Pearson Interim Results for the
six months to 30th June 2024 (Unaudited)
29th July
2024
|
Solid H1 financial performance; No change to 2024 and 2025
guidance; Beyond 2025, expect to grow at mid-single digits with
expanding adjusted operating margins
|
Financial Highlights
£m
|
H1 2024
|
H1
2023
|
|
£m
|
H1 2024
|
H1
2023
|
Business performance
|
|
|
|
Statutory
results
|
|
|
Sales
|
1,754
|
1,879
|
|
Sales
|
1,754
|
1,879
|
Adjusted operating
profit
|
250
|
250
|
|
Operating
profit
|
219
|
219
|
Operating cash flow
|
129
|
79
|
|
Profit
for the period
|
158
|
187
|
Free cash flow
|
27
|
(50)
|
|
Net cash
generated from operations
|
185
|
106
|
Adjusted earnings per
share
|
25.6p
|
25.6p
|
|
Basic
earnings per share
|
23.1p
|
26.1p
|
Highlights
·
|
Underlying Group sales growth1
of 2%, excluding
OPM2 and the Strategic
Review3
businesses with
each segment performing broadly in line with our
expectations.
|
·
|
Underlying adjusted operating profit growth1 of 4%
to £250m.
|
·
|
Strong free cash flow performance up £77m to
£27m.
|
·
|
£500m share buyback substantially complete and raised interim
dividend by 6%, while balance sheet remains
robust.
|
·
|
Remain on track to deliver on FY24 expectations and reiterate
guidance out to 2025.
|
·
|
Beyond 2025, Pearson is positioned to deliver mid-single
digit underlying sales CAGR and sustained margin improvement that
will equate to an average increase of 40 basis points per annum by
continuing to drive performance in the core business, executing
synergies and expanding into adjacent markets.
|
Omar Abbosh, Pearson's Chief
Executive, said:
"Since joining Pearson at the
start of the year, I have led a comprehensive review of our
business and the markets in which we operate. This process has only
reinforced my conviction in the potential of Pearson and the vital
role we play in helping people realise the life they imagine
through learning. Significant demographic shifts and rapid advances
in AI will be important drivers of growth in education and work
over the coming years, and this plays to Pearson's strengths as a
trusted provider of learning and assessment services.
We are implementing plans across
all of our businesses that will see us deliver better products
& services with greater efficiency. We're also focusing on
opportunities to progressively build our presence in materially
larger and higher growth markets in which we are well positioned to
succeed, with a particular focus on early careers and enterprise
skilling.
"Our good strategic and financial
performance in the first half of the year sets us up to achieve our
guidance for the current year and for 2025, and we expect
thereafter to continue to deliver attractive growth with
progressive improvements in our margins alongside consistently
strong cash generation."
Underlying sales growth1 of 2%, excluding
OPM2 and Strategic Review3 businesses; 1% in
aggregate
·
|
Assessment & Qualifications
sales grew 2%, with growth across Pearson VUE, Clinical, and UK
& International Qualifications partially offset by an expected,
small decline in US Student Assessments.
|
·
|
Virtual Schools sales declined 1%,
reflecting the previously announced contract losses for the current
academic year. Virtual Learning sales declined 8% mostly
attributable to the final portion of the OPM ASU contract in the
first half of 2023.
|
·
|
Higher Education sales were down
2%, in line with our phasing guidance. We are seeing encouraging
signs of progress in the business with Spring adoption data
indicating small market share gains.
|
·
|
English Language Learning sales
increased 11% due to strong growth in Institutional as well as
growth in Mondly, partially offset by a sales decline in PTE given
market dynamics. The Argentina FX impact
discussed at Q1 has reduced as expected, and will be immaterial in
a full year context.
|
·
|
Workforce Skills sales grew 6%,
with strong performances in Vocational Qualifications, GED and
Credly.
|
Adjusted operating profit1 up 4% on an underlying
basis to £250m
·
|
Performance driven by trading
alongside net cost phasing and savings, partially offset by
inflation and restructuring charges in Higher Education, which were
weighted to the first half. First half adjusted profit margin grew
to 14% (H1 2023: 13%).
|
·
|
Headline growth was flat
reflecting underlying performance, portfolio changes and currency
movements.
|
·
|
Adjusted earnings per share was
flat at 25.6p (H1 2023: 25.6p) with higher net interest costs
offset by the reduction in issued shares, both due to the share
buyback.
|
Strong free cash flow with robust balance sheet enabling
continued investment and driving increased shareholder
returns
·
|
Operating cash flow was again
strong, up £50m to £129m (H1 2023: £79m) with good underlying
fundamentals, as well as some phasing and FX benefits.
|
·
|
Free cash flow was also strong, up
£77m to £27m (H1 2023: (£50)m) given the operating cash performance
and no reorganisation costs this year.
|
·
|
Our balance sheet remains robust
with net debt of £1.2bn (H1 2023: £0.9bn), the year on year
increase being due to the £500m share buyback and dividends,
partially offset by free cash flow.
|
|
·
|
Proposed interim dividend of 7.4p
(H1 2023: 7.0p) represents an increase of 6%.
|
|
·
|
The previously announced buyback
extension to repurchase £200m of shares continued. As at
30th June 2024 £163m of shares had been repurchased at
an average price of 994p per share, representing 81% of the total
programme.
|
|
Continued operational
progress
Operational progress continued across each of our
businesses
·
|
In Assessment &
Qualifications, Pearson VUE renewed and won a number of key
contracts, which will support future growth. Pearson VUE wins included university entrance tests in the UK
and the teacher licence contract in Georgia, and it renewed key
contracts with the National Council of State Boards of Nursing, the
Project Management Institute, and the American Registry of
Radiologic Technologists. PDRI also saw
good growth, with strong volumes across both the TSA and United
States Airforce contracts.
|
·
|
In Virtual Schools, we have
already announced the opening of 3 new schools this year and a
further 19 career programmes. This brings our total number of
schools to 40, with 24 career programmes, across 30 states for the
2024/25 academic year.
|
·
|
In Higher Education,
recent Spring semester market data indicates a
small gain in adoption share, while we also saw 3% growth in core
text units, 2% growth in US digital subscriptions and Inclusive
Access growth of 25%. Pearson+ continued to perform well with 5.0m
cumulative registered users and paid subscriptions for the full
academic year increasing 18% to 1.1m. We are seeing good engagement
with our AI study tools, and are on track to extend to a further
c.80 titles for Fall back to school. Pearson will also be launching
AI tools for instructors for the Fall 2024 semester in 25 of our
best-selling titles across business, math, science, and nursing in
the US.
|
·
|
In English Language Learning, PTE
continued to gain market share, despite a market which has declined
given tightening of policies around international study and
migration across Australia, Canada and the UK. Given these market
dynamics, we expect PTE sales to be flat to down for the year. Our
market share gains in PTE, and the ramp up for Canada, mean we are
well placed for English high stakes testing market growth, which we
expect in the medium term given demographic projections.
|
·
|
In Workforce Skills, Vishaal Gupta
joined Pearson on April 15th to lead the division, and
play a critical role in executing our enterprise skills
strategy.
|
·
|
Dave Treat joined Pearson as Chief
Technology Officer on 2nd July 2024. Dave will report to
CEO, Omar Abbosh, and work in close partnership with Pearson's
Chief Product and Chief Information Officers. He will lead
technology innovation and architecture across the
company.
|
·
|
Ginny Cartwright Ziegler joined
Pearson, today, 29 July 2024 as Chief Marketing Officer. Ginny will
report to CEO Omar Abbosh and will lead the next generation of our
work in marketing, brand and communications. Ginny is succeeding
Lynne Frank, who has stepped down from her dual role as Chief
Marketing Officer and Co-President, Direct to Consumer.
|
Positioning Pearson for sustained
growth with continued higher margins
Through an extensive examination of the business and the
markets in which we operate, we have identified a targeted market
expansion opportunity for Pearson and have updated our strategy to
drive higher performance in the core business and unlock new
synergies
·
|
Pearson is in a strong position
today. We are the world's lifelong learning company, where we are
trusted to help individuals realise the life they imagine through
learning. Our five businesses have clear lines of accountability
and improving financial performance, with particular strength in
assessments and verification.
|
·
|
We are leaders today in a c.$15bn
subsegment of the U.S. learning market, and are well positioned to
play in a larger, and faster growing c.$80bn addressable
market.
|
·
|
The opportunity for Pearson will
be supported by two key secular trends foreseen over the coming
years: shifts in demographic trends and the rapid growth in the
power of AI. The demographic shift will see the baby boomer
generation leave the
workforce, resulting in heightened pressure on talent sourcing, and
the rapid development of increasingly powerful AI models will
significantly change the world of work and skills requirements.
Employers will need to find new pools of talent and continuously
develop and verify the skills of their workforces to keep pace with
and benefit from technology and AI advancements.
|
·
|
To realise the growth opportunity
for Pearson we will:
|
|
·
|
Drive further performance from our
existing five core businesses to deliver an improved customer
proposition, growth and efficiencies. We have identified a number
of technology enabled initiatives, which we expect to unlock tens
of millions of savings over the medium term. Initially these
savings will be offset by restructuring costs, but as these pay
back they will enable us to further invest in growth
opportunities.
|
|
·
|
Unlock execution-based synergies
across the business units from product & service bundling, a
modern approach to software and product development, and a focus on
strategic partnerships.
|
·
|
We will allocate our investment
where we see the best opportunities for growth and returns: firstly
assessments and verifications; then enterprise skills and early
careers.
|
·
|
We will maintain net debt to
EBITDA of around 2x, on average over time, though in the short term
we intend to remain below this level to maintain some investment
optionality. Our dividend policy is progressive and sustainable. At
present, we do not plan to extend our share buyback programme, but
are committed to regularly reviewing this.
|
|
|
| |
Outlook
2024 Outlook reaffirmed4
Group underlying sales growth,
adjusted operating profit and tax outlook for 2024 remain in line
with market expectations. As guided, interest will be c.£45m and
free cash flow conversion 95-100%.
In terms of divisional guidance
and phasing:
·
|
Expect improved growth momentum in
the second half of 2024 with the growth of Higher Education and
normalised comparators for the assessments businesses.
|
·
|
In Assessment &
Qualifications, we continue to expect low to mid-single digit sales
growth for the year, with sales growth weighted to H2.
|
·
|
In Virtual Schools, we continue to
expect sales to decline at a similar rate to 2023, given the
previously cited loss of a larger partner school for the 2024/25
academic year. We expect Virtual Schools to return to growth in
2025 and beyond.
|
·
|
In Higher Education, we remain
confident we will return to growth in the second half and for the
full year. Growth in digital sales will continue to shift revenue
recognition from Q3 to Q4.
|
·
|
In English Language Learning, we
continue to expect high single digit sales growth and growth
weighted to the second half given the outstanding performance in
the first half of 2023. The growth will be driven mainly by
Institutional, with PTE being flat to down.
|
·
|
In Workforce Skills, we expect to
achieve high single digit sales growth.
|
·
|
Every 1c movement in £:$ rate
equates to approximately £5m adjusted operating profit
impact.
|
2025 Outlook
We continue to expect the Group to
achieve mid-single digit underlying sales 3-year CAGR from 2022 to
2025, excluding OPM and Strategic Review businesses, and remain on
track to achieve our 16-17% adjusted operating profit margin
guidance.
Medium Term Outlook
Our future growth and investment
focus will lead to mid-single digit underlying sales CAGR. Through
continued operational improvements, we
also expect to deliver sustained margin improvement
that will equate to an average increase
of 40 basis
points per annum beyond 2025. We will maintain free
cash flow conversion in the region
of 90-100% on
average across the period.
Contacts
Investor Relations
|
Jo Russell
Alex Shore
|
+44 (0) 7785 451 266
+44 (0) 7720 947
853
|
|
Gemma Terry
Brennan Matthews
|
+44 (0) 7841 363 216
+1 (332) 238-8785
|
Media
Teneo
|
Ed Cropley
|
+44 (0) 7492 949 346
|
Pearson
|
Laura Ewart
|
+44 (0) 7798 846 805
|
Results event
|
Pearson's Interim Results
presentation will be held today at both 09:30 and 14:00 (BST). If
you would like to attend the in-person session at 09:30, please
email amy.plavecky@pearson.com.
Register to join either session virtually here https://pearson.connectid.cloud/register
|
|
Notes
Forward looking statements: Except for the historical information contained herein, the
matters discussed in this statement include forward-looking
statements. In particular, all statements that express forecasts,
expectations and projections with respect to future matters,
including trends in results of operations, margins, growth rates,
overall market trends, the impact of interest or exchange rates,
the availability of financing, anticipated cost savings and
synergies and the execution of Pearson's strategy, are
forward-looking statements. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that will occur in future. They
are based on numerous assumptions regarding Pearson's present and
future business strategies and the environment in which it will
operate in the future. There are a number of factors which could
cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements,
including a number of factors outside Pearson's control. These
include international, national and local conditions, as well as
competition. They also include other risks detailed from time to
time in Pearson's publicly-filed documents and you are advised to
read, in particular, the risk factors set out in Pearson's latest
annual report and accounts, which can be found on its website
(www.pearsonplc.com). Any forward-looking statements speak only as
of the date they are made, and Pearson gives no undertaking to
update forward-looking statements to reflect any changes in its
expectations with regard thereto or any changes to events,
conditions or circumstances on which any such statement is based.
Readers are cautioned not to place undue reliance on such
forward-looking statements.
KPIs
KPI
|
Objective
|
KPI
Measure
|
H1 2024
|
H1 2023
|
Digital Growth
|
Drive digital sales
growth
|
OnVUE volumes
|
1.2m
|
1.5m*
|
Higher Education US digital
subscriptions
|
4.5m
|
4.4m+
|
PTE volume
|
546k
|
606k
|
Consumer Engagement
|
Create engaging and personalised
consumer experiences
|
NPS for Connections
Academy
|
+67
|
+67
|
NPS for PTE
|
+57
|
+56
|
Pearson+ registered
users
|
5.0m
|
4.7m
|
Mondly paid
subscriptions
|
532k
|
473k
|
Workforce Skills registered
users
|
5.4m
|
5.3m
|
Product Effectiveness
|
Improve the effectiveness of our
products to deliver better outcomes
|
PTE speed of score
return
|
1.1
days
|
1.1
days
|
VUE test volumes
|
10.9m
|
10.8m*
|
VUE partner retention
|
99.7%
|
98.0%
|
Workforce Skills number of
enterprise customers
|
1,487
|
1,556
|
Higher Education product usage -
text units
|
2.1m
|
2.0m
|
*H1 2023 figures have been
restated for adjustments made in H2 2023.
+H1 2023 US digital subscriptions restated from 4.5m to 4.4m
due to removal of non-paying subscribers.
The above table is a subset of our
full list of strategic KPIs, which will be reported on alongside
full year results.
For a full list of KPI measure
definitions, please refer to: https://plc.pearson.com/en-GB/purpose/our-targets-kpis
Operational review
£m
|
H1 2024
|
H1
2023
|
Headline
growth
|
CER
growth1
|
Underlying
growth1
|
Sales
|
|
|
|
|
|
Assessment &
Qualifications
|
811
|
796
|
2%
|
4%
|
2%
|
Virtual Learning
|
254
|
373
|
(32%)
|
(31%)
|
(8%)
|
Higher Education
|
358
|
379
|
(6%)
|
(4%)
|
(2%)
|
English Language
Learning
|
188
|
184
|
2%
|
11%
|
11%
|
Workforce Skills
|
143
|
140
|
2%
|
3%
|
6%
|
Strategic
review3
|
-
|
7
|
(100%)
|
(100%)
|
(100%)
|
Total
|
1,754
|
1,879
|
(7%)
|
(4%)
|
1%
|
Total, excluding OPM2
and Strategic
Review3
|
|
|
|
|
2%
|
|
|
|
|
|
|
Adjusted operating profit/loss
|
|
|
|
|
|
Assessment &
Qualifications
|
187
|
174
|
7%
|
10%
|
7%
|
Virtual Learning
|
31
|
47
|
(34%)
|
(32%)
|
(32%)
|
Higher Education
|
(1)
|
(1)
|
0%
|
100%
|
100%
|
English Language
Learning
|
4
|
8
|
(50%)
|
38%
|
38%
|
Workforce Skills
|
29
|
21
|
38%
|
33%
|
27%
|
Strategic
review3
|
-
|
1
|
(100%)
|
(100%)
|
(100%)
|
Total
|
250
|
250
|
0%
|
5%
|
4%
|
1Throughout this announcement: a) Growth rates are stated on
an underlying basis unless otherwise stated. Underlying growth
rates exclude currency movements, and portfolio changes. b) The
'business performance' measures are non-GAAP measures and
reconciliations to the equivalent statutory heading under IFRS are
included in notes to the attached condensed consolidated financial
statements 2, 3, 4, 6, 7 and 14. c) Constant exchange rates are
calculated by assuming the average FX in the prior period prevailed
through the current period.
2In 2023, we completed the sale of the POLS business and as
such have removed from underlying measures throughout. Within this
specific measure we exclude our entire OPM business (POLS and ASU)
to aid comparison to guidance. As expected, there are no sales in
the OPM business in 2024.
3Strategic Review is sales in international courseware local
publishing businesses which have been wound down. As expected,
there are no sales in these businesses in 2024.
42024 consensus on the Pearson website as at 22nd November
2023; organic CER sales growth of 3.7%, median adjusted operating
profit of £621m at £:$ 1.22, tax rate 24%.
Assessment &
Qualifications
In Assessment &
Qualifications, sales increased 2% on an underlying basis and 2% on
a headline basis. Adjusted operating profit increased 7% in
underlying terms due to operating leverage on sales growth, and
cost phasing and savings partially offset by inflation and 7% in
headline terms due to this, PDRI profit and currency
movements.
Pearson VUE sales were up 4% in
underlying terms driven by favorable mix and value-added services.
Test volumes
increased versus the same period last year to 10.9m. PDRI also saw
good growth with strong volumes.
In US Student Assessment, sales
decreased 3% in underlying terms due to reduced scope and phasing
of some contracts which will normalise in the second
half.
In Clinical Assessment, sales
increased 1% in underlying terms supported by pricing, digital product growth and a new product
release.
In UK and International
Qualifications, sales increased 7% in underlying terms driven by
volume, pricing and strong International growth.
Virtual Learning
Virtual Schools sales were down 1%
on an underlying basis, given the previously cited loss of a larger
partner school in the 2023/24 academic year. In Virtual Learning, sales decreased 8% on an underlying
basis mostly attributable to the final portion of the OPM ASU
contract in the first half of 2023 and 32% on a headline basis due
to currency movements and the disposal of the OPM business.
Adjusted operating profit declined 32% in underlying terms, as the
prior year comparator benefited from the ASU contract, and
decreased 34% in headline terms due to this and currency
movements.
Higher Education
In Higher Education, sales declined 2% on an underlying
basis, in line with our phasing guidance, and decreased 6% on a
headline basis due to this, currency movements and portfolio
changes. Adjusted operating profit
increased in underlying terms driven by cost savings partially
offset by restructuring costs and trading and was flat in headline
terms due to this offset by currency movements and portfolio
changes.
We also saw a strong performance
in K-12 with sales growth of 12%, given strong adoption cycle
fundamentals in this market this year.
English Language
Learning
In English Language Learning,
sales were up 11% on an underlying basis due to strong growth in
Institutional (including hyperinflationary pricing in Argentina) as
well as growth in Mondly, and 2% on a headline basis due to this
offset by currency movements. Adjusted operating profit
increased by 38% in underlying terms due to increased operating
leverage on sales partially offset by increased investment and
decreased 50% in headline terms due to this and currency
movements.
PTE volumes were down 10%, due to
declines in the English High Stakes testing market due to
tightening of policies around international study and migration.
PTE has continued to see market share gains, particularly in India
and China, while it also continues to benefit in the ramp up for
Canada.
Within Institutional, performance
was strong, with particularly good growth in Latin America and the
Middle East.
Our Online Self-Study business,
Mondly, performed well with paid subscriptions increasing 12%
versus the prior period driven by new enterprise contracts and DTC
users.
Workforce Skills
In Workforce Skills, sales were up
6% on an underlying basis and 2% on a headline basis. Adjusted
operating profit increased by 27% in underlying terms due to
trading and cost savings and increased 38% in headline terms due to
this, currency movements and portfolio changes.
Both the Vocational Qualifications
and the Workforce Solutions businesses grew by 6% in underlying
terms.
FINANCIAL REVIEW
Operating result
Sales for the six months to 30
June 2024 decreased on a headline basis by £125m or 7% from £1,879m
for the six months to 30 June 2023 to £1,754m for the same period
in 2024 and adjusted operating profit remained at £250m in the
first half of 2024 compared to £250m in the first half of 2023 (for
a reconciliation of this measure see note 2 to the condensed
consolidated financial statements).
The headline basis simply compares
the reported results for the six months to 30 June 2024 with those
for the equivalent period in the prior year. We also present sales
and profits on an underlying basis which excludes the effects of
exchange, the effect of portfolio changes arising from acquisitions
and disposals and the impact of adopting new accounting standards
that are not retrospectively applied, when relevant. Our portfolio
change is calculated by excluding sales and profits made by
businesses disposed in 2023 or 2024 and by ensuring the
contribution from acquisitions is comparable year on year. For
prior year acquisitions, the corresponding pre-acquisition period
is excluded from the current year. Portfolio changes mainly relate
to the disposals of the Group's interest in POLS, Pearson College
and our international courseware local publishing business in India
and businesses within Higher Education in 2023, and the acquisition
of PDRI in 2023.
On an underlying basis, sales
increased by 1% in the first six months of 2024 compared to the
equivalent period in 2023 and adjusted operating profit increased
by 4%. Currency movements decreased sales by £45m and adjusted
operating profit by £12m, and portfolio changes decreased sales by
£93m and increased adjusted operating profit by £1m. There were no
new accounting standards adopted in the first half of 2024 that
impacted sales or profits.
Adjusted operating profit includes
the results from discontinued operations when relevant but excludes
charges for acquired intangible amortisation and impairment,
acquisition related costs, gains and losses arising from disposals,
the cost of major reorganisation, when relevant, property charges
and one off-costs related to the UK pension scheme. A summary of
these adjustments is included below and in note 2 to the condensed
consolidated financial statements.
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Operating profit
|
|
219
|
219
|
498
|
Add back: Intangible
charges
|
|
20
|
24
|
48
|
Add back: UK pension discretionary
increase
|
|
5
|
-
|
-
|
Add back: Other net gains and
losses
|
|
6
|
7
|
16
|
Add back: Property
charges
|
|
-
|
-
|
11
|
Adjusted operating profit
|
|
250
|
250
|
573
|
Intangible amortisation charges to
the end of June 2024 were £20m compared to a charge of £24m in the
equivalent period in 2023. This is due to increased amortisation
from recent acquisitions which is more than offset by a reduction
in amortisation from intangible assets at the end of their useful
life and recent disposals.
UK pension discretionary increases
in 2024 relate to one-off pension increases awarded to certain
cohorts of pensioners in response to the cost of living
crisis.
Other net gains and losses in 2024
relate to costs related to prior year acquisitions and disposals,
partially offset by a gain on the partial disposal of our
investment in an associate. Other net gains and losses in 2023
relate largely to the gain on disposal of the POLS business and a
gain resulting from the release of a provision related to a
previous disposal, offset by losses on the disposal of Pearson
College and costs related to disposals and acquisitions.
Property charges of £11m in the
second half of 2023 relate to impairments of property assets
arising from the impact of updates in 2023 to assumptions initially
made during the 2022 and 2021 reorganisation programmes. There are
no such charges in the first half of 2024.
The reported operating profit of
£219m in the first half of 2024 compares to a profit of £219m in
the first half of 2023, with the disposal of POLS and other
businesses in 2023 reducing sales but having minimal impact on
profit, and unfavourable FX movements and inflation costs being
offset by operating leverage on sales and cost phasing and
savings.
Due to seasonal bias in some of
the Group's businesses, Pearson typically makes a higher proportion
of its profits and operating cash flows in the second half of the
year.
Net finance costs
Net finance income decreased on a
headline basis from income of £17m in the first half of 2023 to an
expense of £7m in the same period in 2024. The decrease is
primarily due to losses on investments held at fair value through
profit and loss (FVTPL) compared to gains in 2023, a reduction in
foreign exchange gains, increased borrowings and a reduction in
returns on cash deposits.
Net interest payable reflected in
adjusted earnings to 30 June 2024 was £21m, compared to a payable
of £12m in the first half of 2023. The increase is primarily due to
increased borrowings and a reduction in returns on cash
deposits.
Net finance income relating to
retirement benefits has been excluded from our adjusted earnings as
we believe the income statement presentation does not reflect the
economic substance of the underlying assets and liabilities. Also
included in the net finance costs (but not in our adjusted measure)
are interest costs relating to acquisition or disposal
transactions, fair value movements on investments classified as
FVTPL foreign exchange and other gains and losses on derivatives.
Interest relating to acquisition or disposal transactions is
excluded from adjusted earnings as it is considered part of the
acquisition cost or disposal proceeds rather than being reflective
of the underlying financing costs of the Group. Foreign exchange,
fair value movements and other gains and losses are excluded from
adjusted earnings as they represent short-term fluctuations in
market value and are subject to significant volatility. Other gains
and losses may not be realised in due course as it is normally the
intention to hold the related instruments to maturity. Interest on
certain tax provisions is excluded from our adjusted measure in
order to mirror the treatment of the underlying tax
item.
In the period to 30 June 2024, the
total of these items excluded from adjusted earnings was net income
of £14m compared to net income of £29m in the first half of 2023.
Net finance income relating to retirement benefits decreased from
£13m in the first half of 2023 to £11m in 2024 reflecting the
comparative funding position of the plans at the beginning of each
year offset by higher prevailing discount rates. Fair value
movements on investments in unlisted securities are a loss of £8m
in the first half of 2024 compared to a gain of £5m in 2023. For a
reconciliation of the adjusted measure see note 3 to the condensed
consolidated financial statements.
Taxation
The reported tax on statutory
earnings for the six months to 30 June 2024 was a charge of £54m
compared to a charge of £49m in the period to 30 June 2023. This
equates to an effective tax rate of 25.5% (2023: 20.8%). The higher
effective tax rate compared to the prior period is primarily due to
a tax credit being recognised on the disposal of the POLS business
in 2023 which is not recurring in 2024.
The total adjusted tax charge for
the period was £54m (2023: £54m), corresponding to an effective tax
rate on adjusted profit before tax of 23.6% (2023: 22.7%). For a
reconciliation of the adjusted measure see note 4 to the condensed
consolidated financial statements.
In the first half of 2024, there
was a net tax payment of £69m (2023: £59m), principally relating to
the US and the UK.
Other comprehensive
income
Included in other comprehensive
income are the net exchange differences on translation of foreign
operations. The loss on translation of £9m at 30 June 2024 compares
to a loss at 30 June 2023 of £166m. The loss in 2024 arises from an
overall weakening of the majority of currencies to which the Group
is exposed, partially offset by a slight strengthening of the US
dollar. A significant proportion of the Group's operations are
based in the US and the US dollar closing rate at 30 June 2024 was
£1:$1.26 compared to the opening rate of £1:$1.27. At the end of
June 2023, the US dollar rate was £1:$1.27 compared to the opening
rate of £1:$1.21.
Also included in other
comprehensive income at 30 June 2024 is an actuarial gain of £1m in
relation to retirement benefit obligations. The gain arises largely
from losses on assets and experience losses, offset by a decrease
in liabilities driven by higher discount rates. The gain in 2024
compares to an actuarial loss at 30 June 2023 of £27m.
Fair value losses of £4m (2023:
gains of £2m) have been recognised in other comprehensive income
and relate to movements in the value of investments in unlisted
securities held at fair value through other comprehensive income
(FVOCI).
In 2023, a gain of £122m was
recycled from the currency translation reserve to the income
statement in relation to the disposal of the POLS
business.
Cash flow and working
capital
Our operating cash flow measure is
used to align cash flows with our adjusted profit measures (see
note 14 to the condensed consolidated financial statements).
Operating cash flow increased on a headline basis by £50m from an
inflow of £79m in the first half of 2023 to an inflow of £129m in
the first half of 2024. The increase is largely explained by
reduced capital expenditure on product development, property,
plant, equipment and software and FX as well as favourable working
capital movements, some of which arise from portfolio
changes.
The equivalent statutory measure,
net cash generated from operations, was an inflow of £185m in 2024
compared to an inflow of £106m in 2023. Compared to operating cash
flow, this measure includes reorganisation costs but does not
include regular dividends from associates. It also excludes capital
expenditure on property, plant, equipment and software, and
additions to right of use assets as well as disposal proceeds from
the sale of property, plant, equipment and right of use assets
(including the impacts of transfers to/from investment in finance
lease receivable). In the first half of 2024, reorganisation cash
outflow was £5m compared to £46m in the same period in
2023.
In the first half of 2024, there
was an overall increase of £23m in cash and cash equivalents from
£309m at the end of 2023 to £332m at 30 June 2024. The increase in
2024 is primarily due to the cash inflow from operations of £185m
and proceeds from borrowings of £495m offset by payments for the
acquisition of subsidiaries of £38m, share buyback programme of
£278m, dividends paid of £107m, own share purchases of £37m, tax
paid of £69m, net interest payments of £28m, capital expenditure on
property, plant, equipment and software of £58m and payments of
lease liabilities of £39m.
The movement on trade and other
liabilities is driven by the payment of deferred consideration
relating to previous acquisitions, the net movement on the accrual
for share buyback programmes as well as movements in working
capital balances.
Liquidity and capital
resources
The Group's net debt increased
from £744m at the end of 2023 to £1,177m at the end of June 2024.
The increase is largely due to free cash flow which is more than
offset by the share buyback programme and dividend
payments.
At 30 June 2024, the Group had
drawn £495m on its Revolving Credit Facility.
At 30 June 2024, the Group had
approximately £0.5bn in total liquidity immediately available from
cash and its Revolving Credit Facility maturing February 2027. In
assessing the Group's ability to continue as a going concern for
the period until 31 December 2025, the Board analysed a variety of
downside scenarios, including a severe but plausible scenario,
where the Group is impacted by a combination of all principal risks
from H2 2024, as well as reverse stress testing to identify what
would be required to either breach covenants or run out of
liquidity. The severe but plausible scenario modelled a severe
reduction in revenue, profit and operating cash flow from risks
continuing throughout 2025. During the period under evaluation, the
Group has a €300m bond (converted to c£260m) due for repayment in
May 2025 and the model assumes that this is refinanced with a
similar sized bond in 2024. In all scenarios, the Group would
maintain comfortable liquidity headroom and sufficient headroom
against covenant requirements during the period under assessment
even before modelling the mitigating effect of actions that
management would take in the event that these downside risks were
to crystallise.
Post-retirement
benefits
Pearson operates a variety of
pension and post-retirement plans. The UK Group pension plan has by
far the largest defined benefit section. This plan has a strong
funding position and a surplus with a very substantially de-risked
investment portfolio including approximately 50% of the assets in
buy-in contracts. We have some smaller defined benefit sections in
the US and Canada but, outside the UK, most of the companies
operate defined contribution plans.
The charge to profit in respect of
worldwide pensions and retirement benefits amounted to £30m in the
period to 30 June 2024 (30 June 2023: £23m) of which a charge of
£41m (30 June 2023: £36m) was reported in operating profit and
income of £11m (30 June 2023: £13m) was reported against other net
finance costs. In the period to 30 June 2024, a charge of £5m (30
June 2023: nil) related to one-off discretionary pension increases
has been excluded from adjusted operating profit.
The overall surplus on UK Group
pension plans of £491m at the end of 2023 has decreased to a
surplus of £485m at the end of June 2024. The decrease has arisen
principally due to asset returns being lower than expected, an
increase in long-term inflation expectations, and inflation over
the period being slightly higher than was expected at the beginning
of the year. In total, our worldwide net position in respect of
pensions and other post-retirement benefits decreased from a net
asset of £455m at the end of 2023 to a net asset of £449m at the
end of June 2024.
Businesses acquired
The Group made no acquisitions of
subsidiaries in H1 2024. The cash outflow in H1 2024 relating to
acquisitions of subsidiaries was £38m, arising from the payment of
deferred consideration in respect of prior year acquisitions,
mainly Credly and Mondly, which were acquired in 2022. In addition,
there was a cash outflow relating to investments of £7m.
The cash outflow in the first half
of 2023 relating to acquisitions of subsidiaries was £173m arising
primarily from the acquisition of PDRI. In addition, there was a
cash outflow relating to the acquisition of associates of £5m and
investments of £6m.
Businesses disposed
The Group made no disposals of
subsidiaries in H1 2024. In 2024, the cash outflow relating to
costs paid in relation to the disposal of businesses in prior years
was £6m. The cash outflow in the first half of 2023 relating to the
disposal of businesses was £19m mainly relating to the disposal of
POLS and Pearson College.
In addition, the Group sold part of its investment in its associate,
Academy of Pop, for £4m (which has not yet been paid), resulting in
a gain of £2m. The remaining stake is now classified as a financial
investment.
Dividends
The dividend accounted for in the
six months to 30 June 2024 is the final dividend in respect of 2023
of 15.7p. An interim dividend for 2024 of 7.4p was declared by the
Board in July 2024 and will be accounted for in the second half of
2024.
The interim dividend will be paid
on 16 September 2024 to shareholders who are on the register of
members at close of business on 9 August 2024 (the Record Date).
Shareholders may elect to reinvest their dividend in the Dividend
Reinvestment Plan (DRIP). The last date for receipt of DRIP
elections and revocations will be 23 August 2024. A Dividend
Reinvestment Plan (DRIP) is provided by our Registrar,
Computershare Investor Services. The DRIP enables the Company's
shareholders to elect to have their cash dividend payments used to
purchase the Company's shares. More information can be found at
www.computershare.com/Investor
Share buyback
On 20 September 2023, the Board
approved a £300m share buyback programme in order to return capital
to shareholders, with a further £200m extension being announced by
the Group on 1 March 2024. In the first half of 2024, c28m shares
have been bought back at a cash cost of £278m. The £300m programme
completed in March 2024 and as at 30 June 2024 the £200m programme
was c80% complete. A £40m liability for the remainder of the £200m
programme plus related costs has been accrued as at 30 June 2024.
At 31 December 2023, a liability of £118m was accrued in relation
to the £300m share buyback programme. The nominal value of the
cancelled shares of £7m has been transferred to the capital
redemption reserve. In the period from 1 to 26 July 2024, an
additional c2m of shares have been repurchased.
Principal risks and
uncertainties
In the 2023 Annual Report and
Accounts, we set out our assessment of the principal risk issues
that face the business under the categories: accreditation risk,
artificial intelligence, content and channel risks, capability
risk, competitive marketplace, customer expectations, portfolio
change, and reputation and responsibility.
We also noted in our 2023 Annual
Report and Accounts that the Group continues to closely monitor
significant near-term and emerging risks which have been identified
as climate transition, inflation and interest rates, recession,
supply chain, tax and sanctions and geopolitics.
The principal risks and
uncertainties are summarised below. The selection of principal
risks will be reviewed in the second half of the year alongside the
Group's long-term strategic planning process. However, these risks have not changed materially from those
detailed in the 2023 Annual Report.
Accreditation Risk
Termination or modification of
accreditation due to policy changes or failure to maintain the
accreditation of our courses and assessments by states, countries,
and professional associations, reducing their eligibility for
funding or attractiveness to learners.
Artificial Intelligence, Content and Channel
Risk
The risk that Pearson's
intellectual property is harder to protect as a result of increased
content generation through artificial intelligence and that
Pearson's content and method of delivery (channel) is, or is
perceived to be, insufficiently differentiated in terms of outcomes
or learner experience.
Capability Risk
Inability to meet our contractual
obligations or to transform as required by our strategy due to
infrastructure, system or organisational challenges.
Competitive Marketplace
Significant changes in our target
markets could make those markets less attractive. This could be due
to significant changes in demand or in supply which impact the
addressable market, market share and margins (e.g. changes in
enrolments, in-sourcing of learning and assessment by customers,
open educational resources, a shift from in person to virtual or
vice versa or innovations in areas such as generative
AI).
Customer Expectations
Rising end-user expectations
increase the need to offer differentiated value propositions,
risking margin pressure to meet these expectations and potential
loss of sales if not successful.
Portfolio Change
Failure to effectively execute
desired or required portfolio changes to promote scale or
capability and increase focus on key divisional and geographic
markets, due to either execution failures or inability to secure
transactions at appropriate valuations.
Reputation and Responsibility
The risk of serious reputational
harm through failure to meet obligations to key stakeholders. These
include legal and regulatory requirements, the possibility of
serious unethical behaviour and serious breaches of customer
trust.
CONDENSED CONSOLIDATED INCOME
STATEMENT
for the period ended 30 June
2024
|
|
|
|
|
all figures in £ millions
|
note
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
Sales
|
2
|
1,754
|
1,879
|
3,674
|
Cost of goods sold
|
|
(875)
|
(960)
|
(1,839)
|
Gross profit
|
|
879
|
919
|
1,835
|
|
|
|
|
|
Operating expenses
|
|
(654)
|
(688)
|
(1,322)
|
Other net gains and
losses
|
2
|
(6)
|
(7)
|
(16)
|
Share of results of joint ventures
and associates
|
|
-
|
(5)
|
1
|
Operating profit
|
2
|
219
|
219
|
498
|
|
|
|
|
|
Finance costs
|
3
|
(57)
|
(36)
|
(81)
|
Finance income
|
3
|
50
|
53
|
76
|
Profit before tax
|
|
212
|
236
|
493
|
Income tax
|
4
|
(54)
|
(49)
|
(113)
|
Profit for the period
|
|
158
|
187
|
380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Equity holders of the
company
|
|
157
|
186
|
378
|
Non-controlling
interest
|
|
1
|
1
|
2
|
|
|
|
|
|
|
|
|
|
|
Earnings per share from continuing operations
(in pence per share)
|
|
|
|
|
Basic
|
5
|
23.1p
|
26.1p
|
53.1p
|
Diluted
|
5
|
22.8p
|
25.9p
|
52.7p
|
|
|
|
|
|
The accompanying notes to the
condensed consolidated financial statements form an integral part
of the financial information.
CONDENSED CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
for the period ended 30 June
2024
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Profit for the period
|
|
158
|
187
|
380
|
|
|
|
|
|
Items that may be reclassified to the income
statement
|
|
|
|
|
Net exchange differences on
translation of foreign operations
|
|
(9)
|
(166)
|
(177)
|
Currency translation adjustment on
disposals
|
|
-
|
(122)
|
(122)
|
Attributable tax
|
|
-
|
1
|
-
|
|
|
|
|
|
Items that are not reclassified to the income
statement
|
|
|
|
|
Fair value gain on other financial
assets
|
|
(4)
|
2
|
1
|
Attributable tax
|
|
-
|
-
|
-
|
|
|
|
|
|
Remeasurement of retirement
benefit obligations
|
|
1
|
(27)
|
(85)
|
Attributable tax
|
|
-
|
7
|
20
|
Other comprehensive expense
|
|
(12)
|
(305)
|
(363)
|
Total comprehensive income / (expense)
|
|
146
|
(118)
|
17
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Equity holders of the
company
|
|
145
|
(118)
|
16
|
Non-controlling
interest
|
|
1
|
-
|
1
|
CONDENSED CONSOLIDATED BALANCE
SHEET
as at 30 June 2024
|
|
|
|
|
all figures in £ millions
|
note
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Property, plant and
equipment
|
|
207
|
226
|
217
|
Investment property
|
|
75
|
60
|
79
|
Intangible assets
|
9
|
3,050
|
3,126
|
3,091
|
Investments in joint ventures and
associates
|
|
11
|
17
|
22
|
Deferred income tax
assets
|
|
34
|
27
|
35
|
Financial assets - derivative
financial instruments
|
|
4
|
41
|
32
|
Retirement benefit
assets
|
|
491
|
554
|
499
|
Other financial assets
|
|
141
|
138
|
143
|
Income tax assets
|
|
41
|
41
|
41
|
Trade and other
receivables
|
|
134
|
138
|
135
|
Non-current assets
|
|
4,188
|
4,368
|
4,294
|
|
|
|
|
|
Intangible assets - product
development
|
|
941
|
947
|
947
|
Inventories
|
|
89
|
110
|
91
|
Trade and other
receivables
|
|
1,081
|
1,060
|
1,050
|
Financial assets - derivative
financial instruments
|
|
55
|
17
|
16
|
Current income tax
assets
|
|
23
|
10
|
15
|
Cash and cash equivalents
(excluding overdrafts)
|
|
332
|
355
|
312
|
Current assets
|
|
2,521
|
2,499
|
2,431
|
|
|
|
|
|
Assets classified as held for
sale
|
|
-
|
15
|
2
|
Total assets
|
|
6,709
|
6,882
|
6,727
|
|
|
|
|
|
Financial liabilities -
borrowings
|
|
(1,300)
|
(1,308)
|
(1,094)
|
Financial liabilities - derivative
financial instruments
|
|
(3)
|
(43)
|
(38)
|
Deferred income tax
liabilities
|
|
(56)
|
(31)
|
(46)
|
Retirement benefit
obligations
|
|
(42)
|
(54)
|
(44)
|
Provisions for other liabilities
and charges
|
|
(14)
|
(14)
|
(15)
|
Other liabilities
|
|
(65)
|
(80)
|
(98)
|
Non-current liabilities
|
|
(1,480)
|
(1,530)
|
(1,335)
|
|
|
|
|
|
Trade and other
liabilities
|
|
(1,036)
|
(1,020)
|
(1,275)
|
Financial liabilities -
borrowings
|
|
(313)
|
(75)
|
(67)
|
Financial liabilities - derivative
financial instruments
|
|
(44)
|
(5)
|
(5)
|
Current income tax
liabilities
|
|
(15)
|
(27)
|
(32)
|
Provisions for other liabilities
and charges
|
|
(10)
|
(37)
|
(25)
|
Current liabilities
|
|
(1,418)
|
(1,164)
|
(1,404)
|
|
|
|
|
|
Liabilities classified as held for
sale
|
|
-
|
-
|
-
|
Total liabilities
|
|
(2,898)
|
(2,694)
|
(2,739)
|
|
|
|
|
|
Net assets
|
|
3,811
|
4,188
|
3,988
|
|
|
|
|
|
Share capital
|
|
167
|
179
|
174
|
Share premium
|
|
2,644
|
2,635
|
2,642
|
Treasury shares
|
|
(15)
|
(20)
|
(19)
|
Reserves
|
|
1,000
|
1,381
|
1,177
|
Total equity attributable to
equity holders of the company
|
|
3,796
|
4,175
|
3,974
|
Non-controlling
interest
|
|
15
|
13
|
14
|
Total equity
|
|
3,811
|
4,188
|
3,988
|
The condensed consolidated
financial statements were approved by the Board on
28 July 2024.
CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
for the period ended 30 June
2024
|
|
|
|
|
Equity
attributable to equity holders of the company
|
|
|
all figures in £ millions
|
Share
capital
|
Share
premium
|
Treasury
shares
|
Capital
redemption reserve
|
Fair
value reserve
|
Translation reserve
|
Retained
earnings
|
Total
|
Non-controlling interest
|
Total
equity
|
|
|
|
|
|
|
|
|
|
|
|
2024 half
year
|
At 1 January 2024
|
174
|
2,642
|
(19)
|
33
|
(12)
|
411
|
745
|
3,974
|
14
|
3,988
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
157
|
157
|
1
|
158
|
Other comprehensive income /
(expense)
|
-
|
-
|
-
|
-
|
(4)
|
(9)
|
1
|
(12)
|
-
|
(12)
|
Total comprehensive income /
(expense)
|
-
|
-
|
-
|
-
|
(4)
|
(9)
|
158
|
145
|
1
|
146
|
Equity-settled
transactions1
|
-
|
-
|
-
|
-
|
-
|
-
|
16
|
16
|
-
|
16
|
Issue of ordinary
shares
|
-
|
2
|
-
|
-
|
-
|
-
|
-
|
2
|
-
|
2
|
Buyback of equity
|
(7)
|
-
|
-
|
7
|
-
|
-
|
(204)
|
(204)
|
-
|
(204)
|
Purchase of treasury
shares
|
-
|
-
|
(30)
|
-
|
-
|
-
|
-
|
(30)
|
-
|
(30)
|
Release of treasury
shares
|
-
|
-
|
34
|
-
|
-
|
-
|
(34)
|
-
|
-
|
-
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(107)
|
(107)
|
-
|
(107)
|
At 30 June 2024
|
167
|
2,644
|
(15)
|
40
|
(16)
|
402
|
574
|
3,796
|
15
|
3,811
|
1. Equity-settled
transactions are presented net of withholding taxes that the Group
is obligated to pay on behalf of employees. The payments to the tax
authorities are accounted for as a deduction from equity for the
shares withheld.
CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
for the period ended 30 June
2024
|
|
|
|
|
Equity
attributable to equity holders of the company
|
|
|
all figures in £ millions
|
Share
capital
|
Share
premium
|
Treasury
shares
|
Capital
redemption reserve
|
Fair
value reserve
|
Translation reserve
|
Retained
earnings
|
Total
|
Non-controlling interest
|
Total
equity
|
|
|
|
|
|
|
|
|
|
|
|
2023
half year
|
At 1 January 2023
|
179
|
2,633
|
(15)
|
28
|
(13)
|
709
|
881
|
4,402
|
13
|
4,415
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
186
|
186
|
1
|
187
|
Other comprehensive income /
(expense)
|
-
|
-
|
-
|
-
|
2
|
(287)
|
(19)
|
(304)
|
(1)
|
(305)
|
Total comprehensive income /
(expense)
|
-
|
-
|
-
|
-
|
2
|
(287)
|
167
|
(118)
|
-
|
(118)
|
Equity-settled
transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
20
|
20
|
-
|
20
|
Issue of ordinary
shares
|
-
|
2
|
-
|
-
|
-
|
-
|
-
|
2
|
-
|
2
|
Buyback of equity
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Purchase of treasury
shares
|
-
|
-
|
(25)
|
-
|
-
|
-
|
-
|
(25)
|
-
|
(25)
|
Release of treasury
shares
|
-
|
-
|
20
|
-
|
-
|
-
|
(20)
|
-
|
-
|
-
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(106)
|
(106)
|
-
|
(106)
|
At 30 June 2023
|
179
|
2,635
|
(20)
|
28
|
(11)
|
422
|
942
|
4,175
|
13
|
4,188
|
CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
for the period ended 30 June
2024
|
|
|
|
|
Equity
attributable to equity holders of the company
|
|
|
all figures in £ millions
|
Share
capital
|
Share
premium
|
Treasury
shares
|
Capital
redemption reserve
|
Fair
value reserve
|
Translation reserve
|
Retained
earnings
|
Total
|
Non-controlling interest
|
Total
equity
|
|
|
|
|
|
|
|
|
|
|
|
2023
full year
|
At 1 January 2023
|
179
|
2,633
|
(15)
|
28
|
(13)
|
709
|
881
|
4,402
|
13
|
4,415
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
378
|
378
|
2
|
380
|
Other comprehensive income /
(expense)
|
-
|
-
|
-
|
-
|
1
|
(298)
|
(65)
|
(362)
|
(1)
|
(363)
|
Total comprehensive income /
(expense)
|
-
|
-
|
-
|
-
|
1
|
(298)
|
313
|
16
|
1
|
17
|
Equity-settled
transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
40
|
40
|
-
|
40
|
Tax on equity-settled
transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
1
|
-
|
1
|
Issue of ordinary
shares
|
-
|
9
|
-
|
-
|
-
|
-
|
-
|
9
|
-
|
9
|
Buyback of equity
|
(5)
|
-
|
-
|
5
|
-
|
-
|
(304)
|
(304)
|
-
|
(304)
|
Purchase of treasury
shares
|
-
|
-
|
(35)
|
-
|
-
|
-
|
-
|
(35)
|
-
|
(35)
|
Release of treasury
shares
|
-
|
-
|
31
|
-
|
-
|
-
|
(31)
|
-
|
-
|
-
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(155)
|
(155)
|
-
|
(155)
|
At 31 December 2023
|
174
|
2,642
|
(19)
|
33
|
(12)
|
411
|
745
|
3,974
|
14
|
3,988
|
CONDENSED CONSOLIDATED CASH FLOW
STATEMENT
for the period ended 30 June
2024
|
|
|
|
|
all figures in £ millions
|
note
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
Profit before tax
|
|
212
|
236
|
493
|
Net finance costs /
(income)
|
|
7
|
(17)
|
5
|
Depreciation and impairment - PPE,
investment property and assets held for sale
|
|
40
|
38
|
90
|
Amortisation and impairment -
software
|
|
61
|
64
|
123
|
Amortisation and impairment -
acquired intangible assets
|
|
20
|
24
|
46
|
Other net gains and
losses
|
|
5
|
7
|
13
|
Product development capital
expenditure
|
|
(130)
|
(144)
|
(300)
|
Product development
amortisation
|
|
144
|
137
|
284
|
Share-based payment
costs
|
|
23
|
19
|
40
|
Change in inventories
|
|
1
|
(9)
|
9
|
Change in trade and other
receivables
|
|
(34)
|
(20)
|
(24)
|
Change in trade and other
liabilities
|
|
(164)
|
(187)
|
(20)
|
Change in provisions for other
liabilities and charges
|
|
(12)
|
(45)
|
(61)
|
Other movements
|
|
12
|
3
|
(16)
|
Net cash generated from
operations
|
|
185
|
106
|
682
|
Interest paid
|
|
(41)
|
(34)
|
(60)
|
Tax paid
|
|
(69)
|
(59)
|
(97)
|
Net cash generated from operating
activities
|
|
75
|
13
|
525
|
Cash flows from investing activities
|
|
|
|
|
Acquisition of subsidiaries, net
of cash acquired
|
10
|
(38)
|
(173)
|
(171)
|
Acquisition of joint ventures and
associates
|
|
-
|
(5)
|
(5)
|
Purchase of investments
|
|
(7)
|
(6)
|
(8)
|
Purchase of property, plant and
equipment
|
|
(18)
|
(16)
|
(30)
|
Purchase of intangible
assets
|
|
(40)
|
(47)
|
(96)
|
Disposal of subsidiaries, net of
cash disposed
|
11
|
(6)
|
(19)
|
(38)
|
Proceeds from sale of
investments
|
|
-
|
3
|
7
|
Proceeds from sale of property,
plant and equipment
|
|
6
|
1
|
5
|
Lease receivables repaid including
disposals
|
|
9
|
8
|
15
|
Interest received
|
|
13
|
10
|
20
|
Net cash used in investing activities
|
|
(81)
|
(244)
|
(301)
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from issue of ordinary
shares
|
|
2
|
2
|
9
|
Buyback of equity
|
|
(278)
|
-
|
(186)
|
Settlement of share based
payments
|
|
(37)
|
(25)
|
(35)
|
Repayment of borrowings
|
|
-
|
-
|
(285)
|
Proceeds from
borrowings
|
|
495
|
220
|
285
|
Repayment of lease
liabilities
|
|
(39)
|
(42)
|
(84)
|
Dividends paid to company's
shareholders
|
|
(107)
|
(106)
|
(154)
|
Net cash generated from / (used in) financing
activities
|
|
36
|
49
|
(450)
|
Effects of exchange rate changes
on cash and cash equivalents
|
|
(7)
|
(13)
|
(8)
|
Net increase / (decrease) in cash and cash
equivalents
|
|
23
|
(195)
|
(234)
|
Cash and cash equivalents at
beginning of period
|
|
309
|
543
|
543
|
Cash and cash equivalents at end of period
|
|
332
|
348
|
309
|
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
The condensed consolidated
financial statements have been prepared in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the UK's
Financial Conduct Authority and in accordance with UK-adopted IAS
34 'Interim Financial Reporting'. The condensed consolidated
financial statements should be read in conjunction with the annual
financial statements for the year ended 31 December 2023, which
were prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act
2006 and in accordance with IFRS accounting standards as issued by
the International Accounting Standards Board (IASB). In respect of
accounting standards applicable to the Group, there is no
difference between UK-adopted IASs and IFRS accounting standards as
issued by the IASB.
The condensed consolidated
financial statements have also been prepared in accordance with the
accounting policies set out in the 2023 Annual Report and have been
prepared under the historical cost convention as modified by the
revaluation of certain financial assets and liabilities (including
derivative financial instruments) at fair value.
No new standards and
interpretations that apply to annual reporting periods beginning on
or after 1 January 2024 have had a material impact on the financial
position of the Group.
In assessing the Group's ability
to continue as a going concern for the period until 31 December
2025, the Board analysed a variety of downside scenarios, including
a severe but plausible scenario, where the Group is impacted by a
combination of all principal risks from H2 2024, as well as reverse
stress testing to identify what would be required to either breach
covenants or run out of liquidity. The severe but plausible
scenario modelled a severe reduction in revenue, profit and
operating cash flow from risks continuing throughout 2025. At 30
June 2024, the Group had available liquidity of c£0.5bn, comprising
central cash balances and the undrawn element of its $1bn Revolving
Credit Facility (RCF) maturing February 2027. During the period
under evaluation, the Group has a €300m bond (converted to c£260m)
due for repayment in May 2025 and the model assumes that this is
refinanced with a similar sized bond in 2024. Even under a severe
downside case, the Group would maintain comfortable liquidity
headroom and sufficient headroom against covenant requirements
during the period under assessment even before modelling the
mitigating effect of actions that management would take in the
event that these downside risks were to crystallise.
The directors have confirmed that
they have a reasonable expectation that the Group has adequate
resources to continue in operational existence and to meet its
liabilities as they fall due for the assessment period to 31
December 2025. The condensed consolidated financial statements have
therefore been prepared on a going concern basis.
The preparation of condensed
consolidated financial statements requires the use of certain
critical accounting assumptions. It also requires management to
exercise its judgement in the process of applying the Group's
accounting policies. The areas requiring a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the condensed consolidated financial statements,
have been set out in the 2023 Annual Report.
The financial information for the
year ended 31 December 2023 does not constitute statutory accounts
as defined in section 434 of the Companies Act 2006. A copy of the
statutory accounts for that year has been delivered to the
Registrar of Companies. The independent auditors' report on the
full financial statements for the year ended 31 December 2023 was
unqualified and did not contain an emphasis of matter paragraph or
any statement under section 498 of the Companies Act 2006.
The condensed consolidated financial statements
and related notes for the six months to 30 June 2024 are unaudited
but have been reviewed by the auditors and their review opinion is
included at the end of these condensed consolidated financial
statements.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
The Group has five main global
business divisions, which are each considered separate operating
segments for management and reporting purposes. These five
divisions are Assessment & Qualifications, Virtual Learning,
English Language Learning, Higher Education and Workforce Skills.
In addition, the International Courseware local publishing
businesses, most of which were disposed in 2022 with the remainder
being wound down in 2023, were being managed as a separate
division, known as Strategic Review. There are no longer any
reported results for the Strategic Review division.
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Sales
|
|
|
|
|
Assessment &
Qualifications
|
|
811
|
796
|
1,559
|
Virtual Learning
|
|
254
|
373
|
616
|
English Language
Learning
|
|
188
|
184
|
415
|
Workforce Skills
|
|
143
|
140
|
220
|
Higher Education
|
|
358
|
379
|
855
|
Strategic Review
|
|
-
|
7
|
9
|
Total sales
|
|
1,754
|
1,879
|
3,674
|
|
|
|
|
|
Adjusted operating profit
|
|
|
|
|
Assessment &
Qualifications
|
|
187
|
174
|
350
|
Virtual Learning
|
|
31
|
47
|
76
|
English Language
Learning
|
|
4
|
8
|
47
|
Workforce Skills
|
|
29
|
21
|
(8)
|
Higher Education
|
|
(1)
|
(1)
|
110
|
Strategic Review
|
|
-
|
1
|
(2)
|
Total adjusted operating profit
|
250
|
250
|
573
|
There were no material
inter-segment sales.
The following table reconciles the
Group's measure of segmental performance, adjusted operating
profit, to statutory operating profit:
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Adjusted operating profit
|
|
250
|
250
|
573
|
Intangible charges
|
|
(20)
|
(24)
|
(48)
|
UK pension discretionary
increases
|
|
(5)
|
-
|
-
|
Other net gains and
losses
|
|
(6)
|
(7)
|
(16)
|
Property charges
|
|
-
|
-
|
(11)
|
Operating profit
|
219
|
219
|
498
|
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
2. Segment information
continued
The Group derived revenue from the
transfer of goods and services over time and at a point in time in
the following major product lines:
all figures in £ millions
|
Assessment & Qualifications
|
Virtual
Learning
|
English
Language Learning
|
Workforce Skills
|
Higher
Education
|
Strategic Review
|
Total
|
|
|
|
|
|
|
|
|
|
|
2024 half
year
|
Courseware
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
28
|
-
|
60
|
-
|
91
|
-
|
179
|
Products and services transferred
over time
|
9
|
-
|
6
|
-
|
267
|
-
|
282
|
|
37
|
-
|
66
|
-
|
358
|
-
|
461
|
Assessments
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
93
|
-
|
3
|
3
|
-
|
-
|
99
|
Products and services transferred
over time
|
681
|
-
|
97
|
120
|
-
|
-
|
898
|
|
774
|
-
|
100
|
123
|
-
|
-
|
997
|
Services
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
-
|
-
|
12
|
-
|
-
|
-
|
12
|
Products and services transferred
over time
|
-
|
254
|
10
|
20
|
-
|
-
|
284
|
|
-
|
254
|
22
|
20
|
-
|
-
|
296
|
|
|
|
|
|
|
|
|
Total sales
|
811
|
254
|
188
|
143
|
358
|
-
|
1,754
|
|
|
|
|
|
|
|
|
|
|
2023
half year
|
Courseware
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
30
|
-
|
51
|
1
|
108
|
7
|
197
|
Products and services transferred
over time
|
10
|
-
|
5
|
-
|
268
|
-
|
283
|
|
40
|
-
|
56
|
1
|
376
|
7
|
480
|
Assessments
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
96
|
-
|
3
|
11
|
-
|
-
|
110
|
Products and services transferred
over time
|
660
|
-
|
103
|
105
|
-
|
-
|
868
|
|
756
|
-
|
106
|
116
|
-
|
-
|
978
|
Services
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
-
|
-
|
11
|
-
|
-
|
-
|
11
|
Products and services transferred
over time
|
-
|
373
|
11
|
23
|
3
|
-
|
410
|
|
-
|
373
|
22
|
23
|
3
|
-
|
421
|
|
|
|
|
|
|
|
|
Total sales
|
796
|
373
|
184
|
140
|
379
|
7
|
1,879
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
2. Segment information
continued
all figures in £ millions
|
Assessment & Qualifications
|
Virtual
Learning
|
English
Language Learning
|
Workforce Skills
|
Higher
Education
|
Strategic Review
|
Total
|
|
|
|
|
|
|
|
|
|
|
2023
full year
|
Courseware
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
57
|
-
|
135
|
2
|
254
|
9
|
457
|
Products and services transferred
over time
|
20
|
-
|
15
|
-
|
595
|
-
|
630
|
|
77
|
-
|
150
|
2
|
849
|
9
|
1,087
|
Assessments
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
198
|
-
|
5
|
5
|
-
|
-
|
208
|
Products and services transferred
over time
|
1,284
|
-
|
204
|
170
|
-
|
-
|
1,658
|
|
1,482
|
-
|
209
|
175
|
-
|
-
|
1,866
|
Services
|
|
|
|
|
|
|
|
Products transferred at a point in
time
|
-
|
-
|
35
|
-
|
-
|
-
|
35
|
Products and services transferred
over time
|
-
|
616
|
21
|
43
|
6
|
-
|
686
|
|
-
|
616
|
56
|
43
|
6
|
-
|
721
|
|
|
|
|
|
|
|
|
Total sales
|
1,559
|
616
|
415
|
220
|
855
|
9
|
3,674
|
|
|
|
|
|
|
|
|
| |
Adjusted operating profit is one
of the Group's key business performance measures. The measure
includes the operating profit from the total business but excludes
charges for acquired intangibles amortisation and impairment,
acquisition related costs, gains and losses arising from disposals,
the cost of major reorganisation where relevant, property charges
and one-off costs related to the UK pension scheme.
Intangible charges - These
represent charges relating to intangibles acquired through business
combinations. These charges are excluded as they reflect past
acquisition activity and do not necessarily reflect the current
year performance of the Group. Intangible amortisation charges in
the first half of 2024 were £20m compared to a charge of £24m in
the equivalent period in 2023.
UK pension discretionary increases
- Charges in 2024 relate to one-off pension increases awarded to
certain cohorts of pensioners in response to the cost of living
crisis.
Other net gains and losses - These
represent profits and losses on the sale of subsidiaries, joint
ventures, associates and other financial assets and are excluded
from adjusted operating profit in order to show the performance of
the Group on a more comparable basis year on year. Other net gains
and losses also includes costs related to business closures and
acquisitions. Other net gains and losses in 2024 relate to costs
related to prior year acquisitions and disposals, partially offset
by a gain on the partial disposal of our investment in an
associate. Other net gains and losses in the first half of 2023
relate largely to the gain on disposal of the POLS business and a
gain related to the release of a provision related to a historical
acquisition, offset by losses on the disposal of Pearson College
and costs related to current and prior year disposals and
acquisitions.
Property charges - In the second
half of 2023, charges of £11m relate to impairments of property
assets arising from the impact of updates in 2023 to assumptions
initially made during the 2022 and 2021 reorganisation programmes.
There are no such charges in the first half of 2024.
Adjusted operating profit should
not be regarded as a complete picture of the Group's financial
performance. For example, adjusted operating profit includes the
benefits of major reorganisation programmes but excludes the
significant associated costs, and adjusted operating profit
excludes costs related to acquisitions, and the amortisation of
intangibles acquired in business combinations, but does not exclude
the associated revenues. The Group's definition of adjusted
operating profit may not be comparable to other similarly titled
measures reported by other companies.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
3. Net finance income /
costs
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Net finance (costs) / income
|
|
(7)
|
17
|
(5)
|
Net finance income in respect of
retirement benefits
|
|
(11)
|
(13)
|
(26)
|
Interest on deferred and
contingent consideration
|
|
1
|
2
|
4
|
Fair value movements on
investments held at FVTPL
|
|
8
|
(5)
|
(13)
|
Net foreign exchange
gains
|
|
-
|
(4)
|
(3)
|
Fair value movements on
derivatives
|
|
(12)
|
(9)
|
10
|
Net interest payable reflected in adjusted
earnings
|
|
(21)
|
(12)
|
(33)
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
Finance costs
|
|
(57)
|
(36)
|
(81)
|
Finance income
|
|
50
|
53
|
76
|
Net finance (costs) / income
|
|
(7)
|
17
|
(5)
|
Net interest payable is the
finance cost measure used in calculating adjusted earnings. Net
interest payable primarily consists of interest costs related to
bonds, the RCF and lease liabilities, partially offset by interest
income on cash deposits and lease receivables. Net interest payable
at 30 June 2024 has increased when compared to 30 June 2023 due to
increased borrowings and a reduction in returns on cash
deposits.
The above table reconciles net
finance income to net interest payable.
Net finance income relating to
retirement benefits has been excluded from our adjusted earnings as
we believe the income statement presentation does not reflect the
economic substance of the underlying assets and liabilities. Also
excluded are interest costs relating to acquisition or disposal
transactions, fair value movements on investments classified as
FVTPL, foreign exchange and other gains and losses on derivatives.
Interest relating to acquisition or disposal transactions is
excluded from adjusted earnings as it is considered part of the
acquisition cost or disposal proceeds rather than being reflective
of the underlying financing costs of the Group.
Foreign exchange, fair value
movements and other gains and losses are excluded from adjusted
earnings as they represent short-term fluctuations in market value
and are subject to significant volatility. Other gains and losses
may not be realised in due course as it is normally the intention
to hold the related instruments to maturity. Interest on certain
tax provisions is excluded from our adjusted measure in order to
mirror the treatment of the underlying tax item.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
4. Income tax
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Income tax charge
|
|
(54)
|
(49)
|
(113)
|
Tax on property charges
|
|
-
|
-
|
(3)
|
Tax on other net gains and
losses
|
|
-
|
(8)
|
(10)
|
Tax on intangible
charges
|
|
(5)
|
(6)
|
(11)
|
Tax on UK pension discretionary
increases
|
|
(1)
|
-
|
-
|
Tax on other net finance
income
|
|
4
|
7
|
7
|
Tax amortisation benefit on
goodwill and intangibles
|
|
2
|
2
|
4
|
Tax benefit on UK tax rate
change
|
|
-
|
-
|
1
|
Other tax items
|
|
-
|
-
|
1
|
Adjusted income tax charge
|
|
(54)
|
(54)
|
(124)
|
|
|
|
|
|
Adjusted profit before
tax
|
|
229
|
238
|
540
|
|
|
|
|
|
Tax rate reflected in statutory
earnings
|
|
25.5%
|
20.8%
|
24.5%
|
Tax rate reflected in adjusted
earnings
|
|
23.6%
|
22.7%
|
23.0%
|
The adjusted income tax charge
excludes the tax benefit or charge on items that are excluded from
the profit or loss before tax (see note 2). The adjusted tax
charged in the period ended 30 June 2024 has been calculated by
applying management's best estimate of the weighted average annual
effective rate of tax which is expected to apply to the Group for
the year ended 31 December 2024 to the adjusted profit before tax
for the period ended 30 June 2024. Adjusting items have been tax
effected on an item by item basis based on
the applicable statutory tax rate in the country to which the item
relates.
The tax benefit from tax
deductible goodwill and intangibles is added to the adjusted income
tax charge as this benefit more accurately aligns the adjusted tax
charge with the expected rate of cash tax payments.
The statutory tax charge in the
period ended 30 June 2024 is higher than the period ended 30 June
2023 due to a tax credit being recognised on the disposal of the
POLS business in 2023 which is not recurring in 2024.
The Group is within the scope of
the UK legislation in relation to Pillar Two which was effective
from 1 January 2024. Based on the most recent forecast financial
information available for the constituent entities in the Group,
the Pillar Two effective tax rates in most of the jurisdictions in
which the Group operates are above 15%. However, there are a
limited number of jurisdictions where the transitional safe harbour
relief does not apply and the Pillar Two effective tax rate is
close to 15%. There is no material impact of the Pillar Two
legislation for the Group.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
Basic earnings per share is
calculated by dividing the profit or loss attributable to equity
shareholders of the company (earnings) by the weighted average
number of ordinary shares in issue during the period, excluding
ordinary shares purchased by the company and held as treasury
shares. Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares to take account of all
dilutive potential ordinary shares and adjusting the profit
attributable, if applicable, to account for any tax consequences
that might arise from conversion of those shares.
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Earnings for the period
|
|
158
|
187
|
380
|
Non-controlling
interest
|
|
(1)
|
(1)
|
(2)
|
Earnings attributable to equity
shareholders
|
|
157
|
186
|
378
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
(millions)
|
|
680.5
|
714.0
|
711.5
|
Effect of dilutive share options
(millions)
|
|
6.9
|
5.0
|
5.8
|
Weighted average number of shares
(millions) for diluted earnings
|
|
687.4
|
719.0
|
717.3
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
Basic
|
|
23.1p
|
26.1p
|
53.1p
|
Diluted
|
|
22.8p
|
25.9p
|
52.7p
|
6. Adjusted earnings per
share
In order to show results from
operating activities on a consistent basis, an adjusted earnings
per share is presented which excludes certain items as set out
below.
Adjusted earnings is a non-GAAP
financial measure and is included as it is a key financial measure
used by management to evaluate performance and allocate resources
to business segments. The measure also enables users of the
accounts to more easily, and consistently, track the underlying
operational performance of the Group and its business segments over
time by separating out those items of income and expenditure
relating to acquisition and disposal transactions, major
reorganisation programmes and certain other items that are also not
representative of underlying performance (see notes 2, 3 and 4 for
further information and reconciliation to equivalent statutory
measures).
The adjusted earnings per share
includes both continuing and discontinued businesses on an
undiluted basis when relevant. The company's definition of adjusted
earnings per share may not be comparable to other similarly titled
measures reported by other companies. A reconciliation of the
adjusted measures to their corresponding statutory measures is
shown in the tables below and in notes 2, 3 and 4.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
6. Adjusted earnings per
share continued
|
|
|
|
|
|
|
|
|
|
|
all figures in £ millions
|
note
|
Statutory income statement
|
Property
charges
|
UK
pension discretionary increases
|
Other
net gains and losses
|
Intangible charges
|
Other
net finance costs
|
Other
tax items
|
Adjusted
income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 half
year
|
Operating profit
|
|
2
|
219
|
-
|
5
|
6
|
20
|
-
|
-
|
250
|
Net finance income /
(costs)
|
|
3
|
(7)
|
-
|
-
|
-
|
-
|
(14)
|
-
|
(21)
|
Profit / (loss) before tax
|
|
|
212
|
-
|
5
|
6
|
20
|
(14)
|
-
|
229
|
Income tax
|
|
4
|
(54)
|
-
|
(1)
|
-
|
(5)
|
4
|
2
|
(54)
|
Profit / (loss) for the year
|
|
|
158
|
-
|
4
|
6
|
15
|
(10)
|
2
|
175
|
Non-controlling
interest
|
|
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
|
Earnings / (loss)
|
|
|
157
|
-
|
4
|
6
|
15
|
(10)
|
2
|
174
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
(millions)
|
|
|
|
|
680.5
|
Weighted average number of shares (millions) for diluted
earnings
|
|
|
|
|
687.4
|
|
|
|
|
|
|
Adjusted earnings per share (basic)
|
|
|
|
|
25.6p
|
Adjusted earnings per share (diluted)
|
|
|
|
|
25.3p
|
|
|
|
|
|
|
|
|
|
|
|
| |
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
6. Adjusted earnings per
share continued
|
|
|
|
|
|
|
|
|
|
|
all figures in £ millions
|
note
|
Statutory income statement
|
Property
charges
|
UK
pension discretionary increases
|
Other
net gains and losses
|
Intangible charges
|
Other
net finance costs
|
Other
tax items
|
Adjusted
income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
half year
|
|
Operating profit
|
|
2
|
219
|
-
|
-
|
7
|
24
|
-
|
-
|
250
|
|
Net finance income /
(costs)
|
|
3
|
17
|
-
|
-
|
-
|
-
|
(29)
|
-
|
(12)
|
|
Profit / (loss) before tax
|
|
|
236
|
-
|
-
|
7
|
24
|
(29)
|
-
|
238
|
|
Income tax
|
|
4
|
(49)
|
-
|
-
|
(8)
|
(6)
|
7
|
2
|
(54)
|
|
Profit / (loss) for the year
|
|
|
187
|
-
|
-
|
(1)
|
18
|
(22)
|
2
|
184
|
|
Non-controlling
interest
|
|
|
(1)
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
|
|
Earnings / (loss)
|
|
|
186
|
-
|
-
|
(1)
|
18
|
(22)
|
2
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
(millions)
|
|
|
|
714.0
|
|
Weighted average number of shares
(millions) for diluted earnings
|
|
|
|
719.0
|
|
|
|
|
|
|
|
Adjusted earnings per share
(basic)
|
|
|
|
25.6p
|
|
Adjusted earnings per share
(diluted)
|
|
|
|
25.5p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
6. Adjusted earnings per
share continued
|
|
|
|
|
|
|
|
|
|
|
all figures in £ millions
|
note
|
Statutory income statement
|
Property
charges
|
UK
pension discretionary increases
|
Other
net gains and losses
|
Intangible charges
|
Other
net finance costs
|
Other
tax items
|
Adjusted
income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
full year
|
Operating profit
|
|
2
|
498
|
11
|
-
|
16
|
48
|
-
|
-
|
573
|
Net finance income /
(costs)
|
|
3
|
(5)
|
-
|
-
|
-
|
-
|
(28)
|
-
|
(33)
|
Profit / (loss) before tax
|
|
|
493
|
11
|
-
|
16
|
48
|
(28)
|
-
|
540
|
Income tax
|
|
4
|
(113)
|
(3)
|
-
|
(10)
|
(11)
|
7
|
6
|
(124)
|
Profit / (loss) for the year
|
|
|
380
|
8
|
-
|
6
|
37
|
(21)
|
6
|
416
|
Non-controlling
interest
|
|
|
(2)
|
-
|
-
|
-
|
-
|
-
|
-
|
(2)
|
Earnings / (loss)
|
|
|
378
|
8
|
-
|
6
|
37
|
(21)
|
6
|
414
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
(millions)
|
|
|
|
711.5
|
Weighted average number of shares
(millions) for diluted earnings
|
|
|
|
717.3
|
|
|
|
|
|
|
Adjusted earnings per share
(basic)
|
|
|
|
58.2p
|
Adjusted earnings per share
(diluted)
|
|
|
|
57.7p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
7. Dividends
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Amounts recognised as
distributions to equity shareholders in the period
|
|
107
|
106
|
155
|
The directors are declaring an
interim dividend of 7.4p per equity share, payable on 16 September
2024 to shareholders on the register at the close of business on 9
August 2024. This interim dividend, which will absorb an estimated
£49m of shareholders' funds, has not been included as a liability
as at 30 June 2024.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
Pearson earns a significant
proportion of its sales and profits in overseas currencies, the
most important being the US dollar. The relevant rates are as
follows:
|
|
|
|
|
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Average rate for
profits
|
|
1.26
|
1.24
|
1.25
|
Period end rate
|
|
1.26
|
1.27
|
1.27
|
9. Non-current intangible
assets
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Goodwill
|
|
2,436
|
2,441
|
2,434
|
Other intangibles
|
|
614
|
685
|
657
|
Non-current intangible assets
|
|
3,050
|
3,126
|
3,091
|
There were no significant
acquisitions or disposals in 2024.
In 2023, business combinations
resulted in the recognition of additional goodwill of £61m and
intangible assets of £117m (see note 10 for further
details).
In 2023, business disposals
resulted in the disposal of £53m of intangible assets (see note 11
for further details). A relative value method was used to allocate
goodwill to the disposed business in the Virtual Learning CGU
aggregation. The result of this was that no goodwill was allocated
to the disposed business.
Other movements in the goodwill
balance relate to foreign exchange differences. Other movements in
the intangibles balance relate to additions, amortisation and
foreign exchange differences.
The Group has assessed its
remaining goodwill and intangibles for impairment triggers and
concluded that a full goodwill impairment review is not required at
30 June 2024.
The 2023 Annual Report sets out
the key assumptions by segment. The discount rate, perpetuity
growth rate and other assumptions used in the impairment review,
and the sensitivity to changes in those assumptions remain broadly
the same as the position outlined in the 2023 Annual Report.
There were no impairments to
acquisition related or other intangibles in the first half of 2024
or 2023.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
10. Business
combinations
There have been no significant
acquisitions of subsidiaries in H1 2024.
On 22 March 2023, the Group
acquired 100% of the share capital of Personnel Decisions Research
Institutes, LLC ('PDRI') for cash consideration of £152m ($187m).
There was no contingent or deferred consideration. Net assets
acquired of £91m were recognised on the Group's balance sheet
including £117m of acquired intangible assets mainly relating to
customer relationships and contracts, and technology that will be
amortised over periods up to 15 years, and were valued by a third
party specialist. The transaction resulted in the recognition of
£61m of goodwill. Details of the fair values of the assets that
were acquired and the consideration were set out in the 2023 Annual
Report.
The net cash outflow relating to
acquisitions in the period is shown in the table below and
relates to deferred payments for prior year
acquisitions, mainly arising from the acquisitions of Credly and
Mondly in 2022.
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Cash - current year
acquisitions
|
|
-
|
(152)
|
(152)
|
Cash and cash equivalents
acquired
|
|
-
|
4
|
4
|
Deferred payments for prior year
acquisitions and other items
|
|
(38)
|
(25)
|
(23)
|
Net cash outflow on acquisitions
|
|
(38)
|
(173)
|
(171)
|
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
11. Disposals and business
closures
There have been no disposals of
subsidiaries in H1 2024.
On 30 June 2023, the Group
disposed of its interests in its POLS businesses in the US, UK,
Australia and India. The business disposed excluded Pearson's
contract with ASU. The consideration to be received is deferred and
comprises a 27.5% share of positive adjusted EBITDA in each
calendar year for 6 years from the disposal date and 27.5% of the
proceeds received by the purchaser in relation to any future
monetisation event. The consideration was valued at £12m and a
pre-tax gain on disposal of £13m was recognised for the year ended
31 December 2023.
The net cash outflow relating to
disposals in the period is shown in the table
below.
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Proceeds - current year
disposals
|
|
-
|
1
|
1
|
Cash and cash equivalents
disposed
|
|
-
|
(12)
|
(12)
|
Costs and other disposal
liabilities paid
|
|
(6)
|
(8)
|
(27)
|
Net cash outflow from disposals
|
|
(6)
|
(19)
|
(38)
|
In addition, the Group sold part
of its investment in its associate, Academy of Pop, for £4m (which
has not yet been paid), resulting in a gain of £2m. The remaining
stake is now classified as a financial investment. In 2023, the
Group paid £5m relating to the Group's initial capital
contribution.
|
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
12. Net debt
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Derivative financial
instruments
|
|
4
|
41
|
32
|
Trade and other receivables -
investment in finance lease
|
|
73
|
90
|
82
|
Current assets
|
|
|
|
|
Derivative financial
instruments
|
|
55
|
17
|
16
|
Trade and other receivables -
investment in finance lease
|
|
19
|
17
|
18
|
Cash and cash equivalents
(excluding overdrafts)
|
|
332
|
355
|
312
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
|
(1,300)
|
(1,308)
|
(1,094)
|
Derivative financial
instruments
|
|
(3)
|
(43)
|
(38)
|
Current liabilities
|
|
|
|
|
Borrowings
|
|
(313)
|
(75)
|
(67)
|
Derivative financial
instruments
|
|
(44)
|
(5)
|
(5)
|
Net debt
|
|
(1,177)
|
(911)
|
(744)
|
Included in borrowings at 30 June
2024 are lease liabilities of £521m (non-current £458m, current
£63m). This compares to lease liabilities of £561m (non-current
£492m, current £69m) at 30 June 2023 and £547m (non-current £483m,
current £64m) at 31 December 2023. The net lease liability at 30
June 2024 after including the investment in finance leases noted
above was £429m (2023 half year: £454m, 2023 full year: £447m). Net
debt excluding net lease liabilities is £748m (2023 half year:
£457m, 2023 full year: £297m).
In 2024, the increase in
borrowings primarily reflects the additional drawdown on the
revolving credit facility of £495m, partially offset by the
repayment of lease liabilities of £39m. In 2023, the movement on
borrowings primarily reflects the drawdown on the revolving credit
facility of £220m and the repayment of lease liabilities of
£42m.
For the purposes of the cash flow
statement, cash and cash equivalents are presented net of
overdrafts of £nil (at 30 June 2023: £7m; 31 December: £3m) which
are repayable on demand. These overdrafts are excluded from cash
and cash equivalents disclosed on the balance sheet.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
13. Classification of assets and
liabilities measured at fair value
|
Level
1
|
Level
2
|
---Level 3---
|
Total fair
value
|
all figures in £ millions
|
FVTPL -
Cash and cash equivalents
|
Derivatives
|
FVOCI
Investments
|
FVTPL -
Investments and Other
|
|
|
|
|
|
|
2024 half
year
|
|
|
|
|
|
|
Investments in unlisted
securities
|
-
|
-
|
26
|
115
|
141
|
Cash and cash
equivalents
|
42
|
-
|
-
|
-
|
42
|
Derivative financial
instruments
|
-
|
59
|
-
|
-
|
59
|
Deferred and contingent
consideration
|
-
|
-
|
-
|
12
|
12
|
Total financial assets held at fair value
|
42
|
59
|
26
|
127
|
254
|
|
|
|
|
|
|
Derivative financial
instruments
|
-
|
(47)
|
-
|
-
|
(47)
|
Deferred and contingent
consideration
|
-
|
-
|
-
|
(21)
|
(21)
|
Total financial liabilities held at fair
value
|
-
|
(47)
|
-
|
(21)
|
(68)
|
|
|
|
|
|
|
2023
half year
|
|
|
|
|
|
|
Investments in unlisted
securities
|
-
|
-
|
24
|
114
|
138
|
Cash and cash
equivalents
|
39
|
-
|
-
|
-
|
39
|
Derivative financial
instruments
|
-
|
58
|
-
|
-
|
58
|
Deferred and contingent
consideration
|
-
|
-
|
-
|
12
|
12
|
Total financial assets held at fair value
|
39
|
58
|
24
|
126
|
247
|
|
|
|
|
|
|
Derivative financial
instruments
|
-
|
(48)
|
-
|
-
|
(48)
|
Deferred and contingent
consideration
|
-
|
-
|
-
|
(56)
|
(56)
|
Total financial liabilities held at fair
value
|
-
|
(48)
|
-
|
(56)
|
(104)
|
|
|
|
|
|
|
2023
full year
|
|
|
|
|
|
|
Investments in unlisted
securities
|
-
|
-
|
23
|
120
|
143
|
Cash and cash
equivalents
|
31
|
-
|
-
|
-
|
31
|
Derivative financial
instruments
|
-
|
48
|
-
|
-
|
48
|
Deferred and contingent
consideration
|
-
|
-
|
-
|
12
|
12
|
Total financial assets held at fair value
|
31
|
48
|
23
|
132
|
234
|
|
|
|
|
|
|
Derivative financial
instruments
|
-
|
(43)
|
-
|
-
|
(43)
|
Deferred and contingent
consideration
|
-
|
-
|
-
|
(57)
|
(57)
|
Total financial liabilities held at fair
value
|
-
|
(43)
|
-
|
(57)
|
(100)
|
There have been no transfers in
classification during the year.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
13. Classification of assets and
liabilities measured at fair value continued
Level 1 valuations are based on
unadjusted quoted prices in active markets for identical financial
instruments. Cash and cash equivalents include money market funds
which are treated as FVTPL under IFRS 9 with the fair value
movements recognised as finance income or cost.
The fair values of level 2 assets
and liabilities are determined by reference to market data and
established estimation techniques such as discounted cash flow and
option valuation models. Within level 3 assets, the fair value of
our investments in unlisted securities are determined by reference
to the financial performance of the underlying asset and amounts
realised on the sale of similar assets. Individually these assets
are immaterial and therefore no sensitivities have been
disclosed.
Level 3 assets also include the
contingent consideration receivable in respect of the sale of the
POLS business, which comprises a 27.5% share of positive adjusted
EBITDA in each calendar year for 6 years from the disposal date and
27.5% of the proceeds received by the purchaser in relation to any
future monetisation event. The valuation of the deferred
consideration has been determined on the basis of a discounted cash
flow model, and valued by a third-party specialist.
The key inputs into the discounted cash flow
model are the estimates of adjusted EBITDA for the 6 year period
and the estimate of the valuation of the business thereafter.
Reasonably possible changes in assumptions for the inputs into the
model would not have a material impact on the carrying value of the
contingent consideration, and therefore sensitivities have not been
disclosed. The deferred and contingent consideration payable in
respect of prior year acquisitions is measured as the net present
value of the expected cashflows.
The movements in fair values of
level 3 financial assets measured at fair value, being principally
the investments in unlisted securities and contingent consideration
receivable, are shown in the table below:
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
At beginning of period
|
|
155
|
136
|
136
|
Exchange differences -
OCI
|
|
1
|
(5)
|
(5)
|
Additions
|
|
9
|
18
|
20
|
Disposals and
repayments
|
|
-
|
(6)
|
(10)
|
Fair value movements - Income
Statement
|
|
(8)
|
5
|
13
|
Fair value movements -
OCI
|
|
(4)
|
2
|
1
|
At end of period
|
|
153
|
150
|
155
|
The movement in the fair value of
the deferred and contingent consideration payable is shown in the
table below:
|
|
|
|
|
all figures in £ millions
|
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
At beginning of period
|
|
(57)
|
(79)
|
(79)
|
Exchange differences
|
|
(1)
|
4
|
3
|
Fair value movements - Income
Statement
|
|
(1)
|
(2)
|
(4)
|
Repayments
|
|
38
|
21
|
23
|
At end of period
|
|
(21)
|
(56)
|
(57)
|
The market value of the Group's
bonds is £570m (30 June 2023: £540m; 31 December 2023: £579m)
compared to their carrying value of £597m (30 June 2023: £596m; 31
December 2023: £611m). For all other financial assets and
liabilities, fair value is not materially different to carrying
value.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
14. Cash flows
Operating cash flow and free cash
flow are non-GAAP measures and have been disclosed as they are part
of the Group's corporate and operating measures. These measures are
presented in order to align the cash flows with corresponding
adjusted profit measures. The table below reconciles the statutory
profit and cash flow measures to the corresponding adjusted
measures. The table on the next page reconciles operating cash flow
to free cash flow to net debt.
all figures in £ millions
|
Statutory
measure
|
Cost of
major reorganisation
|
Property
charges
|
Other net
gains and losses
|
UK
pension discretionary increases
|
Intangible charges
|
Purchase/
disposal of PPE and software
|
Net
addition of right of use assets
|
Dividends
from joint ventures and associates
|
Adjusted
measure
|
|
|
|
|
|
|
|
2024 half year
|
Operating profit
|
219
|
-
|
-
|
6
|
5
|
20
|
-
|
-
|
-
|
250
|
Adjusted operating profit
|
Net cash generated from operations
|
185
|
5
|
-
|
3
|
-
|
-
|
(52)
|
(12)
|
-
|
129
|
Operating cash flow
|
|
|
|
|
|
2023 half year
|
Operating profit
|
219
|
-
|
-
|
7
|
-
|
24
|
-
|
-
|
-
|
250
|
Adjusted operating profit
|
Net cash generated from operations
|
106
|
46
|
-
|
-
|
-
|
-
|
(62)
|
(11)
|
-
|
79
|
Operating cash
flow
|
|
|
|
|
|
2023 full year
|
Operating profit
|
498
|
-
|
11
|
16
|
-
|
48
|
-
|
-
|
-
|
573
|
Adjusted operating profit
|
Net cash generated from operations
|
682
|
63
|
-
|
4
|
-
|
-
|
(121)
|
(41)
|
-
|
587
|
Operating cash
flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
14. Cash flows
continued
|
|
|
|
|
all figures in £ millions
|
note
|
2024
|
2023
|
2023
|
|
|
half year
|
half
year
|
full
year
|
|
|
|
|
|
Reconciliation of operating cash flow to closing net
debt
|
|
|
|
|
|
|
|
|
Operating cash flow
|
|
129
|
79
|
587
|
Tax paid
|
|
(69)
|
(59)
|
(97)
|
Net finance costs paid
|
|
(28)
|
(24)
|
(40)
|
Cost paid for major
reorganisation
|
|
(5)
|
(46)
|
(63)
|
Free cash flow
|
|
27
|
(50)
|
387
|
Dividends paid (including to
non-controlling interest)
|
|
(107)
|
(106)
|
(154)
|
Net movement of funds from operations
|
|
(80)
|
(156)
|
233
|
Acquisitions and
disposals
|
|
(54)
|
(200)
|
(219)
|
Net equity transactions
|
|
(313)
|
(23)
|
(212)
|
Other movements on financial
instruments
|
|
14
|
25
|
11
|
Movement in net debt
|
|
(433)
|
(354)
|
(187)
|
Opening net debt
|
|
(744)
|
(557)
|
(557)
|
Closing net debt
|
12
|
(1,177)
|
(911)
|
(744)
|
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
for the period ended 30 June
2024
15. Contingencies, tax uncertainties
and other liabilities
There are Group contingent
liabilities that arise in the normal course of business in respect
of indemnities, warranties and guarantees in relation to former
subsidiaries and in respect of guarantees in relation to
subsidiaries, joint ventures and associates. In addition, there are
contingent liabilities of the Group in respect of unsettled or
disputed tax liabilities, legal claims, contract disputes,
royalties, copyright fees, permissions and other rights. None of
these claims are expected to result in a material gain or loss to
the Group.
On 25 April 2019, the European
Commission published the full decision that the United Kingdom
controlled foreign company group financing partial exemption
('FCPE') partially constitutes State Aid. An appeal by the UK
Government and other parties was dismissed by the EU General Court
on 8 June 2022. Following a further appeal heard in January 2024,
on 11 April 2024 the Advocate General released their (non-binding)
expert opinion finding in favour of the UK Government and other
parties. We now await the final binding judgement. The total
exposure is calculated to be £105m (excluding interest) with a
provision of £63m held in relation to this issue.
The remaining tax receivable is disclosed as a
non-current asset on the balance sheet. The provision is calculated
considering a range of possible outcomes and applying a probability
to each, resulting in a weighted average outcome. The possible
outcomes considered range from no liability through to the full
exposure (£105m). This issue is specific to periods up to 2018 and
is not a continuing exposure.
The Group is under assessment from
the tax authorities in Brazil challenging the deduction for tax
purposes of goodwill amortisation for the years 2012 to 2020.
Similar assessments may be raised for other years. Potential total
exposure (including possible interest and penalties) could be up to
BRL 1,345m (£192m) for periods up to 30 June 2024, with additional
potential exposure of BRL 24m (£3m) in relation to deductions
expected to be taken in future periods. Such assessments are common
in Brazil. The Group believes that the likelihood that the tax
authorities will ultimately prevail is low and that the Group's
position is strong. At present, the Group believes no provision is
required.
The Group is also under assessment
from the UK tax authorities for the years 2019 to 2021. The maximum
exposure is calculated to be £43m with a provision of £21m
currently held. The provision is calculated considering a range of
possible outcomes and applying a probability to each, resulting in
a weighted average outcome. The possible outcomes considered range
from no liability through to the full exposure (£43m). The points
being assessed are specific to 2019 to 2021 and do not represent
continuing exposures.
Related party transactions in the
six months ended 30 June 2024 were substantially the same in nature
to
those disclosed in note 36 of the
Annual Report and Accounts for the year ended 31 December 2023. All
related party transactions are on an arm's length basis. There were
no other material related party transactions in the period that
have materially affected the financial position or performance of
the Group and no guarantees have been provided to related parties
in the year.
17. Events after the balance sheet
date
There have been no post balance
sheet events.
STATEMENT OF DIRECTORS'
RESPONSIBILITIES
The directors confirm that these
condensed consolidated financial statements have been prepared in
accordance with UK-adopted International Accounting Standard 34
'Interim Financial Reporting' and that the interim management
report includes a fair review of the information required by DTR
4.2.7 and DTR 4.2.8 namely:
·
An indication of important events that have
occurred during the first six months and their impact on the
condensed consolidated financial statements, and a description of
the principal risks and uncertainties for the remaining six months
of the financial year; and
·
Material related party transactions in the first
six months and any material changes in related party transactions
described in the 2023 Annual Report.
The directors of Pearson plc are
listed in the 2023 Annual Report. There have been the following
changes to the Board since the publication of the Annual
Report.
Tim Score - resigned 26 April
2024
A list of current directors is
maintained on the Pearson plc website:
www.pearsonplc.com.
By order of the Board
Omar Abbosh
Chief Executive
28 July 2024
Sally Johnson
Chief Financial Officer
28 July 2024
INDEPENDENT REVIEW REPORT TO
PEARSON PLC
Independent Review Report on the condensed consolidated
interim financial statements
Conclusion
We have been engaged by Pearson
plc (the Company) to review the condensed set of financial
statements in the half-yearly financial report for the six months
ended 30 June 2024 which comprises the condensed consolidated
income statement, the condensed consolidated statement of
comprehensive income, the condensed consolidated balance sheet, the
condensed consolidated statement of changes in equity, the
condensed consolidate cash flow statement and the explanatory
notes. We have read the other information contained in the half
yearly financial report and considered whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of financial
statements.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 June 2024 is not prepared, in all material
respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in
accordance with International Standard on Review Engagements 2410
(UK) "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK) and 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.
As disclosed in note 1, the annual
financial statements of the Group are prepared in accordance with
UK adopted international accounting standards. The condensed set of
financial statements included in this half-yearly financial report
has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".
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 for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or
that management have identified material uncertainties relating to
going concern that are not appropriately disclosed.
This conclusion is based on the
review procedures performed in accordance with this ISRE, however
future events or conditions may cause the entity to cease to
continue as a going concern.
Responsibilities of the directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
company'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 company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly
report, we are responsible for expressing to the Company a
conclusion on the condensed set of financial statements in the
half-yearly financial report. 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 paragraph of this report.
Use of our report
This report is made solely to the
company in accordance with guidance contained in International
Standard on Review Engagements 2410 (UK) "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company, for our work, for this report, or
for the conclusions we have formed.
Ernst & Young LLP
London
28 July 2024