Half-yearly Report

Good Q2 performance after a tough Q1; positive momentum expected to continue for the balance of the year Results for six months ended 30 June 2013 * Revenues from continuing operations(1) of £391.1m - organic revenue growth of 0.2% * Events Q2 organic revenue growth of 6.5% - PR Newswire Q2 organic revenue growth of 3.9% * Forward bookings for Top 20 shows up 11.7% * Emerging Markets revenues up 10.4% to £89.5m with operating profit of £ 19.6m * Adjusted operating profit from continuing operations of £80.7m (H1 2012: £ 88.7m) - decline largely reflecting tough Q1, lower biennial contribution and continuing investments in our events portfolio * Continuing operating cash flow generation increased to £98.8m (H1 2012: £ 95.9m), with cash conversion of 110.9% * Continuing fully diluted adjusted EPS of 21.6p (H1 2012: 22.7p) * Restructuring of Marketing Services progressing - £9.6m of exceptional reorganisation and restructuring cost - expect restructuring to be substantially complete by the end of the year - £16.2m of revenues under Strategic Review * Receipt of £99.7m of cash proceeds upon completion of Delta disposal, applied to reduce debt David Levin, UBM's Chief Executive Officer, commented: "As highlighted at the IMS in April, challenging market conditions,particularly in the UK construction sector, meant we had a tough first quarter.A good second quarter substantially offset the Q1 performance, thanks in largepart to healthy growth at our shows in China. With continued strong forwardbooking trends for our H2 Emerging Markets events we feel confident about thesecond half. "During the first half we completed the Delta disposal and accelerated therestructuring of Marketing Services. We are aligning Marketing Services moreclosely with our events and focusing it on more profitable, community-basedbusiness models which take advantage of our strengths in high quality contentand audience reach. We're already seeing improved profitability, albeit onlower revenues. We expect this restructuring programme to be substantiallycomplete by the end of the year. "These steps underline our determination to focus UBM's business on deliveringfaster growth and higher quality of earnings, as evidenced by our strong cashflow performance in the first half. We look forward, with confidence, to thesecond half of the year and beyond as UBM continues to develop as an events-ledmarketing services and communications business. " Financial Summary H1 2013 H1 2012 Change Change Underlying (1) (1) % at CC % Change % £m £m Revenue (Continuing) 391.1 397.2 -1.5 -3.9 0.2 Adjusted operating profit 80.7 88.7 -9.0(Continuing) Adjusted operating profit 20.6% 22.3% -1.7%ptmargin (Continuing) EBITDA (Continuing) 87.0 94.4 -7.8 Adjusted PBT (Continuing) 66.8 73.8 -9.5 Diluted adjusted EPS (pence) 21.6p 22.7p -4.8(Continuing) Diluted adjusted EPS (pence) 21.6p 27.4p -21.2(Total) Dividend per share (pence) 6.7p 6.7p - Cash generated from operations 98.8 95.9 3.0(Continuing) Net Debt 467.3 522.1 IFRS Statutory results H1 2013 H1 2012(1) Change (1) £m % £m Revenue from Continuing operations 391.1 397.2 -1.5 Operating profit from Continuing 53.8 75.2 -28.5operations Profit after tax from Continuing 37.0 52.0 -28.8operations Attributable profit 51.7 52.7 -1.9 Basic EPS (pence) of Continuing 12.9p 18.6p -30.6operations Basic EPS (pence) on profit for the 21.1p 21.6p -2.3period Weighted av. no. of shares (millions) 244.5 244.1 Segmental Summary H1 2013 H1 2012 Change Change Underlying (1) (1) % at CC % Change % £m £m Revenue Events 220.4 222.8 -1.1 -3.5 1.2 PR Newswire 105.0 100.1 4.9 2.1 2.0 Marketing Services - Print & 65.7 74.3 -11.6 -13.6 -6.1Online Continuing Revenue 391.1 397.2 -1.5 -3.9 0.2 Adjusted Operating Profit Events 62.8 73.4 -14.4 -17.3 PR Newswire 23.5 22.3 5.4 2.2 Marketing Services - Print & 3.8 2.7 40.7 46.2Online Net Corporate Costs (9.4) (9.7) -3.1 -3.1 Continuing Adjusted Operating 80.7 88.7 -9.0 -12.1Profit Adjusted Operating ProfitMargin Events 28.5% 32.9% -4.4pt -4.7pt PR Newswire 22.4% 22.3% 0.1pt - Marketing Services - Print & 5.8% 3.6% 2.2pt 2.4ptOnline Continuing Adjusted Operating 20.6% 22.3% -1.7pt -1.9ptProfit Margin 1. The Financial Statements have been restated to exclude the Delta businesses disposed during H1 2013 and to reflect, as Discontinued, elements of UBM Tech and Built Environment businesses under strategic review and are held for sale for accounting purposes. The 2012 and 2013 continuing figures include Chemist & Druggist which was included within the Delta disposal perimeter but will be retained by UBM. For more detail please see note 4 on page 26 2. Figures throughout reflect Continuing operations unless otherwise stated 3. Adjusted and non GAAP measures are defined in the explanation of UBMs business measures on pages 15-16 4. UBMs Emerging Markets comprise the non-G10 countries-most notably: China, Brazil, India, Thailand, Singapore, Indonesia, Malaysia, Philippines, Mexico and UAE Summary Outlook We are reasonably satisfied with the progress of the Group during H1 and aretightening the guidance for the full year. We now expect underlying Grouprevenue growth in the range of 3-5% and full year adjusted operating margin forthe Group (excluding exceptional restructuring costs) of 22-23%. Good forward booking trends for the second half, when our key Events in Chinatake place, give us confidence that we will demonstrate attractive Eventsgrowth for the full year. At PR Newswire we expect continued growth although weare more cautious given softer than expected GDP growth in the US in Q2.Meanwhile our reported Marketing Services revenues will continue to decline aswe take action on unprofitable or declining activities which are not closelyaligned with our Events. With respect to adjusted operating margins, we anticipate continued stabilityat PR Newswire and improvements in the Marketing Services profitability. Eventsmargin is expected to increase materially from its current H1 level and for thefull year we expect it to be in line with our long term guidance of low 30s. Contacts Media Peter Director of [email protected] +44(0) 207 921Bancroft Communications 5961 Chris Barrie Citigate Dewe Rogerson [email protected] +44(0) 207 282 2943 Investors Relations Kate Postans Head of Investor [email protected] +44(0) 207 921 Relations 5023 Chantal IR Manager [email protected] +44(0) 207 921Bradford 5943 UBM will host a presentation at 9am at the London Stock Exchange, 10Paternoster Square, EC4M 7LS. A live webcast of the results presentation willbe made available from UBM's website. To access the webcast please go towww.ubm.com. A recording of the webcast will also be available on demand fromUBM's website after 4pm. Notes to Editors About UBM plc UBM plc is a leading global events-led marketing services and communicationscompany. We help businesses do business, bringing the world's buyers andsellers together at events, online and in print. Our 5,500 staff in more than30 countries are organised into specialist teams which serve commercial andprofessional communities, helping them to do business and their markets to workeffectively and efficiently. For more information, go to www.ubm.com; for UBM corporate news, follow us onTwitter at @UBM_plc and go to http://media.ubm.com/social for more UBM socialmedia options. EVENTS Continuing H1 2013 H1 2012 Change Change Underlying (5) £m % at CC % Change % £m Revenue Annual Events Revenue 212.4 205.6 3.3 0.7 1.2 Biennial Events Revenue 8.0 17.2 -53.5 -53.8 Total Events Revenue 220.4 222.8 -1.1 -3.5 Adjusted Operating Profit 62.8 73.4 -14.4 Total Adjusted Operating 28.5% 32.9% -4.4%ptProfit Margin 5. Reflects biennial events now run as annual H1 reported revenues declined 1.1% to £220.4m (H1 2012: £222.8m) whilst on anunderlying basis event revenue grew 1.2%. The tough first quarter, whichreflected declines in our UK Built Environment and resulted in underlyingrevenue decline of 3.5%, gave way to a good performance in the second quarterwith 6.5% organic revenue growth. We hosted 18 biennial events during the firsthalf which contributed £8.0m of revenue (H1 2012: 25 events, £17.2m). Annual event revenues were up 3.3% at £212.4m (H1 2012: £205.6m). Despite thepoor stand revenue performance in the UK Built Environment shows in Q1 annualstand revenues grew 2.4% to £152.2m (H1 2012: £148.6m), sponsorship and otherrevenues rose 9.3% to £37.5m (H1 2012: £34.3m) and attendee revenues were flatat £22.7m (H1 2012: £22.7m). The square metres of our annual portfolioincreased to 774,968m (H1 2012: 713,350) while visitor numbers increased by11.9% to 1.3m (H1 2012: 1.2m). Eleven of our top 20 shows ran in H1 and accounted for c40% of this period'sannual event revenues. Significant declines in our UK Built Environment shows,principally in the first quarter, were broadly offset by our China basedevents, such as CPhI China, HK June Jewellery & Gem Fair and Sign China,showing good growth coupled with further growth at Game Developer Conference("GDC"). As at 30 June 2013, forward bookings for our top 20 events were up11.7% over their level a year ago, reflecting the underlying strength of theseshows. As part of our drive to improve the quality of the overall portfolio welaunched five new geo-adaptations during the first half in India, Turkey andRussia. We also discontinued a number of events which had generated revenues of£7.0m in H1 2012. We invested £1.4m (including £0.8m of contingent and deferred consideration)buying majority interests in two events businesses. Continuing H1 2013 H1 2012 Change Change at Underlying (5) £m % CC % Change % £m Annual Events Revenue Emerging Markets 79.9 69.3 15.3 10.4 13.7 N. America 75.1 73.3 2.5 -0.7 0.9 UK 36.4 41.4 -12.1 -12.1 -13.0 Europe 15.2 14.4 5.6 1.3 -12.3 RoW 5.8 7.2 -19.4 0.0 0.0 Annual Events Revenue 212.4 205.6 3.3 0.7 1.2 Our geographic mix on events continues to shift towards the Emerging Marketswhich accounted for 37.6% (with China 27.4%) of annual event revenues in thefirst half. In H2 we will see an even greater concentration on Emerging Marketrevenue. The overall performance of our Events segment continues to be drivenby our Emerging Markets events which delivered 13.7% revenue growth on anunderlying basis. In addition to strong performances from the Chinese showswhich feature in our top 20, Hotelex Shanghai and our furniture franchise inMalaysia (MIFF) performed well. This performance was also enhanced by five newgeo-adapted launches. Our North American events were broadly flat, with growth in our Game Developer,Interop and advanced manufacturing shows offset by weaker performance invarious tech shows, particularly electronics, reflecting tough marketconditions. In the UK, good growth in the second quarter, from shows such asthe Facilities Show and ASM portfolio, was not enough to offset the very toughfinancial performance of the first quarter. In Europe the revenues reflectdeclines at certain smaller shows experiencing competitive pressure. Adjusted operating profit fell to £62.8m (H1 2012: £73.4m); operating marginwas 28.5% (H1 2012: 32.9%). The decline from H1 2012 was driven by the lowerbiennial contribution (given both lower biennial revenues and margin), lowerprofit at challenged Q1 shows (most notably Ecobuild) coupled with continuedinvestments to improve the overall quality of the portfolio and cost inflationin a number of our fast-growing core markets. OUTLOOK: Strong forward bookings for the balance of the year, particularly inour Emerging Markets, will bring full year growth in 2013 broadly in line withgrowth rates in excess of real GDP growth in our served markets. We continue toexpect the full year margin to be in line with our long term guidance of low30s given the biennial uplift coming through in the final quarter. PR NEWSWIRE Continuing H1 2013 H1 2012 Change Change Underlying £m £m % at CC % Change % Revenue US Distribution 49.9 48.0 4.0 0.6 0.7 US Other 9.8 9.7 1.0 -2.0 -2.1 US Vintage 13.5 11.2 20.5 17.4 16.9 Canada Newswire 16.3 16.0 1.9 0.0 0.0 PR Newswire EMEA 10.4 9.8 6.1 6.1 5.7 PR Newswire Asia & LatAm 5.1 5.4 -5.6 -8.9 -10.1 Total PR Newswire Revenue 105.0 100.1 4.9 2.1 2.0 Adjusted Operating Profit 23.5 22.3 5.4 Total Adjusted Operating 22.4% 22.3% 0.1%ptProfit Margin PR Newswire revenue grew 4.9% in H1 2013 to £105.0m (H1 2012: £100.1m).Revenues were up 2.0% on an underlying basis. US Distribution showed organic revenue growth of 0.7%. This reflected good upselling of multimedia content and use of the website syndication networkcoupled with greater traction of the iReach product. However this was partiallyoffset by an overall decline in the number of plain text releases beingdistributed. US Other revenues declined by 2.1% on an underlying basis with some growth inAgility, MultiVu Broadcast services and Media, IR and CSR Rooms being more thanoffset by the loss of MediaAtlas revenues following the cessation of the Vocusrelationship in Q2 2012. US Vintage continues to show good organic revenue growth of 16.9%. This isthanks to continued take up of our XBRL services as more companies adhere tothe requirement to XBRL tag detailed footnotes. We shall begin to lap the fullintroduction of XBRL from August and therefore expect the rate of growth tomoderate. Canada Newswire ("CNW") has seen flat organic revenues. As in the US, we areseeing a reduction in wire release volumes although this has been successfullyoffset by converting customers to long term contracts. There are now 21.4% ofCNW distribution revenues under contract. The integration of the CNW businessis progressing well. Outside of North America the performance has been mixed. Our PR Newswire EMEAbusiness continues to show good growth with progress in France, Germany,Switzerland, the Nordics, India, Israel and the Middle East offset by somesoftness in the UK. PR Newswire Asia is being negatively impacted by thecontinuing trend of Chinese companies delisting from the US stock exchanges,while in LatAm we continue to see softness in monitoring revenues. Half year adjusted operating profit was £23.5m (H1 2012: £22.3m) representing a22.4% margin (H1 2012: 22.3%). This includes some restructuring cost charged tothe P&L and not taken as exceptional. OUTLOOK: We expect continued levels of growth in PR Newswire although we aremore cautious about growth given US GDP growth in Q2 has been below ourexpectations. The margin will remain at a similar level despite the inclusionof £0.6m of one-off restructuring costs relating to organisation realignmentfollowing the CNW acquisition. MARKETING SERVICES - ONLINE & PRINT Continuing H1 2013 H1 2012 Change Change Underlying £m £m % at CC % Change % Marketing Services - Online 48.0 50.0 -4.0 -6.6 -4.1 Marketing Services - Print 17.7 24.3 -27.2 -28.0 -11.0 Total Marketing Services 65.7 74.3 -11.6 -13.6 -6.1Revenue Adjusted Operating Profit 3.8 2.7 40.7 Total Adjusted Operating Profit 5.8% 3.6% 2.2%ptMargin During the half we initiated a major restructuring of the UBM Tech and Builtenvironment Marketing Services businesses to address their inadequateprofitability. The intention was to accelerate the emergence of improvedbusiness models which leverage our high quality content and audience reach aswell as having a tighter alignment to our events, and which generate acceptablemargins. In April we announced we would cease publishing our US Technology printpublications during the second half of 2013 and would migrate these websitesonto our web-based community platforms. As a part of the same programme, wehave also placed a number of UBM Tech and Built Environment businesses underStrategic Review, these are being accounted for as held for sale and do notfeature in the figures above. Total Marketing Services revenue fell 11.6% to £65.7m (H1 2012: £74.3m). Afteradjusting for the activities which have been discontinued during the period orsold during 2012 the underlying revenue decline was 6.1%. Online revenuesdeclined 4.1% on an underlying basis. This reflects more conservative marketingspend from our electronics and software clients coupled with the proactiveinternal decision to reduce the provision of certain unprofitable onlineproducts. Adjusting for the print portfolio rationalisation, print revenues inthe half were only £17.7m, down 11.0% on an underlying basis. Half year adjusted operating profit was £3.8m (H1 2012: £2.7m) representing a5.8% margin (H1 2012: 3.6%). This excludes the exceptional costs associatedwith the reorganisation and restructuring of the UBM Tech and UK BuiltEnvironment businesses - see note 5 on page 30 for detail. OUTLOOK: Marketing Services revenues will continue to reflect the seculartransition away from print advertising and our focus on development ofprofitable sustainable business models which are well aligned with our eventsportfolio. Based on the restructuring plan that we have put into place weexpect we will report Marketing Services revenues of approximately £120-130m.Of this approximately £20m will relate to products which we expect will bediscontinued during the year. This figure excludes those businesses in UBM Techand Built Environment under Strategic Review and already accounted for as heldfor sale. Our intention is to substantially complete the restructuring and reorganisationof Marketing Services by the end of the year. We expect margins, excluding theexceptional costs of restructuring, to improve gradually during the course of2013 and remain focussed on our long term objective of double digit margins. Chief Financial Officer's Review Summary Group income statement The table below presents selected items from UBM's consolidated incomestatement (which accompanies this summary), together with a reconciliation tonon-GAAP measures. Figures for H1 2012 have been restated for the impact ofdiscontinued operations and the adoption of IAS 19 `Employee benefits'(revised). IFRS Measures As adjusted(3) £m H1 2013 Restated % H1 2013 Restated % H1 2012 Change H1 2012 Change Continuing Revenue 391.1 397.2 -1.5 391.1 397.2 -1.5 Operating expenses (excluding (304.1) (302.8) (304.1) (302.8)(a) line items below) Share of tax on profit in JV & (0.4) (0.3) (b) (b)associates (a) Exceptional operating items (a) (6.7) (0.8) (b) (b) Impairment (a) (7.8) - (b) (b) EBITDA 87.0 94.4 -7.8 Depreciation (a) (6.3) (5.7) (6.3) (5.7) EBITA 80.7 88.7 -9.0 Amortisation - intangible (12.0) (12.4) (b) (b)assets arising on acquisition(a) Operating profit 53.8 75.2 -28.5 80.7 88.7 -9.0 Net interest expense (13.0) (14.2) (13.0) (14.2) Exceptional financing expense (0.8) (1.0) (b) (b) Financing expense - pension (0.9) (0.7) (0.9) (0.7)schemes Financing income - other 4.4 0.8 (b) (b) Financing expense - other (2.7) (0.7) (b) (b) PBT 40.8 59.4 -31.3 66.8 73.8 -9.5 Taxation (3.8) (7.4) (7.7) (11.0) PAT from continuing operations 37.0 52.0 -28.8 59.1 62.8 -5.9 Discontinued operations 20.1 7.3 0.1 11.9 Profit for the period 57.1 59.3 -3.7 59.2 74.7 -20.7 Non-controlling interests (5.4) (6.6) (5.4) (6.6) Attributable profit 51.7 52.7 -1.9 53.8 68.1 -21.0 Weighted average no. of shares 244.5 244.1 244.5 244.1(million) Fully diluted weighted average 249.3 248.1 249.3 248.1no. of shares (million) Earnings per share (pence) Continuing operations - basic 12.9p 18.6p -30.6 22.0p 23.0p -4.3 Continuing operations - diluted 12.7p 18.3p -30.6 21.6p 22.7p -4.8 Profit for the period - basic 21.1p 21.6p -2.3 22.0p 27.9p -21.1 Profit for the period - diluted 20.7p 21.2p -2.4 21.6p 27.4p -21.2 Dividend per share (pence) 6.7p 6.7p - 6.7p 6.7p - (a) Expenses not included within operating expenses figure (b) All non-IFRS measures and business performance measures have beendesignated with a `3' and additional information on these measures has beenprovided at the end of this section. Discontinued operations Discontinued operations consist of the disposed Delta businesses (which weredesignated as held for disposal at 31 December 2012, and are not consolidatedin the 2013 financial statements underIFRS10), and UBM Channel and certain UBM Built Environment Marketing Servicesactivities. Delta UBM Channel & Total Delta UBM Channel & Total H1 Built MS H1 H1 Built MS H1 2013 H1 2013 2013 2012 H1 2012 2012 £m £m £m £m £m £m Revenue n/a 16.2 16.2 94.9 16.6 111.5 PAT from discontinued n/a 0.1 0.1 8.0 (0.7) 7.3operations Loss on assets held for n/a (5.6) (5.6) n/a n/a n/asale Profit on disposal 25.6 n/a 25.6 n/a n/a n/a Total discontinued 25.6 (5.5) 20.1 8.0 (0.7) 7.3operations The sale of Delta was substantially completed on 8 April 2013, with theexception of certain businesses in China, India and the UK. We expect to obtainthe required regulatory approvals for the China and India businesses in thenext six months and they remain held for sale at 30 June 2013. In the UK,Chemist and Druggist ("C+D"), which provides online publications and dataservices to the UK pharmaceutical industry, was included in the Delta perimeterbut completion was subject to a condition precedent which has not beensatisfied. Taking into account C+D's exclusion, consideration for the Deltaassets was £148m, comprised of £111m in cash and a £37m Vendor Loan Note. C+Dwill be retained by the Group and has been restored to continuing operationsfor both periods. Its activities will be included within Marketing Services -Print and Online. C+D revenues and operating income were £2.8m and £1.1m,respectively, in the six months ended 30 June 2013 and £2.9m and £0.8m for theprior period. A £25.6m profit on disposal of Delta has been recognised in H1 2013, includinga gain of £26.0m from recycling foreign exchange gains previously reported inother comprehensive income. Cash inflow from the Delta disposal was £99.7m netof working capital adjustments. In connection with our Strategic Review of Marketing Services across the Group,sales processes are now underway for UBM Channel and certain UBM BuiltEnvironment Marketing Services activities. Completion is expected in the next12 months. These operations have been treated as discontinued in the H1 2013results and held for sale at 30 June 2013. An impairment charge of £5.6m hasbeen recognised by measuring the UBM Channel assets held for sale at their fairvalue less costs to sell. Exceptional operating items - continuing Reorganisation and restructuring costs Reflecting decisions taken in the context of our strategic review, includingthe consolidation of UBM Built Environment into UBM Live, we have alsorecognised exceptional charges of £5.4m for restructuring UBM Tech and £3.7m inconnection with contracts with the ExCeL London Exhibition and ConventionCentre which entail minimum commitments for space rentals in excess of thoseforeseen to be necessary following the restructuring, and which have thereforebeen designated as onerous contracts. We have also recognised £0.5m ofrestructuring costs associated with our ActuaMedica joint venture. Offsetting these costs is an exceptional credit of £2.5m from prior yeardisposal provisions no longer required. Impairment We have reviewed the carrying value of goodwill and intangible assets (otherthan the assets held for sale) in light of current trading conditions andfuture outlook. As a result of this review, we have recognised an impairment of£3.7m for goodwill on acquisitions. Additionally we have recognised animpairment of £4.1m on residual interests relating to our former French andBelgian medical print titles, reflecting deteriorating conditions in thosemarkets. Acquisition exceptional items Acquisition costs of £0.1m (H1 2012: £0.9m) and aborted acquisition costs of £1.2m (H1 2012: £nil) have been expensed as exceptional items. For the sixmonths ended 30 June 2013 an exceptional credit of £1.7m (H1 2012: £0.1m) wasrecognised relating to revised contingent consideration estimates for prioryear acquisitions. Corporate costs Total corporate costs for H1 2013 were £10.5m (H1 2012 restated under IAS19(revised): £11.5m). This includes an additional pension expense from theadoption of IAS19 (revised) of £0.6m (H1 2012: £0.7m) offset by a curtailmentgain of £1.9m from the Delta disposal. These corporate costs are partiallyoffset by internal cost recoveries from UBM's operating businesses, resultsfrom joint ventures and associates and sundry income which is not attributableto any reporting segment, resulting in a net corporate cost of £9.4m (H1 2012:£9.7m). Interest and financing expense Net interest expense (interest costs on UBM's bonds and bank loans, net ofinterest receipts on cash and cash equivalents and Vendor Loan Notes) in H12013 was £13.0m, compared with £14.2m in H1 2012. This reflects lower averagedebt following receipt of the cash proceeds from the sale of Delta, as well asinterest income accrued on the Delta Vendor Loan Note. Financing expense includes an IAS 19 pension interest charge of £0.9m (H1 2012restated: £0.7m); the impact of the IAS 19 (revised) is detailed in the Pensionsection below. Net financing income - other includes a net expense of £1.0m (H1 2012: netincome £0.5m) in respect of ineffective fair value hedges and net investmenthedges and a gain of £2.7m (H1 2012: loss of £0.4m) in respect of foreignexchange losses on forward contracts and other fair value adjustments. Restated for IAS19R H1 2013 H1 2013 H1 2012 H1 2012 £m £m £m £m Interest income 0.9 0.4 Cash and cash equivalents 0.4 0.4 Vendor Loan Notes 0.5 - Interest expense (13.9) (14.6) Financing expense - pension schemes (0.9) (0.7) Net financing income - other 1.7 0.1 Ineffectiveness on hedges (1.0) 0.5 Foreign exchange gain/(loss) on forward 2.7 (0.4)contracts Net finance expense before exceptional 0.8 (0.6)items Exceptional finance expense FV movement on put options over (0.8) (1.0)non-controlling interests Net finance expense (13.0) (15.8) Income tax UBM's effective rate of taxation3 for the first half of 2013 was 11.5% (30 June2012 restated: 14.9%). As at 30 June 2013, UBM's tax creditor stood at £54.5m(31 December 2012: £52.7m). We have necessarily made judgements as to theoutcome of tax matters not concluded. Foreign currency The sensitivity of our income statement (continuing operations) to foreigncurrency risk for our most significant foreign currencies is shown in theanalysis below: 30 June 2013 Average Currency value Effect on Effect on adjusted exchange rate rises/ falls by revenue +/-£m operating profit3 in H1 2013 +/-£m US dollar 1.5319 1 cent 1.6 0.4 Euro 1.1720 1 cent 0.3 0.1 The average exchange rates used in our H1 2012 income statement were US$:1.5768 and Euro: 1.2139. The following table outlines the currency profile of our revenues and adjustedoperating profits for H1 2013 continuing operations: H1 2013 Revenue % Adjusted operating profit3 % US Dollar 52.6 54.2 UK Pound Sterling 12.3 7.6 Euro 9.2 13.1 Renminbi 7.2 6.3 HK Dollar 6.7 7.5 Canadian Dollar 4.2 5.2 Japanese Yen 1.9 2.1 Indian Rupee 1.0 0.1 Brazilian Real 1.0 0.8 Other 3.9 3.1 Total 100.0 100.0 We continue to monitor our exposure to the Euro. Euro revenues comprise arelatively small part of UBM's total revenue, accounting for 9.2% of continuingrevenue in H1 2013, of which nearly half relates to large events serving globalcustomers. Given our large and diverse customer base, there are no significantconcentrations of credit risk. We also hedge exposure via our revolving creditfacility (the "RCF"), which is normally partially drawn in Euros (£38.5m at 30June 2013). The RCF may alternatively be drawn in other currencies. Debt and liquidity Our funding strategy is to maintain a balance between continuity of funding andflexibility through the use of capital markets, bank loans and overdrafts. Tofacilitate access to these sources of funds we seek to maintain investmentgrade credit ratings on our long term debt from Moody's (current rating Baa3 -negative outlook) and Standard & Poor's (current rating BBB - stable outlook). Cash proceeds from the Delta disposal of £99.7m, together with robust operatingcash flow, enabled us to apply £106.2m in cash to reduce borrowings. (Note,however, that reported net debt at 30 June 2013 reflects foreign exchange andfair value movements of £25.8m, so that reported net debt decreased by £86.1mto £467.3m). The ratio of net debt to earnings before interest, taxation,depreciation and amortisation was 2.6 times as shown below: 30 June Restated* Restated* 2013 31 December 2012 30 June 2012 £m £m £m Debt & overdrafts 571.5 640.3 630.4 Cash & cash equivalents (104.2) (86.9) (108.3) Net debt3 467.3 553.4 522.1 LTM EBITDA3 183.0 218.8 228.8 Net debt to LTM EBITDA ratio 2.6 times 2.5 times 2.3 times3 * The 2012 figure has been restated for the adoption of IAS 19 (revised) and toinclude derivatives that are associated with debt instruments. The Delta Vendor Loan Note balance of £37.5m is excluded from the abovefigures. The table below summarises balances under our committed Syndicated BankFacility and bond issues as at 30 June 2013. Cash and cash equivalents totalled£104.2m at 30 June 2013, which together with our undrawn balance and overdraftsprovided total headroom of £321.9m. Amount Drawn Undrawn Maturity £m £m £m £m Syndicated Bank 300.0 75.8 224.2 May 2016Facility £250m fixed rate 250.0 n/a - Nov 2016sterling bond $350m fixed rate dollar 230.5 n/a - Nov 2020bond Total 780.5 556.3 224.2 Amounts drawn exclude fair value movements on the debt instruments. Pensions At 30 June 2013, the aggregate deficit under IAS 19 was £24.7m, a decrease of £25.5m on the deficit of £50.2m at 31 December 2012, due to improved assetreturns and changes in actuarial assumptions. The adoption of IAS 19 (revised)from 1 January 2013 has reduced the return on plan assets included in pensionscheme finance income and reduced the actuarial gains and losses recognised inother comprehensive income by the same amount. The effect of this revision hasresulted in a pension interest expense of £0.9m reported for H1 2013 comparedto an interest credit under the previous standard of £1.4m in H1 2012. Pensionschemes operating cost has increased to £1.0m in H1 2013 (H1 2012 under theprevious standard: £0.3m) although this was offset in the period by acurtailment credit of £1.9m in connection with the Delta disposal.Administration expenses are now reported within operating costs rather than inother comprehensive income. The H1 2012 figures in the interim financialstatements have been restated to reflect IAS 19 (revised). Cash flow Cash generated from continuing operations rose to £98.8m from £95.9m in H12012, reflecting good working capital discipline offsetting the slightreduction in operating income. Cash conversion3 was 110.9% of adjustedoperating profit (H1 2012: 112.1%). Free cash flow3 prior to cash invested inacquisitions was £70.1m, compared to £62.0m in H1 2012. A reconciliation of net cash inflow from operating activities to free cash flowis shown below; H1 2012 excludes the Delta operations: £m H1 2013 H1 2012 Adjusted cash generated from operating 106.1 101.1activities3 Restructuring payments (3.0) (3.5) Other adjustments (4.3) (1.7) Cash generated from operations (IFRS) 98.8 95.9 Dividends from JVs and associates 2.5 0.1 Net interest paid (9.9) (13.3)Taxation paid (8.3) (15.2) Capital expenditure (13.0) (5.5) 70.1 62.0 Acquisitions (6.8) (38.0) Proceeds from disposals 99.7 9.2 Advances to JVs, associates and minority 0.1 -partners Free cash flow3 163.1 33.2 Net share issues 0.7 1.5 Dividends (49.5) (55.3) Purchase of ESOP shares (2.4) (2.8) Foreign exchange and fair value movements (25.8) 26.6 86.1 3.2 Acquisitions We invested £1.4m (including estimated contingent and deferred consideration of£0.8m) in the acquisition of two businesses in H1 2013. These acquisitions wereclosely aligned to our strategic priorities and provide us with exposure toattractive communities and geographies. We also made payments in respect ofcontingent and deferred consideration relating to acquisitions made in prioryears totalling £5.8m. The 2013 acquisitions have contributed adjusted operating losses3 of £0.1msince their respective acquisition dates and are expected to achieve a pre-taxreturn on investment3 of -7.5% on a pro forma basis for the full year. Thefollowing table shows the performance of our acquisitions since 2011 relativeto our target pre-tax cost of capital threshold of 10%: Consideration Return on investment3 £m 2011 2012 2013 2011 acquisitions 68.8 8.3% 11.5% 5.6% 2012 acquisitions 30.1 16.2% 9.5% 2013 acquisitions* 1.4 -7.5% Total 100.3 6.7% *2013 Return on investment pro forma for full year 2013 results. Dividends The Board has declared an interim dividend of 6.7 pence per share (H1 2012: 6.7pence) in accordance with its policy of an interim dividend being equal to onethird of the prior year's final dividend. The interim dividend on ordinaryshares will be paid on 10 October 2013 to Shareholders on record on 23 August2013. Related party transactions Details of related party transactions in the six months ended 30 June 2013 aredisclosed in Note 20 of the Interim Financial Report. Going concern We expect to continue to generate significant free cash flow in H2 2013 becauseof our business model and believe that our cash on hand, cash from ouroperations and available credit facilities will be sufficient to fund our cashdividends, debt service and acquisitions in the normal course of business. After making enquiries, the directors have a reasonable expectation that UBMhas adequate resources to continue in operational existence for the foreseeablefuture. Accordingly, they continue to adopt the going concern basis inpreparing the financial statements. In reaching this conclusion, the directors have had due regard tothe following: * After taking account of available cash resources and committed bank facilities, none of UBM's borrowings fall due within the next two years that require refinancing from resources not already available. * The cash generated from operations, committed facilities and UBM's ability to access debt capital markets, taken together, provide confidence that UBM will be able to meet its obligations as they fall due. Summary of major risks * Economic slowdown + An economic slowdown or recession could adversely impact revenue as advertising, attendee, sponsorship and other discretionary revenue tends to be cyclical. + A downturn may also result in slower debt collections, thereby affecting cash flow. * Legislation or compliance requirement changes + There is the potential for unfavourable changes in applicable law or compliance requirements. + Legislation which curtails trade or travel or restricts access to cash could inhibit our ability to grow, have an adverse effect on revenues or a negative impact on our reputation. + Failure to comply with laws (such as data protection, anti-bribery or corruption) could result in prosecution, fines or reputational damage. * Force majeure + A disaster or natural catastrophe, terrorism, political instability or disease could affect people's willingness to attend our events and could therefore have an adverse effect on our revenues. + Our ability to continue to do business could also be affected if it renders offices unavailable. * Acquisition divestiture identification and execution + The availability of suitable acquisition candidates, ability to obtain regulatory approval, changes in availability or cost of financing, integration issues or failure to realise operating benefits or synergies may affect our acquisition strategy. + The ability to obtain regulatory approvals may affect our ability to execute divestitures. * Sector trends + We cannot predict with certainty the sector changes which may affect the competitiveness of the business or whether technological innovation will render some of our existing products and services partially or wholly obsolete. + We may be adversely affected by changes in customer behaviour or the emergence of new technologies which increase the competition for some elements of our offering. * Geographic and emerging market exposures + Operating in many geographic regions, may present logistical and management challenges + Expansion through joint ventures lowers logistical and management issues but can create exposure if we are unable to extract the rewards from our investment. * Major project execution + UBM may be required to implement new technologies, deliver new products and services, manage content or enhance business controls. + These projects could include significant capital investment and failure to manage and execute efficiently could lead to increased costs, delays in completion or erosion of UBM's competitive position. * Attracting and retaining talented managers and employees + The ability of the company to attract talent and retain highly skilled, experienced and motivated personnel plays an important part in the continued successful execution and development of the strategy. * Technology + Given the increasing use of and reliance upon technology there is the risk that system failure could have a significant impact on our business. + Unauthorised access to or compromise of our systems by external parties could lead to reputational damage and possible legal action. * Liquidity + Liquidity issues may curtail the ability to make certain acquisitions or obtain refinancing. + Local liquidity issues could have a negative reputational impact. * Credit risk/Counterparty exposure + We have unsecured credit risk from the potential non-performance by counterparties to financial instruments. * Exchange rate fluctuations + FX rate fluctuations could adversely affect our reported earnings in pound sterling and the strength of our balance sheet. * Tax + There is a risk that UBM could enter into planning arrangements or structures which are challenged or become ineffective with legislation changes. * Pensions + Asset returns may not be sufficient to cover scheme liabilities over time and reported pension deficits could have implications on our ability to raise debt. Explanation of UBM's business measures Financial Measure How we define it Why we use it Underlying revenue growth Underlying measures are We believe that underlyingand underlying operating adjusted to eliminate the growth rates provideprofit growth effects of acquisitions, insight into the organic discontinued products, growth of the businesses, foreign exchange and without distortion from biennial events. the effect of acquisitions, discontinued products, biennial events and foreign currency movements during the period. Adjusted operating profit Operating profit excluding Commonly used by amortisation of intangible shareholders to measure assets arising on our performance, acquisitions, exceptional individually and relative items and share of to other companies.Margin taxation on joint ventures and associates. Margin relates to our adjusted operating margin. It is adjusted operating profit expressed as a percentage of revenues EBITDA Earnings before interest, Assists investors in their tax, depreciation, assessment and amortisation, impairment understanding of earnings and exceptional items and cash generative capacity. Adjusted profit before Before amortisation of Assists investors in theirtax and adjusted EPS intangible assets on assessment and acquisitions, exceptional understanding of our items, share of taxation earnings and is also a on profit from joint measure commonly used by ventures and associates, shareholders to measure net financing income/ our performance, (expense) - other. EPS individually and relative also excludes deferred tax to other companies. on the amortisation of intangible assets. Diluted EPS includes the impact of share options. Net debt Net debt is current and Provides a measure of non-current borrowings and indebtedness in excess of derivatives associated the current cash available with debt instruments, to pay down debt. less cash and cash equivalents. Net debt to EBITDA Net debt divided by Provides a measure ofNet debt to LTM EBITDA EBITDA. financial leverage. EBITDA adjusted to include a full year of pro forma operating profit from acquisitions made during 2011. Free cash flow Net cash provided by Helps assess our ability, operating activities after over the long term, to meeting obligations for create value for our interest, tax, dividends shareholders as it paid to non controlling represents cash available interests, capital to repay debt, pay expenditures and other dividends and fund future investing activities. acquisitions. Adjusted operating cash Adjusted to exclude The Group believesflow non-operating movements in adjusted operating cash working-capital, such as flow assists investors in expenditure against their assessment and reorganisation and understanding of our restructuring provisions. operating cash flows.Cash conversion Cash conversion is the ratio of adjusted cash generated from operations to adjusted operating profit. Pre-tax return on Attributable adjusted Helps us assess theinvestment operating profit divided performance of our by the cost of acquisitions relative to acquisitions. Calculated our target pre-tax cost of on a pro forma basis, as capital threshold of 10%. if the acquired business were owned throughout the year. Estimated total Estimated total Provides a measure ofconsideration consideration includes total consideration for initial consideration (net businesses acquired. of cash acquired), the latest estimate of expected contingent consideration and deferred consideration. Return on average capital ROACE is operating profit Provides a measure of theemployed (ROACE) before exceptional items efficiency of divided by average capital profitability of our employed. Average capital capital investment. employed is the average of opening and closing total assets less current liabilities for each period. Effective tax rate The effective tax rate on Provides a more comparable adjusted profit before tax basis to analyse our tax reflects the tax rate rate. excluding movements on deferred tax balances on the amortisation of intangible assets. Interim consolidated income statement for the six months ended 30 June 2013 Restated Before before Restated exceptional Exceptional exceptional exceptional Restated items items Total items items total 30 June 30 June 30 June 30 June 30 June 30 June 2013 2013 2013 2012 2012 2012 Unaudited Unaudited Notes £m £m £m £m £m £m Continuing operations 4 Revenue 391.1 - 391.1 397.2 - 397.2 Other operating income 3.5 - 3.5 3.9 - 3.9 Operating expenses (315.2) - (315.2) (313.6) - (313.6) 5 Exceptional operating - (14.5) (14.5) - (0.8) (0.8) items Amortisation of (12.0) - (12.0) (12.4) - (12.4) intangible assets arising on acquisitions Share of results from 0.9 - 0.9 0.9 - 0.9 joint ventures and associates (after tax) Group operating profit 68.3 (14.5) 53.8 76.0 (0.8) 75.2 from continuing operations 6 Financing income 5.3 - 5.3 1.2 - 1.2 6 Financing expense (17.5) (0.8) (18.3) (16.0) (1.0) (17.0) Net financing expense (12.2) (0.8) (13.0) (14.8) (1.0) (15.8) Profit before tax from 56.1 (15.3) 40.8 61.2 (1.8) 59.4 continuing operations Tax (3.8) - (3.8) (7.4) - (7.4) Profit for the period 52.3 (15.3) 37.0 53.8 (1.8) 52.0 from continuing operations Discontinued operations 15 Profit for the period (0.2) 20.3 20.1 7.4 (0.1) 7.3 from discontinued operations Profit for the period 52.1 5.0 57.1 61.2 (1.9) 59.3 Attributable to: Owners of the parent 51.7 52.7 entity Non-controlling interests 5.4 6.6 57.1 59.3 Earnings per share (pence) 7 Continuing operations - 12.9p 18.6p basic 7 Continuing operations - 12.7p 18.3p diluted 7 Profit for the period - 21.1p 21.6p basic 7 Profit for the period - 20.7p 21.2p diluted £m £m 4 Group operating profit 53.8 75.2 from continuing operations 5 Exceptional operating 14.5 0.8 items Amortisation of 12.0 12.4 intangible assets arising on acquisitions Share of tax on profit in 0.4 0.3 joint ventures and associates Adjusted operating profit 0.1 14.0 from discontinued operations 4 Adjusted Group operating 80.8 102.7 profit* £m £m Dividends 8 Final dividend of 20.0p 48.8 48.9 (2012: 20.0p) 8 Proposed interim dividend 16.4 16.4 of 6.7p (2012: 6.7p) * Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates. Consolidated income statement for the year ended 31 December 2012 Restated before Restated exceptional exceptional Restated items items total 31 December 31 December 31 December 2012 2012 2012 Audited £m £m £m Continuing operations 4 Revenue 767.8 - 767.8 Other operating income 7.9 - 7.9 Operating expenses (608.2) - (608.2) 5 Exceptional operating items - (1.2) (1.2) Amortisation of intangible assets (24.8) - (24.8) arising on acquisitions Share of results from joint ventures and 7.2 - 7.2 associates (after tax) Group operating profit from continuing 149.9 (1.2) 148.7 operations 6 Financing income 2.8 - 2.8 6 Financing expense (31.9) 3.1 (28.8) Net financing expense (29.1) 3.1 (26.0) Profit before tax from continuing 120.8 1.9 122.7 operations Tax (6.1) - (6.1) Profit for the year from continuing 114.7 1.9 116.6 operations Discontinued operations 15 Loss for the year from discontinued 15.4 (179.3) (163.9) operations Loss for the year 130.1 (177.4) (47.3) Attributable to: Owners of the parent entity (57.8) Non-controlling interests 10.5 (47.3) Earnings per share (pence) 7 Continuing operations - basic 43.4p 7 Continuing operations - diluted 42.6p 7 Profit for the year - basic (23.6)p 7 Profit for the year - diluted (23.6)p £m 4 Group operating profit from continuing 148.7 operations 5 Exceptional operating items 1.2 Amortisation of intangible assets 24.8 arising on acquisitions Share of tax on profit in joint ventures 1.1 and associates Adjusted operating profit from 26.5 discontinued operations 4 Adjusted Group operating profit* 202.3 £m Dividends 8 Interim dividend of 6.7p 16.4 8 Proposed final dividend of 20.0p 48.9 * Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of tax on profit in joint ventures and associates. Interim consolidated statement of comprehensive income for the six months ended 30 June 2013 Notes Restated Restated Six six year months months ended ended ended 31 30 June 30 June December 2013 2012 2012 Unaudited Unaudited Audited £m £m £m Profit/(loss) for the period 57.1 59.3 (47.3) Other comprehensive income/(loss) Other comprehensive income to be reclassified to profit or loss in subsequent periods 13 Currency translation differences on 31.9 (15.9) 15.6 foreign operations - Group 13 Net investment hedge (30.9) 10.2 (28.2) Currency translation differences on 0.7 0.2 (0.2) foreign operations - joint ventures and associates 16 Reclassification adjustment for foreign (26.0) - - operations disposed of in the period Income tax relating to components of other - - - comprehensive income (24.3) (5.5) (12.8) Other comprehensive income not to be reclassified to profit or loss in subsequent periods Remeasurement of defined benefit 28.6 (7.7) (23.2) obligation Irrecoverable element of pension surplus (4.9) 0.7 3.6 Share of actuarial losses of associates (0.4) (0.1) (0.4) Income tax relating to components of other - - - comprehensive income 23.3 (7.1) (20.0) Other comprehensive loss for the period, (1.0) (12.6) (32.8) net of tax Total comprehensive income/(loss) for the 56.1 46.7 (80.1) period, net of tax Attributable to: Owners of the parent entity 49.3 40.5 (88.4) Non-controlling interests 6.8 6.2 8.3 56.1 46.7 (80.1) Interim consolidated statement of financial position at 30 June 2013 Notes 30 June 30 June 31 December 2013 2012 2012 Unaudited Unaudited Audited £m £m £m Assets Non-current assets Goodwill 813.9 1,085.0 790.6 Intangible assets 121.3 155.4 112.0 Property, plant and equipment 28.8 36.0 28.4 Investments in joint ventures and 20.2 21.1 23.1 associates Vendor loan note 37.5 - - Derivative financial instruments 19.8 31.5 26.5 17 Retirement benefit surplus 13.4 9.7 4.2 Deferred tax asset 5.6 - 3.0 1,060.5 1,338.7 987.8 Current assets Inventories 0.4 3.1 0.3 Trade and other receivables 191.3 242.1 200.9 Derivative financial instruments 0.5 0.1 - 10 Cash and cash equivalents 103.7 108.3 78.5 15 Assets classified as held for sale 16.9 - 207.4 312.8 353.6 487.1 Total assets 1,373.3 1,692.3 1,474.9 Liabilities Current liabilities Current tax liabilities 54.5 63.5 52.7 Trade and other payables 369.5 424.5 333.1 Provisions 13.8 11.5 10.5 10 Borrowings 6.5 - 0.2 Derivative financial liabilities 4.6 3.5 3.4 15 Liabilities associated with assets 9.0 - 69.2 classified as held for sale 457.9 503.0 469.1 Non-current liabilities Deferred tax liabilities 25.6 42.0 27.6 Trade and other payables 7.5 7.5 6.0 Provisions 12.2 13.8 11.4 10 Borrowings 567.5 645.1 661.1 Derivative financial liabilities 37.2 27.1 15.9 17 Retirement benefit obligation 38.1 47.9 54.4 688.1 783.4 776.4 Total liabilities 1,146.0 1,286.4 1,245.5 Equity attributable to owners of the parent entity 12 Share capital 24.6 24.5 24.5 Share premium 7.2 5.6 6.6 13 Other reserves (640.8) (608.5) (618.5) Retained earnings 825.1 967.4 802.6 Put options over non-controlling interests (22.8) (12.4) (13.0) Total equity attributable to owners of the 193.3 376.6 202.2 parent entity Non-controlling interests 34.0 29.3 27.2 Total equity 227.3 405.9 229.4 Total equity and liabilities 1,373.3 1,692.3 1,474.9 Interim consolidated statement of changes in equity for the six months ended 30 June 2013 Notes Total Put equity options attributable over non- to owners Non- Share Share Other Retained controlling of parent controlling Total capital premium reserves earnings interests entity interests equity £m £m £m £m £m £m £m £m At 1 January 24.5 6.6 (618.5) 802.6 (13.0) 202.2 27.2 229.4 2013 Profit for the - - - 51.7 - 51.7 5.4 57.1 period Other - - (25.7) 23.3 - (2.4) 1.4 (1.0) comprehensive (loss)/profit Total - - (25.7) 75.0 - 49.3 6.8 56.1 comprehensive (loss)/income for the period 8 Equity - - - (48.8) - (48.8) - (48.8) dividends Non-controlling - - - - - - (0.7) (0.7) interest dividends 14 Non-controlling - - - - (9.8) (9.8) 0.7 (9.1) interest recognised on business combinations Issued in 0.1 0.6 - - - 0.7 - 0.7 respect of share option schemes and other entitlements Share-based - - - 2.1 - 2.1 - 2.1 payments 13 Shares awarded - - 13.4 (13.4) - - - - by ESOP 13 Purchase of - - (10.0) 7.6 - (2.4) - (2.4) ESOP shares At 30 June 2013 24.6 7.2 (640.8) 825.1 (22.8) 193.3 34.0 227.3 (unaudited) At 1 January 24.5 4.1 (605.1) 973.9 (12.4) 385.0 27.0 412.0 2012 Profit for the - - - 52.7 - 52.7 6.6 59.3 period (restated) Other - - (5.1) (7.1) - (12.2) (0.4) (12.6) comprehensive loss (restated) Total - - (5.1) 45.6 - 40.5 6.2 46.7 comprehensive (loss)/income for the period 8 Equity - - - (48.9) - (48.9) - (48.9) dividends Non-controlling - - - - - - (6.4) (6.4) interest dividends Non-controlling - - - - - - 3.2 3.2 interest recognised on business combinations Acquisition of - - - (0.8) - (0.8) (0.7) (1.5) non-controlling interest Issued in - 1.5 - - - 1.5 - 1.5 respect of share option schemes and other entitlements Share-based - - - 2.1 - 2.1 - 2.1 payments Shares awarded - - 4.5 (4.5) - - - - by ESOP Purchase of - - (2.8) - - (2.8) - (2.8) ESOP shares At 30 June 2012 24.5 5.6 (608.5) 967.4 (12.4) 376.6 29.3 405.9 (unaudited) At 1 January 24.5 4.1 (605.1) 973.9 (12.4) 385.0 27.0 412.0 2012 (Loss)/profit - - - (57.8) - (57.8) 10.5 (47.3) for the year (restated) Other - - (10.6) (20.0) - (30.6) (2.2) (32.8) comprehensive loss (restated) Total - - (10.6) (77.8) - (88.4) 8.3 (80.1) comprehensive (loss)/income for the year 8 Equity - - - (65.3) - (65.3) - (65.3) dividends Non-controlling - - - - - - (9.5) (9.5) interest dividends Non-controlling - - - - (0.6) (0.6) 5.0 4.4 interest recognised on business combinations Acquisition of - - - (28.4) - (28.4) (3.6) (32.0) non-controlling interests Issued in - 2.5 - - - 2.5 - 2.5 respect of share option schemes and other entitlements Share-based - - - 5.5 - 5.5 - 5.5 payments Shares awarded - - 15.5 (15.5) - - - - by ESOP Purchase of - - (18.3) 10.2 - (8.1) - (8.1) ESOP shares (restated) At 31 December 24.5 6.6 (618.5) 802.6 (13.0) 202.2 27.2 229.4 2012 (restated) Interim consolidated statement of cash flows for the six months ended 30 June 2013 Restated Restated Notes Six six year months months ended ended ended 31 30 June 30 June December 2013 2012 2012 Unaudited Unaudited Audited £m £m £m Cash flows from operating activities Reconciliation of profit to operating cash flows Profit for the period from continuing 37.0 52.0 116.6 operations Profit/(loss) for the period from 20.1 7.3 (163.9) discontinued operations Profit/(loss) for the period 57.1 59.3 (47.3) Add back: 5 Exceptional items (excluding fair value 17.0 1.9 (1.1) adjustments below) - continuing Fair value adjustments of contingent (1.7) (0.1) (0.8) considerations - continuing 15 Exceptional items (excluding fair value (20.0) - 181.4 adjustments below) - discontinued Fair value adjustments of contingent (0.3) 0.1 (2.1) considerations - discontinued Tax 3.8 8.0 6.3 Amortisation of intangible assets 12.3 18.4 35.7 Amortisation of website development costs 2.4 1.5 3.9 Depreciation 4.1 6.5 12.6 Share of results from joint ventures and (0.9) (1.1) (7.9) associates (after tax) 6 Financing income (5.3) (1.2) (2.8) 6 Financing expense 17.5 16.0 31.9 Other non-cash items 2.4 2.5 6.1 88.4 111.8 215.9 Payments against provisions (3.0) (6.4) (11.9) Pension deficit contributions (1.8) (1.6) (3.2) Decrease in inventories 0.2 3.1 0.2 Increase in trade and other receivables (1.7) (15.5) (8.5) Increase/(decrease) in trade and other 16.7 22.5 (2.7) payables Cash generated from operations 98.8 113.9 189.8 Interest and finance income received 0.4 0.5 1.0 Interest and finance costs paid (10.3) (13.8) (31.2) Tax paid (8.3) (15.2) (29.7) Dividends received from joint ventures and 2.5 0.1 1.1 associates Net cash flows from operating activities 83.1 85.5 131.0 Net cash flows from operating activities - 83.0 64.6 113.1 continuing Net cash flows from operating activities - 0.1 20.9 17.9 discontinued Cash flows from investing activities 14 Acquisition of interests in subsidiaries, (6.4) (37.8) (57.6) net of cash acquired Purchase of property, plant and equipment (2.9) (2.6) (11.6) Expenditure on intangible assets (10.1) (2.9) (16.5) Proceeds from sale of businesses, net of 99.7 9.2 10.1 cash disposed Advances to joint ventures and associates 0.1 (0.4) (0.4) Advances to non-controlling interest - - (2.9) partners Purchase of investments (0.4) - - Net cash flows from investing activities 80.0 (34.5) (78.9) Net cash flows from investing activities - 91.6 (32.0) (72.1) continuing Net cash flows from investing activities - (11.6) (2.5) (6.8) discontinued Cash flows from financing activities Proceeds from the issuance of ordinary share 0.7 1.5 2.5 capital 14 Acquisition of non-controlling interests - (0.2) (30.7) 8 Dividends paid to shareholders (48.8) (48.9) (65.3) Dividends paid to non-controlling interests (0.7) (6.4) (9.5) Net movement in ESOP shares (2.4) (2.8) (8.1) 10 (Decrease)/increase in borrowings (106.2) 61.3 94.9 10 Repayment of €53.1m floating rate reset - (52.2) (52.7) loans Net cash flows from financing activities (157.4) (47.7) (68.9) Net cash flows from financing activities - (157.4) (29.0) (53.8) continuing Net cash flows from financing activities - - (18.7) (15.1) discontinued Net increase/(decrease) in cash and cash 5.7 3.3 (16.8) equivalents Net foreign exchange difference 5.3 (1.6) (3.1) Cash and cash equivalents at beginning of 86.7 106.6 106.6 period Cash and cash equivalents at end of period 97.7 108.3 86.7 Cash and cash equivalents 104.2 108.3 86.9 Bank overdrafts (reported within current (6.5) - (0.2) borrowings) 10 Cash and cash equivalents at end of period 97.7 108.3 86.7 Notes to the interim consolidated financial statements for the six months ended 30 June 2013 1. General information UBM plc is a company incorporated in Jersey under the Companies (Jersey) Law1991. The address of the registered office is Ogier House, The Esplanade, St.Helier, JE4 9WG, Jersey. UBM plc is tax resident in the United Kingdom. Thenature of the Group's operations and its principal activities are detailed inNote 4. The interim condensed consolidated financial statements of the Group for thesix months ended 30 June 2013 were authorised for issue by the Board ofdirectors on 1 August 2013. The interim condensed consolidated financialstatements are unaudited but have been reviewed by the auditors as set out intheir report. 2. Basis of preparation The interim condensed consolidated financial statements for the six monthsended 30 June 2013 have been prepared in accordance with IAS 34 `Interimfinancial reporting' and with the Disclosure and Transparency Rules of theFinancial Conduct Authority. The interim condensed consolidated financial statements do not constitute theGroup's statutory financial statements. The Group's most recent statutoryfinancial statements, which comprise the Annual Report and Accounts for theyear ended 31 December 2012, were approved by the directors on 1 March 2013 andhave been filed with the Jersey Registrar of Companies. The auditors havereported on those financial statements and have given an unqualified reportwhich does not contain a statement under Article 113B(3) or Article 113B(6) ofthe Companies (Jersey) Law 1991. These interim condensed consolidated financialstatements should be read in conjunction with the Annual Report and Accountsfor the year ended 31 December 2012, which were prepared in accordance withInternational Financial Reporting Standards (`IFRSs') as issued by theInternational Accounting Standards Board (`IASB'). Discontinued operations During the period, the Board of directors approved a plan as part of astrategic review of Marketing Services activities to dispose of the UBM Channelbusiness and certain UBM Built Environment Marketing Services activities. Inaccordance with IFRS 5 `Non-current assets held for sale and discontinuedoperations', the net results for the period are presented within discontinuedoperations in the income statement and the assets and liabilities are presentedseparately in the statement of financial position. The Group classified a disposal group (`Delta') as held for sale at 31 December2012. The sale of Delta was completed on 8 April 2013, with the exception ofcertain businesses in China, India and the UK. The China and India businessesstill require regulatory approvals and are reported as held for sale at 30 June2013. Completion is expected in the next six months. The UK business will beretained by the Group and is no longer classified as discontinued operations orheld for sale. Under the terms of the sale agreement, Electra Partners LLP received thereturns of Delta from 1 January 2013. Consolidation of the Delta entitiestherefore ceased on this date in accordance with the requirements of IFRS 10`Consolidated Financial Statements'. Comparative information The comparative information in the income statement and associated notes hasbeen restated for the impact of the UBM Channel, certain UBM Built EnvironmentMarketing Services activities and Delta discontinued operations. In line withthe requirements of IFRS 5, the statement of financial position has not beenrestated. The Delta UK business which was classified as discontinuingoperations and held for sale at 31 December 2012 has been restated ascontinuing in the comparative periods. The revision to IAS 19 `Employee benefits' has required restatement of theresults for the six months ended 30 June 2012 and the year ended 31 December2012; these changes are disclosed in Notes 3 and 17. Going concern The directors of UBM plc, having made appropriate enquiries, consider thatadequate resources exist for the business to continue in operational existencefor the foreseeable future and that, therefore, it is appropriate to adopt thegoing concern basis in preparing the financial information for the six monthsended 30 June 2013. 3. Accounting policies and estimates The accounting policies, significant judgments made by management and keysources of estimation adopted in the preparation of the interim condensedconsolidated financial statements for the six months ended 30 June 2013 areconsistent with those used in the preparation of the Group's Annual Report andAccounts for the year ended 31 December 2012, except for the adoption of thefollowing new and amended accounting standards: Accounting Requirements Impact on financialstandard statements IFRS 10 Establishes a single control model for None; basis of`Consolidated deciding whether entities should be preparation has beenFinancial consolidated by a parent. IFRS 10 amended to reflect theStatements' changes the definition of control such new standard. that an investor controls an investee when it is exposed, or has the rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Adopted retrospectively from 1 January 2013. IFRS 11 `Joint Distinguishes between joint ventures None; basis ofArrangements' and joint operations and requires the preparation has been(and related use of the equity method for interests amended to reflect theamendments to in joint ventures. Adopted new standard.IAS 28 retrospectively from 1 January 2013.`Investments inAssociates') IFRS 12 Requires additional disclosures about Additional disclosures`Disclosures of an entity's interests in subsidiaries, will be made in the yearInterests in joint arrangements and associates. end accounts asOther Entities' Adopted from 1 January 2013. required. IFRS 13 `Fair Establishes a single source of Additional disclosuresValue guidance for all fair value required in interimMeasurement' measurements and requires including financial statements additional disclosures about fair have been made in Note value measurements. IFRS 13 does not 11. change when an entity is required to use fair value, but provides guidance on how to measure fair value under IFRS when it is required or permitted. Adopted prospectively from 1 January 2013. IAS 1 Requires separate presentation of Revised presentation`Presentation other comprehensive income items that (see consolidatedof Financial could be reclassified in future to statement ofStatements' profit or loss and those which will comprehensive income).(amended) never be reclassified. Adopted The amendment has had no retrospectively from 1 January 2013. impact on the Group's financial position or performance. IAS 19 Requires:`Employee -all remeasurements of defined benefit None.Benefits' obligations and plan assets to be(revised 2011) included in other comprehensive income. Reduction in return on -expected return on plan assets to be plan assets included in measured using the discount rate profit or loss which, as applied in measuring the defined the Group's schemes are benefit obligation. currently in deficit, -unvested past service costs to be will result in a net recognised in profit or loss at the financing expense being earlier of when the amendment occurs recognised, rather than or when the related restructuring or the previous net termination costs are recognised. financing income. The -quantitative sensitivity disclosures. cost of administering the plan will be Adopted retrospectively from 1 January reported through the 2013. profit and loss. See Note 17 for quantification of this change. The following amendments to accounting standards have not had a significantimpact on the Group's interim condensed consolidated financial statements: * IFRS 1 `First-time Adoption of International Financial Reporting Standards' (amended) * IFRS 7 `Financial Instruments: Disclosures' * IAS 27 `Separate Financial Statements' * Annual improvements 2009-2011: + IFRS 1 `First-time Adoption of International Financial Reporting Standards' + IAS 1 `Presentation of Financial Statements' + IAS 16 `Property, Plant and Equipment' + IAS 32 `Financial Instruments: Presentation' + IAS 34 `Interim Financial Reporting' 4. Segment information Operating segments The Group considers that operating segments presented on a products andservices basis are the most appropriate way to demonstrate the performance ofthe Group. This is consistent with the internal reporting provided to the GroupChief Executive Officer and the Group Chief Financial Officer, together thechief operating decision maker (`CODM'). On 8 April 2013, the Group sold the majority of the Delta businesses. Productsthat were classified as Data Services prior to 31 December 2012 that are notpart of Delta have been reclassified to Marketing Services - Online and Eventsgiven their natures. In addition, the Group has planned to divest the UBMChannel and certain UBM Built Environment Marketing Services activities.Accordingly, these operations have been treated as discontinued as detailed inNotes 2 and 15. The segment results do not include amounts for discontinued operations. TheCODM now considers there to be four reportable operating segments: * Events which provide face to face interaction in the form of exhibitions, trade shows, conferences and other live events; * PR Newswire which provides communications products and services to professionals working in marketing, public relations, corporate communications or investor relations roles - distributing messages, identifying target audiences and monitoring the impact; * Marketing Services - Online which provide website sponsorships and banner advertising as well as online directory products; and * Marketing Services - Print which publishes magazines and trade press to specialist markets. No operating segments have been aggregated to form the above reportablesegments. Segment measures The CODM assesses the performance of the operating segments and the allocationof resources using revenue and adjusted operating profit. Adjusted operatingprofit is IFRS operating profit excluding amortisation of intangible assetsarising on acquisitions, exceptional items and share of tax on results of jointventures and associates. Finance income/expense and tax are not allocated to operating segments and arereported to the CODM only in aggregate. Segment assets and liabilities are not reported to the CODM. Transactions between segments are measured on the basis of prices that wouldapply to third-party transactions. Six months ended 30 June 2013 Marketing Marketing Dis- PR Services Services Corporate Continuing continued Events Newswire - Online - Print costs total operations Total £m £m £m £m £m £m £m £m Revenue Total segment 220.6 105.4 48.0 17.7 - 391.7 16.2 407.9revenue Intersegment revenue (0.2) (0.4) - - - (0.6) - (0.6) External revenue 220.4 105.0 48.0 17.7 - 391.1 16.2 407.3 Result Depreciation (2.3) (3.0) (0.5) (0.2) (0.3) (6.3) (0.2) (6.5)(includingamortisation ofwebsite developmentcosts) Share of pre-tax (0.1) 0.2 - - 1.1 1.2 - 1.2results from jointventures andassociates Segment adjusted 62.8 23.5 1.6 2.2 (9.4) 80.7 0.1 80.8operating profit Amortisation of intangible assets (12.0) (0.3) (12.3)arising on acquisitions Exceptional (14.5) 0.3 (14.2)operating items Exceptional - 20.0 20.0discontinued items Share of tax on profit in joint (0.4) - (0.4)ventures and associates Group operating 53.8 20.1 73.9profit Financing income 5.3 - 5.3 Financing expense (17.5) - (17.5) Exceptional items relating to net (0.8) - (0.8)financing expense Profit before tax 40.8 20.1 60.9 Tax (3.8) - (3.8) Profit for the 37.0 20.1 57.1period Total corporate costs for the period ended 30 June 2013 are net of internalcost recoveries and sundry income of £nil (six months ended 30 June 2012:£1.3m; year ended 31 December 2012: £3.7m) and share of pre-tax results from JVsand associates of £1.1m (six months ended 30 June 2012: £0.5m; year ended 31December 2012: £2.3m). The internal cost recoveries from the Group's operatingbusinesses and sundry income are not attributable to any of the Group'sreported segments. Corporate costs also includes the pension expense from theadoption of IAS 19 (revised) of £0.6m (six months ended 30 June 2012: £0.7m;year ended 31 December 2012: £1.4m) offset by a curtailment gain of £1.9m fromthe Delta disposal. Six months ended 30 June 2012 (restated) Marketing Marketing Dis- PR Services Services Corporate Continuing continued Events Newswire - Online - Print costs total operations Total £m £m £m £m £m £m £m £m Revenue Total segment revenue 222.9 100.5 50.0 24.3 - 397.7 111.5 509.2 Intersegment revenue (0.1) (0.4) - - - (0.5) - (0.5) External revenue 222.8 100.1 50.0 24.3 - 397.2 111.5 508.7 Result Depreciation (1.7) (3.4) (0.3) (0.2) (0.1) (5.7) (2.3) (8.0)(includingamortisation ofwebsite developmentcosts) Share of pre-tax 0.3 0.4 - - 0.5 1.2 0.2 1.4results from jointventures andassociates Segment adjusted 73.4 22.3 1.3 1.4 (9.7) 88.7 14.0 102.7operating profit Amortisation of intangible assets (12.4) (6.0) (18.4)arising on acquisitions Exceptional operating (0.8) (0.1) (0.9)items Share of tax on profit in joint (0.3) - (0.3)ventures and associates Group operating 75.2 7.9 83.1profit Financing income 1.2 - 1.2 Financing expense (16.0) - (16.0) Exceptional items relating to net (1.0) - (1.0)financing expense Profit before tax 59.4 7.9 67.3 Tax (7.4) (0.6) (8.0) Profit for the period 52.0 7.3 59.3 Year ended 31 December 2012 (restated) Marketing Marketing Dis- PR Services Services Corporate Continuing continued Events Newswire - Online - Print costs total operations Total £m £m £m £m £m £m £m £m Revenue Total segment revenue 427.5 197.3 99.6 44.9 - 769.3 209.3 978.6 Intersegment revenue (0.6) (0.9) - - - (1.5) - (1.5) External revenue 426.9 196.4 99.6 44.9 - 767.8 209.3 977.1 Result Depreciation (3.7) (7.1) (0.9) (0.3) (0.3) (12.3) (4.2) (16.5)(includingamortisation ofwebsite developmentcosts) Share of pre-tax 1.3 0.7 - 0.2 2.3 4.5 0.7 5.2results from jointventures andassociates Segment adjusted 141.6 43.5 3.8 4.0 (17.1) 175.8 26.5 202.3operating profit Amortisation of intangible assets (24.8) (10.9) (35.7)arising on acquisitions Exceptional operating (1.2) 2.1 0.9items Loss on assets held - (181.4) (181.4)for sale Share of tax on profit in joint (1.1) - (1.1)ventures and associates Group operating loss 148.7 (163.7) (15.0) Financing income 2.8 - 2.8 Financing expense (31.9) - (31.9) Exceptional items relating to net 3.1 - 3.1financing expense Loss before tax 122.7 (163.7) (41.0) Tax (6.1) (0.2) (6.3) Loss for the year 116.6 (163.9) (47.3) In October 2012 the Group acquired the remaining 50% share of Canada Newswirefrom its associate, PA Group Limited. The Group recognised a one-off share ofjoint venture and associates result in respect of PA Group's gain on disposalof Canada Newswire totalling £3.8m. Revenue by products and services Revenue from external customers analysed by products and services is given inthe above segment tables. The Group's reportable segments are organised aroundproducts and services provided to external customers. There are no revenuesderived from a single external customer which are significant. Geographic information Revenue is allocated to countries based on the location where the products andservices are provided. Non-current assets are allocated to countries based onthe location of the businesses to which the assets relate. Continuing revenue Restated Restated Six six year months months ended ended ended 31 30 June 30 June December 2013 2012 2012 £m £m £m United Kingdom 53.5 62.7 95.9 Foreign countries United States and Canada 216.4 217.0 380.9 Europe 23.3 24.7 66.7 China 64.9 57.0 144.4 Emerging markets* 24.6 24.1 60.2 Rest of the world 8.4 11.7 19.7 337.6 334.5 671.9 External revenue 391.1 397.2 767.8 * Emerging markets comprise the non-G10 countries - most notably for the Group:Brazil, India, Thailand, Singapore, Indonesia, Malaysia, Philippines, Mexicoand UAE. Non-current assets 30 June 30 June 31 December 2013 2012 2012 £m £m £m United Kingdom 284.4 278.2 270.1 Foreign countries United States and Canada 534.7 660.7 529.6 Europe 22.6 209.8 17.2 China 34.3 42.6 31.4 Emerging markets* 101.8 98.8 99.8 Rest of the world 6.4 7.4 6.0 699.8 1,019.3 684.0 Total non-current assets 984.2 1,297.5 954.1 Non-current assets for this purpose consist of goodwill, intangible assets,property, plant and equipment, investments in joint ventures and associates andother investments. Discontinued operations and reclassification of retained Data Services products The tables below show the discontinuation of revenue and adjusted operatingprofit associated with the proposed disposals of UBM Channel and certain UBMBuilt Environment Marketing Services (`MS') activities; the completed Deltadisposal; the reclassification of Data Services products retained by the Group;and the impact of IAS19 (revised) for restated comparative periods. As theDelta businesses are not consolidated by the Group from 1 January 2013, thereare no Delta discontinued operations for the six months ended 30 June 2013. Six months ended 30 June 2013 UBM Channel and UBM Channel and Built MS Adjusted Built MS Revenue operating profit £m £m Events 4.2 (0.3) Marketing Services - Online 4.0 - Marketing Services - Print 8.0 0.4 Total 16.2 0.1 Six months ended 30 June 2012 Revenue UBM Channel IAS 19 Total Total and Built MS Delta Reclassified (revised) continuing £m £m £m £m £m £m Events 233.0 (4.3) (6.8) 0.9 - 222.8 PR Newswire 100.1 - - - - 100.1 Data Services 90.0 - (76.5) (13.5) - - Marketing Services - 46.2 (7.8) (1.0) 12.6 - 50.0Online Marketing Services - 39.4 (4.5) (10.6) - - 24.3Print Total 508.7 (16.6) (94.9) - - 397.2 Adjusted operating UBM Channel IAS 19 Totalprofit Total and Built MS Delta Reclassified (revised) continuing £m £m £m £m £m £m Events 74.8 0.1 (1.2) (0.3) - 73.4 PR Newswire 22.3 - - - - 22.3 Data Services 13.3 - (12.1) (1.2) - - Marketing Services - (0.1) (0.2) 0.1 1.5 - 1.3Online Marketing Services - 2.1 0.3 (1.0) - - 1.4Print Corporate costs (9.0) - - - (0.7) (9.7) Total 103.4 0.2 (14.2) - (0.7) 88.7 Year ended 31 December 2012 Revenue UBM Channel IAS 19 Total Total and Built MS Delta Reclassified (revised) continuing £m £m £m £m £m £m Events 449.9 (11.0) (13.0) 1.0 - 426.9 PR Newswire 196.4 - - - - 196.4 Data Services 162.2 - (135.5) (26.7) - - Marketing Services 92.0 (15.9) (2.2) 25.7 - 99.6- Online Marketing Services 76.6 (8.4) (23.3) - - 44.9- Print Total 977.1 (35.3) (174.0) - - 767.8 Adjusted operating UBM Channel IAS 19 Totalprofit Total and Built MS Delta Reclassified (revised) continuing £m £m £m £m £m £m Events 145.4 (0.9) (2.4) (0.5) - 141.6 PR Newswire 43.5 - - - - 43.5 Data Services 22.7 - (20.1) (2.6) - - Marketing Services 2.1 (1.3) (0.1) 3.1 - 3.8- Online Marketing Services 5.7 0.6 (2.3) - - 4.0- Print Corporate costs (15.7) - - - (1.4) (17.1) Total 203.7 (1.6) (24.9) - (1.4) 175.8 5. Exceptional operating items Certain items are recognised as exceptional items since, due to their nature orinfrequency, such presentation is relevant to an understanding of the Group'sfinancial statements. Except for exceptional items relating to acquisitions,these items are not part of the Group's normal ongoing operations. (Charged)/credited to continuing operating Restated Restatedprofit Six six year months months ended ended ended 31 30 June 30 June December 2013 2012 2012 £m £m £m Acquisition costs on continuing business (0.1) (0.9) (1.0)combinations Aborted acquisition costs (1.2) - - Changes in estimates of contingent consideration 1.7 0.1 0.8 Exceptional items relating to acquisitions 0.4 (0.8) (0.2) Restructuring and business reorganisation (9.6) - - Other restructuring items 2.5 - - Exceptional items relating to reorganisation and (7.1) - -restructuring Impairment of goodwill (3.7) - (1.0) Impairment of joint ventures and associates (1.5) - - Impairment of joint venture loan note (2.6) - - Impairment charge (7.8) - (1.0) Total charged to continuing operating profit (14.5) (0.8) (1.2) Acquisition exceptional items Acquisition costs of £0.1m and aborted acquisition costs of £1.2m have beenexpensed as exceptional items. For the six months ended 30 June 2013 anexceptional credit of £1.7m was recognised relating to revised contingentconsideration estimates for prior year acquisitions. Reorganisation and restructuring Restructuring and business reorganisation charges comprise: * £5.4m in relation to the restructuring of the UBM Tech business reflecting decisions taken in the Group's strategic review; * £3.7m in connection with contracts with the ExCel London Exhibition and Convention Centre. These contracts entail minimum commitments for space rentals in excess of those foreseen to be necessary which exceed the economic benefits expected to be received and which have therefore been designated as onerous contracts; and * £0.5m of restructuring costs associated with the Group's ActuaMedica NV joint venture. Other restructuring items represent an exceptional credit of £2.5m from prioryear disposal provisions no longer required. Impairment The Group has reviewed the carrying value of goodwill and intangible assets(other than within assets held for sale) in light of current trading conditionsand future outlook. As a result of this review, impairment charges of £3.7mrelating to goodwill, £1.5m in respect of the Group's investment in ActuaMedicaNV and £2.6m in respect of the loan note with Janus SAS have been recognised. 6. Net financing expense Six months Six months Year ended ended ended 30 June 30 June 31 December 2013 2012 2012 £m £m £m Financing expense Borrowings and loans (13.9) (14.2) (28.9) Other - (0.4) - Total interest expense for financial (13.9) (14.6) (28.9)liabilities not classified at fair valuethrough profit or loss Pension schemes net finance expense (0.9) (0.7) (1.3) Fair value movement on interest rate swaps (2.7) - 1.0 Fair value movement on £250m bond 2.6 - (1.1) Ineffectiveness on fair value hedges (0.1) - (0.1) Fair value movement on interest rate swaps (4.4) 2.2 2.7 Fair value movement on $350m bond 4.2 (2.5) (2.9) Ineffectiveness on fair value hedges (0.2) (0.3) (0.2) Foreign exchange loss on forward contracts - (0.4) (1.2) Foreign exchange loss (0.4) - - Other fair value movements (2.0) - (0.2) Financing expense before exceptional items (17.5) (16.0) (31.9) Exceptional financing expense Fair value movement on put options over non (0.8) (1.0) (0.9)controlling interests Fair value movement on $350m bond - - 4.0 Total exceptional financing expense (0.8) (1.0) 3.1 Total financing expense (18.3) (17.0) (28.8) Financing income Cash and cash equivalents 0.4 0.4 1.0 Vendor loan note 0.5 - - Total interest income 0.9 0.4 1.0 Fair value movement on interest rate swaps - 6.1 - Fair value movement on £250m bond - (6.0) - Ineffectiveness on fair value hedges - 0.1 - Foreign exchange gain on forward contracts 2.7 - - Foreign exchange gain - 0.7 1.7 Other fair value movements 1.7 - 0.1 Total financing income 5.3 1.2 2.8 Net financing expense (13.0) (15.8) (26.0) Exceptional financing expense comprises: * £0.8m relating to the fair value movement on put options over non-controlling interests (six months ended 30 June 2012: £1.0m; year ended 31 December 2012: £0.9m); * £4.0m gain in the year ended 31 December 2012 from the cessation of fair value hedge accounting for a $50m portion of the $350m bond. This $50m portion of the bond is subsequently accounted for at amortised cost. 7. Earnings per share Basic earnings per share is calculated by dividing net profit for the periodattributable to owners of the parent entity by the weighted average number ofordinary shares outstanding during the period. Adjusted basic earnings per share excludes amortisation of intangible assetsarising on acquisitions, deferred tax on amortisation of intangible assets,exceptional items and net financing expense adjustments. Diluted earnings per share takes into account the effects of dilutive options:those share options granted to employees where the exercise price is less thanthe average market price of the Company's ordinary shares during the period.The impact of dilutive securities in the six months ended 30 June 2013 would beto increase weighted average shares by 4.9 million shares (six months ended 30June 2012: 4.0 million shares; year ended 31 December 2012: 4.6 millionshares). The weighted average number of shares excludes ordinary shares held by theEmployee Share Ownership Plan (the `ESOP'). The following reflects the income and share data used in basic and dilutedearnings per share computations: Restated Restated Six months ended six months ended year ended 30 June 2013 30 June 2012 31 December 2012 Continuing operations Earnings Earnings Earnings Earnings per share Earnings per share Earnings per share £m pence £m pence £m pence Adjusted Group operating 80.7 88.7 175.8profit Net interest expense (13.0) (14.2) (27.9) Pension schemes finance (0.9) (0.7) (1.3)expense Adjusted profit before tax 66.8 73.8 146.6 Tax (7.7) (11.0) (17.4) Non-controlling interests (5.4) (6.6) (10.5) Adjusted earnings per share 53.7 22.0 56.2 23.0 118.7 48.6 Adjustments Amortisation of intangible (12.0) (4.9) (12.4) (5.1) (24.8) (10.2)assets arising onacquisitions Deferred tax on 3.5 1.4 3.3 1.4 10.2 4.2amortisation of intangibleassets Exceptional items (15.3) (6.3) (0.8) (0.3) 2.2 0.8 Net financing income/ 1.7 0.7 (0.9) (0.4) 0.1 -(expense) - other Basic earnings per share 31.6 12.9 45.4 18.6 106.4 43.4 Dilution Options - (0.2) - (0.3) - (0.8) Diluted earnings per share 31.6 12.7 45.4 18.3 106.4 42.6 Adjusted earnings per share 53.7 22.0 56.2 23.0 118.7 48.6(as above) Options - (0.4) - (0.3) - (0.9) Diluted adjusted earnings 53.7 21.6 56.2 22.7 118.7 47.7per share Restated Restated Six months ended six months ended year ended 30 June 2013 30 June 2012 31 December 2012 Total Group Earnings Earnings Earnings Earnings per share Earnings per share Earnings per share £m pence £m pence £m pence Adjusted Group operating 80.8 102.7 202.3profit Net interest expense (13.0) (14.2) (27.9) Pension schemes finance (0.9) (0.7) (1.3)expense Adjusted profit before tax 66.9 87.8 173.1 Tax (7.7) (13.1) (20.9) Non-controlling interests (5.4) (6.6) (10.5) Adjusted earnings per share 53.8 22.0 68.1 27.9 141.7 58.0 Adjustments Amortisation of intangible (12.3) (5.0) (18.4) (7.5) (35.7) (14.6)assets arising onacquisitions Deferred tax on amortisation 3.5 1.4 4.8 2.0 13.5 5.6of intangible assets Exceptional items 5.0 2.0 (0.9) (0.4) (177.4) (72.6) Net financing income/ 1.7 0.7 (0.9) (0.4) 0.1 -(expense) - other Basic earnings per share 51.7 21.1 52.7 21.6 (57.8) (23.6) Dilution Options - (0.4) - (0.4) - 0.4 Diluted earnings per share 51.7 20.7 52.7 21.2 (57.8) (23.2) Adjusted earnings per share 53.8 22.0 68.1 27.9 141.7 58.0(as above) Options - (0.4) - (0.5) - (1.1) Diluted adjusted earnings per 53.8 21.6 68.1 27.4 141.7 56.9share 8. Dividends Six Six Year months months ended ended ended 31 30 June 30 June December 2013 2012 2012 £m £m £m Declared and paid during the period Equity dividends on ordinary shares Second interim dividend for 2011 of 20.0p - 48.9 48.9 Interim dividend for 2012 of 6.7p - - 16.4 Final dividend for 2012 of 20.0p 48.8 - - 48.8 48.9 65.3 Proposed (not recognised as a liability at theend of the period) Equity dividends on ordinary shares Interim dividend for 2012 of 6.7p - 16.4 - Final dividend for 2012 of 20.0p - - 48.9 Interim dividend for 2013 of 6.7p 16.4 - - 9. Property, plant and equipment and intangible assets Movements during the period in property, plant and equipment and intangibleassets were: Six Six Year months months ended ended ended 31 30 June 30 June December 2013 2012 2012 £m £m £m Net book value at 1 January 140.4 203.6 203.6 Acquired with subsidiaries 0.5 12.3 14.4 Additions* 4.8 5.5 17.9 Intangible asset construction in progress* 18.4 - - Disposals (0.2) (0.3) (2.0) Disposal of subsidiaries - (0.1) (0.1) Depreciation and amortisation (18.8) (26.4) (52.2) Impairment (0.6) - - Classified as held for sale (Note 15) (2.4) - (32.8) Currency translation 8.0 (3.2) (8.4) Net book value at 30 June/31 December 150.1 191.4 140.4 * Cash flow expenditure of £10.1m on intangible assets includes £8.2m investedin the implementation of a group-wide finance and reporting system, reportedwithin intangible asset construction in progress. The remaining £10.2mintangible asset construction in progress was reported in prepayments at 31December 2012. 10. Movement in net debt 1 January Non-cash Exchange 30 June 2013 items Cash flow movement 2013 £m £m £m £m £m Cash and cash equivalents 86.9 - 12.0 5.3 104.2 Bank overdrafts (0.2) - (6.3) - (6.5) Net cash 86.7 - 5.7 5.3 97.7 Bank loans due in more than (178.3) - 106.2 (3.7) (75.8)one year Bonds due in more than one (482.8) 6.3 - (15.2) (491.7)year Borrowings (661.1) 6.3 106.2 (18.9) (567.5) Derivative assets associated 26.5 (6.7) - - 19.8with borrowings Derivative liabilities (5.5) (11.8) - - (17.3)associated with borrowings Net debt (553.4) (12.2) 111.9 (13.6) (467.3) The undrawn portion of all facilities at 30 June 2013 is £224.2m (30 June 2012:£153.7m; 31 December 2012: £121.7m). 1 January Non-cash Exchange 31 December 2012 items Cash flow movement 2012 £m £m £m £m £m Cash and cash equivalents 106.7 - 3.2 (1.6) 108.3 Bank overdrafts (0.1) - 0.1 - - Net cash 106.6 - 3.3 (1.6) 108.3 Bank loans due in less than (52.9) 0.6 52.2 0.1 -one year Bank loans due in more than (87.8) (0.6) (61.3) 3.4 (146.3)one year Bonds due in more than one (492.3) (8.9) - 2.4 (498.8)year Borrowings (633.0) (8.9) (9.1) 5.9 (645.1) Derivative assets associated 23.3 8.2 - - 31.5with borrowings Derivative liabilities (22.2) 5.4 - - (16.8)associated with borrowings Net debt (525.3) 5.3 (6.4) 4.3 (522.1) 1 January Non-cash Exchange 31 December 2012 items Cash flow movement 2012 £m £m £m £m £m Cash and cash equivalents 106.7 - (16.7) (3.1) 86.9 Bank overdrafts (0.1) - (0.1) - (0.2) Net cash 106.6 - (16.8) (3.1) 86.7 Bank loans due in less than (52.9) - 52.7 0.2 -one year Bank loans due in more than (87.8) - (94.9) 4.4 (178.3)one year Bonds due in more than one (492.3) (0.9) - 10.4 (482.8)year Borrowings (633.0) (0.9) (42.2) 15.0 (661.1) Derivative assets associated 23.3 3.2 - - 26.5with borrowings Derivative liabilities (22.2) 15.0 1.7 - (5.5)associated with borrowings Net debt (525.3) 17.3 (57.3) 11.9 (553.4) 11. Financial instruments The following table provides a comparison of the carrying amounts and fairvalues of the Group's financial instruments at 30 June 2013. The fair values ofexcluded financial assets and liabilities do not differ from their carryingamounts. Carrying Fair amount value £m £m Financial assets Forward exchange contracts 0.5 0.5 Interest rate swaps 19.8 19.8 Vendor loan note 37.5 37.5 57.8 57.8 Financial liabilities Forward exchange contracts (17.3) (17.3) Put options over non-controlling interests (24.5) (24.5) £300m variable rate multi-currency facility 2016 (75.8) (75.8) £250m 6.5% sterling bonds due 2016 (261.5) (279.7) $350m 5.75% dollar bonds due 2020 (230.2) (236.4) Contingent and deferred consideration on acquisitions (6.5) (6.5) (615.8) (640.2) Fair value hierarchy The fair value measurements at the reporting date are classified according tothe significance of the inputs used in making the measurements. The level inthe hierarchy within which the fair value is categorised is determined based onthe lowest level input that is significant to the fair value measurement in itsentirety. Level 1: quoted prices (unadjusted) in active markets for identical assets orliabilities. Level 2: inputs other than quoted prices included in level 1 that areobservable for the asset or liability, either directly (e.g. prices) orindirectly (e.g. derived from prices). Level 3: inputs for the assets or liabilities that are not based on observablemarket data. For financial instruments that are recognised at fair value on a recurringbasis, the Group determines whether transfers have occurred between levels inthe hierarchy by re-assessing categorisation at the end of each reportingperiod. At 30 June 2013, the Group held the following classes of financial instrumentsmeasured at fair value. 30 June Level 1 Level 2 Level 3 2013 £m £m £m £m Financial assets at fair value throughprofit or loss Forward exchange contracts - not 0.5 - 0.5 -hedged Interest rate swaps - hedged 16.3 - 16.3 - Interest rate swaps - not hedged 3.5 - 3.5 - Vendor loan note 37.5 - 37.5 - Financial liabilities at fair valuethrough profit or loss Forward exchange contracts - hedged (17.3) - (17.3) - Put options over non-controlling (24.5) - - (24.5)interests Contingent and deferred consideration (6.5) - - (6.5)acquisitions During the six months ended 30 June 2013 there were no transfers between Level1 and Level 2 fair value measurements, and no transfers into and out of Level 3measurements. There were no movements in Level 3 measurements reported in othercomprehensive income. Reconciliation of recurring level 3 fair value measurements: Put options Contingent over non- and deferred controlling consideration interests on 30 June acquisitions 2013 30 June 2013 £m £m At 1 January (13.6) (13.1) Acquisitions (Note 14) (9.8) (0.8) Consideration paid - 5.8 Changes in estimates (income statement) (0.8) 2.0 Currency translation (0.3) (0.4) At 30 June (24.5) (6.5) Valuation techniques The fair values of interest rate swaps and forward exchange contracts aremeasured by the external counterparties to the contracts and verified usingpresent value of future cash flows at discount rates implied by the forwardcurve. These valuation techniques maximise the use of observable market datawhere it is available and rely as little as possible on entity specificestimates. The fair value of the £250m 6.5% sterling bonds due 2016 and the $350m 5.75%dollar bonds due 2020 have been measured at market value. The fair values of put options over non-controlling interests (includingexercise price) and contingent and deferred consideration on acquisitions aremeasured using discounted cash flow models with inputs derived from theprojected financial performance in relation to the specific criteria for eachitem, as no observable market data is available. The terms of instrumentsrecognised during 2013 are detailed in Note 14. The changes in estimates of putoptions over non-controlling interests are reported within exceptionalfinancing expense. The changes in estimates of contingent and deferredconsideration on acquisitions are reported within exceptional operating items. In valuing put options over non controlling interests and contingent anddeferred consideration on acquisitions, the most significant unobservable inputis forecasted performance. An increase of 20% to the projected financialperformance used in the put option measurements would increase the aggregateliability by £5.5m. The fair value of the contingent and deferred considerationon acquisitions is not significantly sensitive to a reasonable change in theforecast performance. 12. Share capital 30 June 30 June 31 December 2013 2012 2012 Authorised £m £m £m 1,217,124,740 (30 June 2012: 1,217,124,740; 31December 2012 1,217,124,740) ordinary shares of 121.7 121.7 121.710p each Ordinary Ordinary Shares shares Issued and fully paid Number £m At 1 January 2012 244,779,035 24.5 Issued in respect of share option schemes and 407,057 -other entitlements At 30 June 2012 245,186,092 24.5 Issued in respect of share option schemes and 281,037 -other entitlements At 31 December 2012 245,467,129 24.5 Issued in respect of share option schemes and 134,325 0.1other entitlements At 30 June 2013 245,601,454 24.6 Company share schemes As at 30 June 2013, the holdings of the ESOP Trust are 0.7m ordinary shares (30June 2012: 0.6m ordinary shares; 31 December 2012: 2.5m ordinary shares). 13. Other reserves Foreign currency Total Merger translation ESOP Other other reserve reserve reserve reserve reserves £m £m £m £m £m At 1 January 2013 (restated) (732.2) (3.3) (8.3) 125.3 (618.5) Total comprehensive income for - (25.7) - - (25.7)the period* Shares awarded by ESOP - - 13.4 - 13.4 Purchase of ESOP shares - - (10.0) - (10.0) At 30 June 2013 (732.2) (29.0) (4.9) 125.3 (640.8) At 1 January 2012 (732.2) 7.3 (5.5) 125.3 (605.1) Total comprehensive income for - (5.1) - - (5.1)the period** Shares awarded by ESOP - - 4.5 - 4.5 Purchase of ESOP shares - - (2.8) - (2.8) At 30 June 2012 (732.2) 2.2 (3.8) 125.3 (608.5) At 1 January 2012 (732.2) 7.3 (5.5) 125.3 (605.1) Total comprehensive income for - (10.6) - - (10.6)the period*** Shares awarded by ESOP - - 15.5 - 15.5 Purchase of ESOP shares - - (18.3) - (18.3) At 31 December 2012 (restated) (732.2) (3.3) (8.3) 125.3 (618.5) * The amount included in the foreign currency translation reserve for theperiod ended 30 June 2013 represents the currency translation difference onforeign operations on Group subsidiaries of £(30.5)m (excluding £1.4m relatingto non-controlling interests), on net investment hedges of £(30.9)m and onjoint ventures and associates of £0.7m. ** The amount included in the foreign currency translation reserve for theperiod ended 30 June 2012 represents the currency translation difference onforeign operations on Group subsidiaries of £(15.5)m (excludes £(0.4)m relatingto non-controlling interests), on net investment hedges of £10.2m and on jointventures and associates of £0.2m. *** The amount included in the foreign currency translation reserve for 2012represents the currency translation difference on foreign operations on Groupsubsidiaries of £17.8m (excluding £(2.2)m relating to non-controllinginterests), on net investment hedges of £(28.2)m and on joint ventures andassociates of £(0.2)m. Merger reserve The merger reserve is used to record entries in relation to certainreorganisations that took place in previous accounting periods. The majority ofthe balance on the reserve relates to the capital reorganisation that tookplace in 2008 which created a new holding company which is UK-listed,incorporated in Jersey and with its tax residence in the Republic of Ireland.The return of the Company's tax residency to the United Kingdom in 2012 has hadno impact on these balances. Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differencesarising from the translation of the financial statements of foreignsubsidiaries. It is also used to record the effect of hedging net investmentsof foreign operations. ESOP reserve The ESOP reserve records ordinary shares held by the ESOP to satisfy futureshare awards. The shares are recorded at cost. In the six months ended 30 June2013, 1,425,000 ordinary shares were purchased by the ESOP (six months ended 30June 2012: 450,000; year ended 31 December 2012: 2,675,000). 14. Acquisitions The Group has completed two acquisitions in the six months ended 30 June 2013.Details of the acquisitions made by the Group in the prior year are availablein the Annual report and Accounts for the year ended 31 December 2012. On 18 March 2013 the Group acquired a 60% interest in JV Novomania Limited(`JVNML') which owns Novomania, an annual urban/street fashion event in Chinafor initial cash consideration of £0.1m and further performance relatedconsideration of up to £2.0m payable over the next three years. There are putand call options over a further 40% of the equity of JVNML exercisable from thefifth to the tenth anniversary of completion, priced at fair market value up toa maximum of £8.5m. On 15 April 2013 the Group acquired 51% of PT Pameran Niaga Indonesia (`PTPNI')for total consideration of £0.2m. The Group has a call option over a further49% of the equity of PTPNI exercisable at any date and priced at Rp1,470.0m (£0.1m). Cash flow effect of acquisitions The aggregate cash flow effect of the acquisitions was as follows: 30 June 2013 £m Net cash acquired with subsidiaries - Cash paid to acquire subsidiaries 0.6 Net cash outflow on 2013 acquisitions 0.6 Payment of contingent consideration on prior 4.2year acquisitions Payment of deferred consideration on prior year 1.6acquisitions Total cash outflow on acquisitions 6.4 None of the contingent or deferred consideration payments are individuallymaterial. Contingent and deferred consideration The potential undiscounted amount for all future payments that the Group couldbe required to make under the contingent consideration arrangements for 2013acquisitions is between £nil and £2.0m (maximum remaining for 2012, 2011 and2010 acquisitions is £6.4m, £1.7m and £1.9m respectively). The contingentconsideration for each acquisition made during the period is based on the termsset out in the relevant purchase agreements. The amounts recognised as the fairvalues of contingent considerations have been determined by reference to theprojected financial performance in relation to the specific contingentconsideration criteria for each acquisition. The movement in the contingent and deferred consideration payable during theperiod is disclosed in Note 11. Put and call options During the period, the Group has recognised the following put and calloptions. These reflect new transaction and options evaluated in the context ofthe new consolidation accounting standards which have also been recognised inthis period. Put options are reported within derivative financial instruments(Note 11). The fair value of call options are not material to the Group. Put option 2013 Option price Option exercise date £m JV Novomania Limited 40% put Fair value of 18 March 2018 0.4and call options the shares as agreed by the parties capped at RMB 80.0m (£8.6m) PT Pameran Niaga Indonesia 49% Rp1,470.0m At any time -call option £0.1m) I.C.C. Fuarcilik ve Fair value of Put: 15% after 1.3Organizasyon Ticaret A.S. 30% the shares as finalisation of 2015put and call options agreed by the accounts; further 15% parties capped after finalisation of at $10.0m 2017 accounts (£6.6m) Call: finalisation of 2022 accounts Intermodal Organizacao de 5.5x EBITDA 30 day period after 3.5Eventos S.A. 25% put and call capped at 31 December 2015 andoptions $20.0m (£13.2m) each subsequent 31 December UBM Mexico Exposiciones, 5.0x EBITA Put: 31 December 2020 1.4S.A.P.I. De C.V. 20% put and capped at to 31 December 2023call options MXP200.0m Call: after 31 (£10.1m) December 2020 UBMMG Holdings Sdn Bhd 25% put 6.0x EBITA Put: 31 December 3.2and call options capped at 2013, 2015 or 2017 or $30.0m (£19.8m) any date after 31 December 2019 Call: after 31 December 2022 15. Discontinued operations and assets held for sale As disclosed in Note 2, the Group has classified the UBM Channel business,certain UBM Built Environment Marketing Services (`MS') activities and theDelta businesses as discontinued operations. The sale of Delta was completed on8 April 2013, with the exception of certain businesses in China, India and theUK. The China and India businesses still require regulatory approvals and arereported as held for sale at 30 June 2013. Completion is expected in the nextsix months. The UK business is retained by the Group and is no longerclassified as discontinued operations and held for sale. Details of the Deltaasset and liabilities disposed of, and the calculation of profit on disposalare disclosed in Note 16. The results of the discontinued operations which have been included in theconsolidated income statement and consolidated statement of cash flows are asfollows: Six months ended 30 June 2013 UBM Channel and Built MS Delta Total £m £m £m Revenue 16.2 - 16.2 Operating expenses (16.1) - (16.1) Share of results from joint ventures and - - -associates (after tax) Adjusted operating profit from discontinued 0.1 - 0.1operations Amortisation of intangible assets arising on (0.3) - (0.3)acquisitions Exceptional operating items 0.3 - 0.3 Operating profit from discontinued operations 0.1 - 0.1 Financing income - - - Financing expense - - - Profit before tax attributable to discontinued 0.1 - 0.1operations Attributable tax - - - Profit after tax from discontinued operations 0.1 - 0.1 Loss on assets held for sale (5.6) - (5.6) Profit on disposal (Note 16) - 25.6 25.6 Attributable tax - - - Profit for the period from discontinued (5.5) 25.6 20.1operations Earnings per share for discontinued operations Basic 8.2p Diluted 8.0p Net cash flows attributable to discontinuedoperations Net cash from operating activities 0.1 Net cash from investing activities (11.6) Net cash from financing activities - Net cash flows attributable to discontinued (11.5)operations The loss on assets held for sale reflects an impairment of UBM Channel goodwillof £5.6m. The classification as held for sale requires assets and liabilitiesto be measured at the lower of their carrying amounts and fair value less coststo sell. Six months ended 30 June 2012 UBM Channel and Built MS Delta Total £m £m £m Revenue 16.6 94.9 111.5 Operating expenses (16.8) (80.9) (97.7) Share of results from joint ventures and - 0.2 0.2associates (after tax) Adjusted operating profit from discontinued (0.2) 14.2 14.0operations Amortisation of intangible assets arising on (0.4) (5.6) (6.0)acquisitions Exceptional operating items (0.1) - (0.1) Operating profit from discontinued operations (0.7) 8.6 7.9 Financing income - - - Financing expense - - - Profit before tax attributable to discontinued (0.7) 8.6 7.9operations Attributable tax - (0.6) (0.6) Profit for the period from discontinued (0.7) 8.0 7.3operations Earnings per share for discontinued operations Basic 3.0p Diluted 2.9p Net cash flows attributable to discontinuedoperations Net cash from operating activities 20.9 Net cash from investing activities (2.5) Net cash from financing activities (18.7) Net cash flows attributable to discontinued (0.3)operations Year ended 31 December 2012 UBM Channel and Built MS Delta Total £m £m £m Revenue 35.3 174.0 209.3 Operating expenses (33.7) (149.8) (183.5) Share of results from joint ventures and - 0.7 0.7associates (after tax) Adjusted operating profit from discontinued 1.6 24.9 26.5operations Amortisation of intangible assets arising on (0.9) (10.0) (10.9)acquisitions Exceptional operating items 0.3 1.8 2.1 Operating profit from discontinued operations 1.0 16.7 17.7 Financing income - - - Financing expense - - - Profit before tax attributable to discontinued 1.0 16.7 17.7operations Attributable tax - (0.2) (0.2) Profit after tax from discontinued operations 1.0 16.5 17.5 Loss on assets held for sale - (181.4) (181.4) Attributable tax - - - Loss for the year from discontinued operations 1.0 (164.9) (163.9) Earnings per share for discontinued operations Basic (67.0)p Diluted (67.0)p Net cash flows attributable to discontinuedoperations Net cash from operating activities 17.9 Net cash from investing activities (6.8) Net cash from financing activities (15.1) Net cash flows attributable to discontinued (4.0)operations In December 2012, the Delta loss on assets held for sale includes an impairmentcharge of £159.6m and costs incurred in relation to the disposal of £21.8m.Costs of sale include professional fees of £8.5m, disposal and separation costsof £9.2m and £4.1m of costs incurred in preparing the business for sale for theyear ended 31 December 2012. Further costs incurred on disposal are detailed inNote 16. Assets held for sale measured at the lower of their carrying amounts and fairvalue less costs to sell UBM Channel and Built MS Delta Total Delta 30 June 30 June 30 June 31 December 2013 2013 2013 2012 £m £m £m £m Goodwill 5.6 - 5.6 117.7 Intangible assets 2.0 - 2.0 24.8 Property, plant and equipment 0.3 0.1 0.4 8.0 Investments in joint ventures and - - - 3.1associates Inventories - - - 5.6 Trade and other receivables 7.5 0.9 8.4 39.8 Cash and cash equivalents - 0.5 0.5 8.4 Assets classified as held for sale 15.4 1.5 16.9 207.4 Trade and other payables (8.4) (0.6) (9.0) (58.5) Current tax liability - - - (2.0) Deferred tax liability - - - (8.7) Liabilities associated with assets (8.4) (0.6) (9.0) (69.2)classified as held for sale Net assets classified as held for 7.0 0.9 7.9 138.2sale There were no assets held for sale at 30 June 2012. 16. Disposals The following table sets out the aggregate effect of the disposal of Delta onthe Group's assets and liabilities: 30 June 2013 £m Goodwill (117.7) Intangible assets (24.8) Property, plant and equipment (7.9) Investments in joint ventures and associates (3.1) Trade and other receivables (37.9) Inventories (5.6) Cash and cash equivalents (7.9) Total assets (204.9) Trade and other payables 54.9 Current tax liability 2.0 Deferred tax liability 8.7 Total liabilities 65.6 Identifiable net assets (139.3) Costs associated with disposal (5.7) Cumulative exchange gain reclassified to profit 26.0and loss on disposal Profit on disposal (25.6) Consideration received 144.6 Vendor loan note (37.0) Less cash disposed and deferred consideration (7.9) Net cash inflow 99.7 The profit on disposal is included in the profit for the period fromdiscontinued operations (Note 15). In the year ended 31 December 2012, animpairment of £159.6m and disposal costs of £21.8m were recognised onclassification of Delta as held for sale. The vendor loan note is repayable in April 2019 and accrues an annual interestcoupon of 6%. 17. Retirement benefit obligations The Group operates a number of defined benefit and defined contribution pensionschemes in the UK and overseas. The most recent actuarial valuations werecarried out during 2011 and updated to 30 June 2013 by independent qualifiedactuaries using the projected unit method. The amounts recognised in the income statement were as follows: Restated Restated Six six year months months ended ended ended 31 30 June 30 June December 2013 2012 2012 £m £m £m Current service cost 0.4 0.3 0.7 Administration cost 0.6 0.7 1.4 Curtailments (1.9) - - Interest cost 0.9 0.7 1.3 Total pension expense - 1.7 3.4 The amounts recognised in the balance sheet were as follows: 30 June 30 June 31 December 2013 2012 2012 £m £m £m Fair value of plan assets 485.0 475.2 480.6 Present value of defined benefit obligations (502.5) (508.2) (528.5) Irrecoverable element of pension surplus (7.2) (5.2) (2.3) Net deficit in the statement of financial (24.7) (38.2) (50.2)position Retirement benefit surplus 13.4 9.7 4.2 Retirement benefit obligation (38.1) (47.9) (54.4) Net deficit in the statement of financial (24.7) (38.2) (50.2)position Revised accounting standard From 1 January 2013, the Group has adopted IAS 19 `Employment benefits'(revised 2011) retrospectively. As a result, the interest cost and expectedreturns on plan assets of defined benefit plans recognised in profit and losshave been replaced by the net interest on net defined benefit liability,calculated using the discount rate used to measure the net pension obligation.Until 2012, the expected return on plan assets was based on an expectedlong-term out-performance of equities over government bonds. Administrationexpenses are now recognised in the income statement rather than as part of theactuarial gains and losses. Also, under the revised standard, unvested past service costs are recognised atthe earlier of when the amendment occurs and when related restructuring andtermination costs are recognised. Previously, unvested past service costs wererecognised by the Group as an expense on a straight line basis over the averageperiod until the benefits become vested. As there were no unvested past servicecosts as at 31 December 2012, there is no impact on the financial statements. The impact on the consolidated financial statements is: Six Year months ended ended 31 30 June December 2012 2012 £m £m Increase in operating expenses (0.7) (1.4) Increase in financing expenses (2.1) (4.0) Decrease in current tax expense - - Net decrease in profit for the period (continuing (2.8) (5.4)operations) - attributable to Owners of the parent entity Increase in actuarial movements in other comprehensive 2.8 5.4income Increase in tax effect on actuarial movements in other - -comprehensive income Net increase in other comprehensive income, net of tax 2.8 5.4 Net increase in total comprehensive income - attributable - -to Owners of the parent entity Decrease in earnings per share Continuing operations - basic (1.1) (2.2) Continuing operations - diluted (1.1) (2.2) Profit for the period - basic (1.1) (2.2) Profit for the period - diluted (1.1) (2.2) There was no material impact on the statement of financial position orstatement of cash flows. 18. Share-based payments The Group's management awards share options to directors and employees, fromtime to time, on a discretionary basis. During the six months ended 30 June2013, the Group awarded 2,994,733 (six months ended 30 June 2012: 3,696,274;year ended 31 December 2012: 4,366,784) shares under the Group's shareincentive plans. 19. Commitments and contingencies Capital expenditure contracted for but not provided in the financial statementsamounts to £nil (30 June 2012: £2.5m; 31 December 2012: £1.6m). 20. Related party transactions Transactions with related parties are made at arm's length. Outstandingbalances at the end of the period are unsecured and settlement occurs in cash.There are no bad debt provisions for related party balances as at 30 June 2013(30 June 2012; £nil; 31 December 2012: £nil), and no related party transactionshave been written off during the period. Unless otherwise stated above, thereare no amounts owed by or due to related parties by the Group at 30 June 2013. The Group entered into the following transactions with related parties duringthe period: Balances Balances Balances (owed by)/ (owed by)/ (owed by)/ due to due to due to the Group at Value of the Group at Value of the Group at Value of 30 June transactions 30 June transactions 31 December transactions 2013 H1 2013 2012 H1 2012 2012 FY 2012 Related party Nature of £m £m £m £m £m £mand relationship transactions GML Exhibitions Advances 0.4 -* 0.4 0.4 0.4 0.4(Thailand) CoLimited - JointVenture Guangzhou Beauty Commission 0.2 - 0.2 - 0.2 -Fair - Joint andVenture management fees PA Group Limited Newswire - - -* (0.3) - (30.1)- Associate service * Transactions and balances (owed by)/due to the Group less than £0.1m. In January 2012, the Group and Roularta Media Group each contributed theirBelgium medical print activities to their 50:50 joint venture, ActuaMedica,resulting in a gain on disposal of £0.4m. During the period, Leaders Quest, a non-profit organisation, organised variousmanagement conferences for the Group for fees of £60,000 (30 June 2012: £nil;31 December 2012: £86,000). Lindsay Levin, wife of David Levin, Chief ExecutiveOfficer of the Group, is a partner of Leaders Quest. 21. Events after the balance sheet date There are no significant events after the balance sheet date. Statement of directors' responsibilities The directors confirm that the interim condensed consolidated financialstatements for the period ended 30 June 2013, as required by Rule 4.2.4R of theDisclosure and Transparency Rules of the United Kingdom Financial ConductAuthority (`DTR'): * have been prepared in accordance with IAS 34 as issued by the International Accounting Standards Board; and * give a true and fair view of the assets, liabilities, financial position and profit of the Group. The directors also confirm that the interim management report herein includes afair review of the information required by Rules 4.2.7R and 4.2.8R of the DTR. The directors of UBM plc are listed in the Annual Report and Accounts for theyear ended 31 December 2012 and on the UBM plc website: www.ubm.com. By order of the Board Robert Gray Chief Financial Officer 1 August 2013 Independent review report to UBM plc Introduction We have been engaged by the Company to review the condensed set of financialstatements in the half-yearly financial report for the six months ended 30 June2013 which comprises the Interim consolidated income statement, theConsolidated income statement, the Interim consolidated statement ofcomprehensive income, the Interim consolidated statement of financial position,the Interim consolidated statement of changes in equity, the Interimconsolidated statement of cash flows and the related explanatory notes 1 to 21.We have read the other information contained in the half yearly financialreport and considered whether it contains any apparent misstatements ormaterial inconsistencies with the information in the condensed set of financialstatements. This report is made solely to the company in accordance with guidance containedin International Standard on Review Engagements 2410 (UK and Ireland) "Reviewof Interim Financial Information Performed by the Independent Auditor of theEntity" issued by the Auditing Practices Board. To the fullest extent permittedby law, we do not accept or assume responsibility to anyone other than thecompany, for our work, for this report, or for the conclusions we have formed. Directors' Responsibilities The half-yearly financial report is the responsibility of, and has beenapproved by, the directors. The directors are responsible for preparing thehalf-yearly financial report in accordance with the Disclosure and TransparencyRules of the United Kingdom's Financial Conduct Authority. As disclosed in note 2, the annual financial statements of the Group areprepared in accordance with IFRSs as issued by the International AccountingStandards Board (`IASB'). The condensed set of financial statements included inthis half-yearly financial report has been prepared in accordance withInternational Accounting Standard 34, "Interim Financial Reporting", as issuedby the IASB. Our Responsibility Our responsibility is to express to the Company a conclusion on the condensedset of financial statements in the half-yearly financial report based on ourreview. Scope of Review We conducted our review in accordance with International Standard on ReviewEngagements (UK and Ireland) 2410, "Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity" issued by the AuditingPractices Board for use in the United Kingdom. A review of interim financialinformation consists of making enquiries, primarily of persons responsible forfinancial and accounting matters, and applying analytical and other reviewprocedures. A review is substantially less in scope than an audit conducted inaccordance with International Standards on Auditing (UK and Ireland) andconsequently does not enable us to obtain assurance that we would become awareof all significant matters that might be identified in an audit. Accordingly,we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us tobelieve that the condensed set of financial statements in the half-yearlyfinancial report for the six months ended 30 June 2013 is not prepared, in allmaterial respects, in accordance with International Accounting Standard 34 asissued by the IASB and the Disclosure and Transparency Rules of the UnitedKingdom's Financial Conduct Authority. Ernst & Young LLP London

1 August 2013