and period-end exchange rates. The
fair values of other derivative financial instruments are estimated
by discounting the future cash flows to net present values using
appropriate market rates prevailing at the period end. There have
been no changes in valuation techniques during the period under
review.
The analysis by level in the above
tables, is a requirement of IFRS 13 'Fair Value Measurement' and
the definitions are summarised here for completeness:
· assets and liabilities whose valuations are based on
unadjusted quoted prices in active markets for identical assets and
liabilities are classified as Level 1
· assets and liabilities which are not traded in an active
market, and whose valuations are derived from available market data
that is observable for the asset or liability, are classified as
Level 2
· assets and liabilities whose valuations are derived from
inputs not based on observable market data are classified as Level
3.
Level 3 items principally comprise
minority shareholdings in unlisted businesses, trade investments,
contingent consideration and put options associated with corporate
transactions.
Unlisted equity investments,
initially measured at cost, are revalued where sufficient
indicators are identified that a change in the fair value has
occurred. The inputs to any subsequent valuations are based on a
combination of observable evidence from external transactions in
the investee's equity and estimated discounted cash flows that will
arise from the investment.
The calculation of the fair value
of the Group's acquisition-related contingent consideration and put
option liabilities requires management to estimate the outcome of
uncertain future events. These liabilities are typically linked to
the future financial performance of the acquired business, with the
key area of estimation uncertainty being the estimation of the
relevant financial metrics. Material valuations are based on Monte
Carlo simulations using the most recent management expectations of
relevant business performance, reflecting the different contractual
arrangements in place.
The likely range of the
undiscounted put option exercise price on the FY24 acquisition of
MOVA Sociedade de Empréstimo entre Pessoas S.A. (MOVA) is set out
in note 23(c). There would be no material effect on the other
amounts stated from any reasonably possible change in such inputs
at 30 September 2024. There have been no transfers between levels
during the current or prior period.
Notes to the condensed interim
financial statements
for the six months ended 30
September 2024
23. Financial risk management (continued)
(c) Analysis of movements in Level 3 net financial
(liabilities)/assets
|
Six
months ended 30 September 2024
|
Financial assets revalued through OCI
|
Other
financial assets at FVPL
|
Contingent consideration
|
Put
options
|
Total
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
|
At 1 April 2024
|
167
|
14
|
(92)
|
(133)
|
(44)
|
|
Additions1
|
22
|
6
|
(43)
|
-
|
(15)
|
|
Conversion of convertible debt to
equity investments
|
3
|
(3)
|
-
|
-
|
-
|
|
Settlement of contingent
consideration
|
-
|
-
|
7
|
-
|
7
|
|
Adjustment to the fair value of
contingent consideration2
|
-
|
-
|
(2)
|
-
|
(2)
|
|
Valuation losses recognised in the
Group income statement3,4
|
-
|
-
|
-
|
(28)
|
(28)
|
|
Valuation losses recognised in
OCI5
|
(44)
|
-
|
-
|
-
|
(44)
|
|
Currency translation gains
recognised directly in OCI
|
-
|
-
|
4
|
8
|
12
|
|
Other
|
-
|
1
|
-
|
-
|
1
|
|
At 30 September 2024
|
148
|
18
|
(126)
|
(153)
|
(113)
|
|
Six
months ended 30 September 2023
|
Financial assets revalued through OCI
|
Other
financial assets at FVPL
|
Contingent consideration
|
Put
options
|
Total
|
|
US$m
|
US$m
|
US$m
|
US$m
|
US$m
|
|
At 1 April 2023
|
252
|
16
|
(139)
|
(33)
|
96
|
|
Additions1,6
|
5
|
-
|
(58)
|
(71)
|
(124)
|
|
Conversion of convertible debt to
equity investments
|
5
|
(5)
|
-
|
-
|
-
|
|
Settlement of contingent
consideration7
|
-
|
-
|
102
|
-
|
102
|
|
Adjustment to the fair value of
contingent consideration2,8
|
-
|
-
|
(24)
|
-
|
(24)
|
|
Valuation losses recognised in the
Group income statement3
|
-
|
-
|
-
|
(6)
|
(6)
|
|
Valuation losses recognised in
OCI5
|
(16)
|
-
|
-
|
-
|
(16)
|
|
Currency translation (losses)/gains
recognised directly in OCI
|
-
|
-
|
(2)
|
2
|
-
|
|
Other
|
-
|
1
|
(3)
|
-
|
(2)
|
|
At 30 September 2023
|
246
|
12
|
(124)
|
(108)
|
26
|
1. Additions to
contingent consideration comprised US$43m (2023: US$58m) in respect
of acquisitions (note 22(a)).
2. Contingent
consideration is revalued at each reporting date based on current
projections of the associated targets, with any fair value
remeasurements recognised as a non-benchmark item in the Group
income statement (note 9(a)).
3. Movements in the
present value of expected future payments for put options are
unrealised and are recognised in financing fair value
remeasurements in the Group income statement.
4. In the six months
ended 30 September 2024, a valuation loss of US$26m was recorded on
the put option recognised on the acquisition of MOVA in FY24. The
exercise price of this put option is linked to the 2028 calendar
year revenue and Benchmark EBIT margin performance of the business.
If exercised, we expect the likely range of the undiscounted option
exercise price to be between US$82m and US$254m. We have determined
the fair value of the put option liability at 30 September 2024 to
be US$101m. If the discount rate used in this determination
increased or decreased by a percentage point, the put option
liability would decrease or increase by approximately
US$4m.
5. Of the valuation
losses recognised in OCI, US$24m (2023: US$4m) related to our
investment in Vector CM Holdings (Cayman) L.P.
6. Additions to put
options in the six months ended 30 September 2023 comprised US$71m
in respect of the acquisition of MOVA.
7. In the six months
ended 30 September 2023, contingent consideration settled
principally related to the acquisitions of TCC US$30m and BrScan
US$60m.
8. In the six months
ended 30 September 2023, contingent consideration in relation to
TCC increased by US$22m following fair value adjustments which were
determined by revenue and profit performance. There are limits in
place for contingent consideration payments, and at 30 September
2023 the liability in respect of the TCC contingent consideration
was equal to the present value of the maximum payment of US$50m. In
the second half of FY24 however, all remaining liabilities were
settled for US$40m.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
23. Financial risk management (continued)
(d) Fair value methodology
Information in respect of the
carrying amounts and the fair value of borrowings is included in
note 18(b). There are no material differences between the carrying
value of the Group's other financial assets and liabilities not
measured at fair value and their estimated fair values. The
following assumptions and methods are used to estimate the fair
values:
· the
fair values of receivables, payables and cash and cash equivalents
are considered to approximate to the carrying amounts
· the
fair values of short-term borrowings, other than bonds, are
considered to approximate to the carrying amounts due to the short
maturity terms of such instruments
· the
fair value of that portion of bonds carried at amortised cost is
based on quoted market prices, employing a valuation methodology
falling within Level 1 of the IFRS 13 fair value
hierarchy
· the
fair value of listed investments is based on quoted market prices,
employing a valuation methodology falling within Level 1 of the
IFRS 13 fair value hierarchy
· the
fair values of long-term variable rate bank loans and lease
obligations are considered to approximate to the carrying
amount
· the
fair values of other financial assets and liabilities are
calculated based on a discounted cash flow analysis, using a
valuation methodology falling within Level 2 of the IFRS 13 fair
value hierarchy, apart from the fair values of trade investments
and contingent consideration which are determined using a valuation
methodology falling within Level 3 of the IFRS 13 fair value
hierarchy.
The Group considers the impact of
climate-related matters, including legislation, on the fair value
measurement of assets and liabilities. At present, the impact of
climate-related matters is not material to these condensed interim
financial statements.
(e) Carrying value of financial assets and
liabilities
There have been no unusual changes
in economic or business circumstances that have affected the
carrying value of the Group's financial assets and liabilities at
30 September 2024.
24. Related party transactions
The Group had no material or
unusual related party transactions during the six months ended 30
September. The Group's related parties were disclosed in the
Group's statutory financial statements for the year ended 31 March
2024 and there have been no material changes during the six months
ended 30 September 2024.
25. Contingencies
(a) Latin America
tax
As previously indicated, Serasa
S.A. has been advised that the Brazilian tax authorities are
challenging the deduction for tax purposes of goodwill amortisation
arising from its acquisition by Experian in 2007. The Brazilian
administrative courts have ultimately upheld Experian's position in
respect of the tax years from 2007 to 2012 with no further right of
appeal. The Brazilian tax authorities have raised similar
assessments in respect of the 2013 to 2018 tax years, in relation
to the goodwill amortisation related to both the original
acquisition of a majority shareholding in Serasa S.A. in 2007 and
the acquisition of the remaining holding in 2012, and also in
relation to the acquisition of Virid Interatividade Digital Ltda in
2011. Experian has claimed a tax deduction for goodwill
amortisation of US$207m across these years. During FY25, Experian
has been successful at the first level administrative court in
defending the position that US$149m of this goodwill arising in
years 2013 to 2016 is deductible, but Brazilian tax authorities may
appeal this decision and may also raise similar claims in respect
of other years. The possibility of this resulting in a liability
(which may consist of underpaid tax, interest and penalties), to
the Group is considered to be remote, based on the advice of
external legal counsel, success in cases to date and other factors
in respect of the claims.
Notes to the condensed interim financial
statements
for the six months ended 30
September 2024
25. Contingencies (continued)
(b) Other litigation and
claims
There continues to be an increase
in regulatory activity, including a number of pending and
threatened regulatory actions and other claims involving the Group
across all its major geographies which are in various stages of
investigation or enforcement, and which are being vigorously
defended. These include increased investigation and enforcement
activity from the Consumer Financial Protection Bureau related to
the consumer dispute process in our Credit Reference business, and
the Federal Trade Commission in the USA related to our Marketing
Service business, as well as potential rulemaking and federal and
state level legislation which could impact our Credit Reference,
Consumer Services and Marketing Services businesses in the USA. The
directors do not believe that the outcome of any rulemaking or
regulatory investigation or enforcement will have a materially
adverse effect on the Group's financial position.
We have also seen increased GDPR
investigation and enforcement activity in the European Union (EU),
including a claim from the Dutch Data Protection Authority (the AP)
claiming that our Credit Reference business in the Netherlands
(c.US$7m annual turnover) cannot process credit reference data
based on legitimate interest and is not sufficiently transparent
under GDPR, and asserting an associated fine which could range as
high as 4% of global turnover under GDPR. The AP's position is
contrary to established regulatory positions in our other EU
markets, which recognise that legitimate interest is a proper basis
to process credit reference data in order to maintain a fair and
efficient lending process. Based on external legal opinions,
relevant precedents, and the facts of the underlying matter, we
believe the AP's position is legally wrong, we will contest the
matter and we do not believe it will have a materially adverse
effect on the Group's financial position.
There also continue to be
individual consumer and class action litigation matters in Brazil
and the USA related to our Marketing Services, Consumer Services
and Credit Reference businesses. Some of these class action
litigation matters in the USA allege willful misconduct under the
US Fair Credit Reporting Act that, if proven, carry the potential
for liability which includes statutory damages between US$100 to
US$1,000 per consumer. The directors do not believe that the
outcome of any individual litigation matter action will have a
materially adverse effect on the Group's financial
position.
As is inherent in legal,
regulatory and administrative proceedings, there is a risk of
outcomes that may be unfavourable to the Group. In the case of
unfavourable outcomes, the Group may benefit from applicable
insurance recoveries.
26. Events occurring after the end of the reporting
period
(a) First interim dividend
Details of the first interim
dividend approved by the Board on 12 November 2024 are given in
note 13.
(b) Acquisition
On 4 October 2024, we agreed to
acquire Clear Sale S.A. a leading provider of digital fraud
prevention solutions in Brazil for up to R$1,905m (c.US$350m), net
of cash and other closing conditions. The acquisition is subject to
shareholder, competition and regulatory approval.
27. Company website
The Company has a website which
contains up-to-date information on Group activities and published
financial results. The directors are responsible for the
maintenance and integrity of statutory and audited information on
this website. The work carried out by the auditor does not involve
consideration of these matters. Jersey legislation and UK
regulation governing the preparation and dissemination of financial
information may differ from requirements in other
jurisdictions.
Statement of directors'
responsibilities
The directors are responsible for
preparing the half-yearly financial report for the six months ended
30 September 2024 in accordance with applicable law, regulations
and accounting standards.
The directors confirm that these
condensed interim financial statements have been prepared in
accordance with IAS 34 'Interim Financial Reporting' adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the EU,
and as adopted for use in the UK and as issued by the IASB, and
that, to the best of their knowledge, the interim management report
herein includes a fair review of the information required
by:
(a) DTR 4.2.7R of the UK Financial
Conduct Authority Disclosure Guidance and Transparency Rules
sourcebook, being an indication of important events that have
occurred during the first six months of the financial year and the
impact on these condensed interim financial statements; and a
description of the principal risks and uncertainties for the
remaining six months of the financial year; and
(b) DTR 4.2.8R of the UK Financial
Conduct Authority Disclosure Guidance and Transparency Rules
sourcebook, being related party transactions that have taken place
in the first six months of the financial year and that have
materially affected the financial position or performance of the
enterprise during that period; and any changes in the related party
transactions described in the last annual report that could do
so.
The names and functions of the
directors of Experian plc at 14 May 2024 were listed in the Group's
statutory financial statements for the year ended 31 March 2024. On
20 August 2024, Craig Boundy stepped-down as a director.
A list of current directors is maintained on the
Company website at experianplc.com.
By order of the Board
Charles Brown
Company Secretary
12 November 2024
Independent review report to Experian plc
Conclusion
We have been engaged by the
Company to review the condensed interim financial statements in the
half-yearly financial report for the six months ended 30 September
2024 which comprises the Group income statement, the Group
statement of comprehensive income, the Group balance sheet, the
Group statement of changes in equity, the Group cash flow statement
and the related explanatory notes.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
interim financial statements in the half-yearly financial report
for the six months ended 30 September 2024 are not prepared, in all
material respects, in accordance with IAS 34 Interim Financial Reporting adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the EU,
and as adopted for use in the UK and as issued by the IASB, and the
Disclosure Guidance and Transparency Rules sourcebook (the DTR) of
the UK's Financial Conduct Authority (the UK FCA).
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 Review of Interim Financial
Information Performed by the Independent Auditor of the
Entity (ISRE (UK) 2410) issued for use in the UK. A review
of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. We
read the other information contained in the half-yearly financial
report and consider whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed
interim financial statements.
A review is substantially less in
scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis of conclusion section of this report,
nothing has come to our attention that causes us to believe that
the directors have inappropriately adopted the going concern basis
of accounting, or that the directors have identified material
uncertainties relating to going concern that have not been
appropriately disclosed.
This conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410.
However, future events or conditions may cause the Group to cease
to continue as a going concern, and the above conclusions are not a
guarantee that the Group will continue in operation.
Directors' responsibilities
The half-yearly financial report
is the responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the half-yearly
financial report in accordance with the DTR of the UK
FCA.
As disclosed in note 2, the annual
financial statements of the Group are prepared in accordance with
IFRS Accounting Standards as adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union (EU-IFRS), UK-adopted
international accounting standards (UK-IFRS) and IFRS as issued by
the International Accounting Standards Board
(IASB-IFRS).
The directors are responsible for
preparing the condensed interim financial statements included in
the half-yearly financial report in accordance with IAS 34 adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the EU,
and as adopted for use in the UK, and as issued by the
IASB.
In preparing the
condensed interim financial statements, the
directors are responsible for assessing the Group's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but
to do so.
Our responsibility
Our responsibility is to express
to the Company a conclusion on the condensed interim financial
statements in the half-yearly financial report based on our review.
Our conclusion, including our conclusions relating to going
concern, are based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion section of
this report.
Independent review report to Experian plc
(continued)
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the
Company in accordance with the terms of our engagement to assist
the Company in meeting the requirements of the DTR of the UK FCA.
Our review has been undertaken so that we might state to the
Company those matters we are required to state to it in this report
and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
Company for our review work, for this report, or for the
conclusions we have reached.
Zulfikar Walji
for and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
London
E14 5GL
United Kingdom
12 November 2024
Shareholder information
Company website
A full range of investor
information is available at experianplc.com.
Electronic shareholder communication
Shareholders may register for
Share Portal, an electronic communication service provided by Link
Market Services (Jersey) Limited, via the Company website at
experianplc.com/shares. The service is free
and it facilitates the use of a comprehensive range of shareholder
services online.
When registering for Share Portal,
shareholders can select their preferred communication method -
email or post. Shareholders will receive a written notification of
the availability on the Company's website of shareholder documents
unless they have elected to either (i) receive such notification
via email or (ii) receive paper copies of shareholder documents
where such documents are available in that format.
Dividend information
Dividends for the year ending 31 March 2025
A first interim dividend in
respect of the year ending 31 March 2025 of 19.25 US cents per
ordinary share will be paid on 7 February 2025 to shareholders on
the register at the close of business on 10 January 2025. Unless
shareholders elect by 10 January 2025 to receive US dollars, their
dividends will be paid in pounds sterling at a rate per share
calculated on the basis of the exchange rate from US dollars to
pounds sterling on 17 January 2025.
Income Access Share (IAS) arrangements
As its ordinary shares are listed
on the London Stock Exchange, the Company has a large number of UK
resident shareholders. In order that shareholders may receive
Experian dividends from a UK source, should they wish, the IAS
arrangements have been put in place. The purpose of the IAS
arrangements is to preserve the tax treatment of dividends paid to
Experian shareholders in the UK, in respect of dividends paid by
the Company. Shareholders who elect, or are deemed to elect, to
receive their dividends via the IAS arrangements will receive their
dividends from a UK source (rather than directly from the Company)
for UK tax purposes.
Shareholders who hold 50,000 or
fewer Experian shares on the first dividend record date after they
become shareholders, unless they elect otherwise, will be deemed to
have elected to receive their dividends under the IAS
arrangements.
Shareholders who hold more than
50,000 shares and who wish to receive their dividends from a UK
source must make an election to receive dividends via the IAS
arrangements. All elections remain in force indefinitely unless
revoked.
Unless shareholders have made an
election to receive dividends via the IAS arrangements, or are
deemed to have made such an election, dividends will be received
from an Irish source and will be taxed accordingly. The final date
for submission of elections to receive UK sourced dividends via the
IAS arrangements is 10 January 2025.
Dividend Reinvestment Plan (DRIP)
The DRIP enables those
shareholders who receive their dividends under the IAS arrangements
to use their cash dividends to buy more shares in the Company.
Eligible shareholders, who wish to participate in the DRIP in
respect of the first interim dividend for the year ending 31 March
2025 to be paid on 7 February 2025, should return a completed and
signed DRIP application form, to be received by the registrars by
no later than 10 January 2025. Shareholders should contact the
registrars for further details.
American Depositary Receipts (ADR)
Experian has a sponsored Level 1
ADR programme, for which J.P. Morgan Chase Bank, N.A. acts as
Depositary. This ADR programme is not listed on a stock exchange in
the USA and trades on the highest tier of the US over-the-counter
market, OTCQX, under the symbol EXPGY. Each ADR represents one
Experian plc ordinary share. Further information can be obtained by
contacting:
Shareowner Services
J.P. Morgan Chase Bank,
N.A.
PO Box 64504
St. Paul, MN 55164-0504
USA
T +1 651 453 2128 (from the USA: 1
800 990 1135)
E Visit
shareowneronline.com, then select
'Contact Us'
W
adr.com
Shareholder information (continued)
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Financial calendar
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First interim ex-dividend
date
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9 January 2025
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First interim dividend record
date
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10 January 2025
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First interim ex-dividend and record
date for American Depositary Receipts (ADRs)
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10 January 2025
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First interim dividend exchange rate
determined
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17 January 2025
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Trading update, third
quarter
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15 January 2025
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First interim dividend payment
date
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7 February 2025
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Preliminary announcement of
full-year results
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14 May 2025
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Annual General Meeting
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16 July 2025
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Contact information
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Corporate
headquarters
Experian plc
2 Cumberland Place
Fenian Street
Dublin 2
D02 HY05
Ireland
T +353 (0) 1 846 9100
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Investor
relations
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E investors@experian.com
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Registered
office
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Experian plc
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22 Grenville Street
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St Helier
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Jersey
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JE4 8PX
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Channel Islands
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Registered number -
93905
ISIN - GB00B19NLV48
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Registrars
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Experian Shareholder
Services
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Link Market Services (Jersey)
Limited
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12 Castle Street
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St Helier
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Jersey
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JE2 3RT
Channel Islands
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Shareholder helpline 0371 664 9245
(+44 800 141 2952 for calls from outside the UK)
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E experian@linkregistrars.com
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Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international
rate. Lines are open between 8.30am and 5.30pm (UK time), Monday to
Friday excluding public holidays in England and Wales.
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Stock exchange listing information
Exchange: London Stock Exchange,
Equity shares (commercial companies)
Index: FTSE 100
Symbol: EXPN
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