UBM plc results for the six months ended 30 June 2015

31 July 2015: for immediate release UBM plc results for the six months ended 30 June 2015 UBM - on track and full year outlook unchanged H1 H1 Change Change at Underlying*Financial Summary 2015 2014 % CC % Change % £m £m Revenue 456.0 361.0 26.3 18.9 -4.1 Adjusted operating profit* 98.8 87.4 13.0 4.6 IFRS operating profit 72.5 95.0 -23.7 Adjusted diluted EPS* (pence) 15.8 18.7(1) -15.5 IFRS diluted EPS (pence) 9.7 21.9(1) -55.7 Dividend per share (pence) 5.3 5.3(1) Overview * Results were in line with Board expectations and the full year outlook is unchanged * Events in China in H1 performed well and forward indicators for H2 are good * Good progress on 'Events First' strategy, especially on portfolio rationalisation and targeted acquisitions * Good Advanstar performance with integration on track and synergies ahead of plan * Group reported revenue rose 26.3% to £456.0m (H1 2014: £361.0m) reflecting the inclusion of Advanstar and foreign exchange (FX) tailwind * Group revenue, on an underlying* basis, was down 4.1% reflecting the slower growth profile of our H1 events, strategic progress with the rationalisation of Events and Other Marketing Services (OMS) and event phasing. Adjusting for rationalisation and phasing, underlying* revenue growth was 0.6% + Events revenue, on an underlying* basis and after adjusting for rationalisation and phasing, grew 3.3% + OMS revenue, on an underlying* basis and after adjusting for rationalisation, declined 8.0% + PR Newswire revenue, on an underlying* basis, declined 0.3% with robust performances in US Distribution, EMEA and Asia more than offset by a softer performance at Vintage, in particular * Adjusted operating profit rose 13.0% to £98.8m (H1 2014: £87.4m) with the benefits of Advanstar and currency partially offset by £4.6m of strategic opex and the absence of £11.0m non-recurring central gains Tim Cobbold, Chief Executive Officer, commented: "I am pleased with UBM's performance in the first half. We had good reportedgrowth reflecting the consolidation of Advanstar and a foreign exchangetailwind. Advanstar performed well, ahead of the acquisition case, with theintegration on track and synergy realisation running ahead of plan. I am alsopleased with the progress made, in the first half, on the implementation of the'Events First' strategy. "Forward indicators for the second half events, including MAGIC, those in Chinaand our large biennials, are good. The Board is confident in the outlook forthe year." IFRS results H1 2015 H1 2014 Change £m £m % Revenue 456.0 361.0 26.3 Operating profit 72.5 95.0 -23.7 Profit after tax 47.6 75.8 -37.2 Attributable profit 43.2 69.9 -38.2 Basic EPS 9.8 22.1 -55.7 Weighted av. no. of shares 442.4 316.2(1) Segmental Summary Revenue H1 2015 H1 2014 Change Change at Underlying* £m £m % CC % Change % Events 285.1 214.2 33.1 25.8 -2.6 OMS 66.7 48.5 37.5 28.8 -14.6 PR Newswire 104.2 98.3 6.0 -0.3 -0.3 Total Revenue 456.0 361.0 26.3 18.9 -4.1 Adjusted Operating Profit * Events 81.1 61.6 31.8 22.4 OMS 5.1 4.4 15.0 5.2 PR Newswire 23.8 22.4 6.2 -0.3 Net Corporate Costs (11.2) (1.0) n.m n.m Total Adjusted Operating Profit * 98.8 87.4 13.0 4.6 Adjusted Operating Profit Margin* Events 28.5% 28.8% -30bps OMS 7.6% 9.1% -150bps PR Newswire 22.8% 22.8% - Total Adjusted Operating Profit 21.7% 24.2% -250bpsMargin* Adjusted Operating Profit Marginbefore strategic opex* Events 29.4% 28.8% +60bps OMS 10.3% 9.1% +120bps PR Newswire 22.8% 22.8% - * UBM uses a range of business performance indicators. All non-IFRSmeasures are noted with a * throughout this results announcement; additionalinformation on these measures is set out on page 19 (1) Adjusted to reflect rights issue Contacts Kate Postans Head of Investor investorrelations@ubm.com Relations & Corporate communications@ubm.com +44(0) 20 7921 5023 Communications Jon Coles Brunswick Group ubm@brunswickgroup.com +44(0) 20 7404 5959Andy Rivett-CarnacCraig Breheny UBM will host a presentation at 10am at the London Stock Exchange, 10Paternoster Square, EC4M 7LS. A live webcast of the results presentation willbe made available via UBM's website. To access the webcast please go tohttp://www.ubm.com/. A recording of the webcast will also be available on demandfrom UBM's website after 4pm. Notes to Editors UBM plc is a leading global marketing services and communications company,whose primary focus is events. We help businesses do business, bringing theworld's buyers and sellers together at events, online and in print. Our 5,200staff in more than 20 countries are organised into specialist teams which servecommercial and professional communities, helping them to do business and theirmarkets to work effectively and efficiently. Running over 400 events per yearUBM is the second largest exhibitions organiser globally and the biggestcommercial organiser in the US, mainland China, India and Malaysia. For more information, go to http://www.ubm.com/; for UBM corporate news, followus on Twitter at @UBM_plc and go to http://media.ubm.com/social for more UBMsocial media options. SUMMARY STATEMENT Summary financial performance These results reflect good progress for UBM. Reported revenue in H1 2015 was£456.0m, up 26.3% (H1 2014: £361.0m) reflecting the inclusion of Advanstar andfavourable FX movements. Revenue, on an underlying basis, declined 4.1%largely reflecting the slower growth profile of our H1 events, strategicprogress with rationalisation and phasing. Adjusting for the rationalisationand phasing, underlying revenue growth was 0.6%. Adjusted operating profit for H1 2015 was 13.0% higher at £98.8m (H1 2014:£87.4m) and adjusted operating margin was 21.7% (H1 2014: 24.2%) with theinclusion of Advanstar and beneficial FX partially offset by strategic opex of£4.6m and the absence of £11.0m of 2014 non-recurring central gains. Adjustedoperating margin before corporate operations and strategic opex was up 0.6percentage points to 25.1% (H1 2014: 24.5%). The effective tax rate* for the first half was 12.7% (H1 2014: 14.5%),consistent with the expected rate for the full year. This is higher thanpreviously expected given the UK Budget in July introduced a change, underwhich UBM will no longer be able to offset historic or current year operatinglosses against controlled foreign companies (CFC) income. Free cash flow (after capital expenditure and before discretionary investment)was up to £128.5m (H1 2014: £55.1m) principally because of the inclusion of Advanstarand working capital inflows ahead of H2 weighted events. Investment in acquisitionstotalled £33.9m (net of cash acquired and including deferred consideration fromhistoric acquisitions). We also received proceeds of £1.2m (net of cash) frombusiness disposals and £4.6m of Delta Vendor Loan Note repayment. Followingthese movements and the payment of the 2014 final dividend, net debt at 30 June2015 was £519.6m, 2.5 times LTM EBITDA (2.2 times adjusted to reflect twelvemonths of Advanstar EBITDA). Cash conversion was 156.4% (H1 2014: 97.3%). Return on average capital employed* for H1 2015 was 13.7% (H1 2014: 8.8%). Thisincrease reflects six months of Advanstar trading, partially offset by theinvestment in new acquisitions which have not contributed during the period. Advanstar Advanstar performed well in the first half, in line with the Board'sexpectations and ahead of the acquisition case. Events (c.75% of Advanstarrevenue), grew by 2.9% while a 2.5% decline in OMS (both on constant currencybasis) represented a good first half performance. Excellent progress with the integration has been made; finance reporting and HRfunctions have been integrated, the programme to consolidate UBM and Advanstaroffice locations is well developed with the first two locations alreadycombined, Events operations are now managed as a single organisation across theUS, and UBM Life Sciences has been created by merging Advanstar's Life Sciencesbusiness with UBM's Medica business unit. Further steps in the integration willtake place in the second half. Synergy realisation is running ahead of plan with $10m of cost synergiesexpected in 2016, one year earlier than planned. A number of interestingrevenue synergy opportunities have been identified and are being explored. 'Events First' strategy The focus for the 'Events First' Strategy has been on implementation andexecution. When the Strategy was launched in November 2014, five key areas offocus were identified. Good progress has been made in the first six months ineach of these areas: 1) Agile Growth Following the acquisition of Advanstar, in 2014, UBM owned 118 "major" (morethan £1m revenue) annual events plus a further seven major even-year and sevenmajor odd-year biennials. Collectively the major annual events accounted for85% of annual event revenue and c.95% of annual event profit. The focus hascontinued to be on the growth and margin of this part of the portfolio: * A new standardised system for Events performance management has been developed and will be rolled out, on a show-by-show basis, over the coming months. This aims to sharpen the focus on performance at the individual event level. * The process of focusing the portfolio towards the growth and profitability of the larger events is underway. In the first half, two events (2014 revenue: £6.2m) were sold and 37 events (2014 revenue: £11.6m) were discontinued. In addition OMS activities (2014 revenue: £12.3m) were also discontinued. A set of standard criteria to aid decision-making in this area has been agreed and the process will continue into 2016. * As part of enhancing the overall Events portfolio, three events acquisitions were completed during the first six months, for a total consideration of £39.9m. The acquisition of Hospitalar makes UBM the third largest organiser in Brazil. The buyout of the eMedia joint venture results in control of CIOE, a show that has been operating in Shenzhen for more than 20 years and which strengthens the portfolio in China. Both events are "major" events. In addition the purchase of CSTPF, a digital textile printing show, provides entry to an attractive niche with growth of 25%+ pa. 2) Operational Excellence Initiatives are focusing on both cost improvement and measures to boost growth: * The sales excellence training programme, aimed at standardising sales process, skills and performance, is now accredited by The Institute of Sales and Marketing Management (ISMM) and is being rolled out across the business. To date 350 of c.890 sales people have received the first module of training. * Deployment of the value-based pricing (VBP) programme across major events continued. A "light", low cost version, of the programme has been developed for smaller events. To date 36 events have completed the VBP process. * A procurement cost reduction project has been established with good early progress. Overall cost savings of £5m have been targeted across the business and actions to realise this will be implemented during the second half and into 2016. * Direct venue and associated costs account for approximately one third of direct events costs. The contracting process is being reviewed to help ensure that the best value is delivered in this complex area. * A tighter focus on Head Office costs will save approximately £3m pa. 3) Standard Technology & Data Advanstar recently completed an implementation of standard CRM and MarketingAutomation systems. This realised tangible benefits with regard to efficiency,effectiveness and marketing cycle times. Utilising experience from theAdvanstar implementation team, a similar programme has begun in UBM and is nowin the design and benefit definition phase. This first phase will be completedby the end of 2015 with actual system implementation, on a show-by-show basis,commencing during 2016 in EMEA and the Americas. 4) Customer Insight & Innovation Progress has been made in standardising post-show surveys, customersatisfaction measures and indices, and the rollout across the business hasbegun. The focus in the second half is on developing the marketing capabilitiesto adopt a more systematic, data-driven digital approach to connecting withcustomers and attendees. To this end, a marketing excellence programme, also tobe accredited by ISMM, is being developed. It will enable better assessmentand benchmarking of the quality and performance of our marketing activities. 5) High Performance Culture Incentive structures and processes across the business are being simplified andenhanced in order to align reward more effectively with performance,particularly in sales. This is being developed alongside the sales excellenceprogramme. Strategic opex associated with the implementation of 'Events First' includesrestructuring charges, losses on disposal, and strategy and systemsimplementation costs. These costs totalled £4.6m in the first half - with£2.7m allocated to Events, £1.8m to OMS and £0.1m to corporate operations. Management In May, UBM announced Marina Wyatt's appointment as CFO, succeeding Robert Graywith effect from 2 September 2015. Marina is an experienced CFO and animportant addition to the senior management team as the strategy isimplemented. Following Ninan Chacko's decision to leave the business, Bob Gray was appointedas CEO of PR Newswire with effect from 1 August 2015. Bob's knowledge of PRNewswire, its people and strategy provide for a smooth and effectivetransition. Bob will step down from the UBM plc Board on 31 July after nearlysix years of service. Following Sally Shankland's departure, Simon Foster was appointed CEO of UBMAmericas. Simon is exceptionally well-placed to take this role. During his 25years of experience in the industry, Simon has also previously run most of theconstituent businesses in UBM Americas. Richard Kerr, UBM EMEA's CFO, has beenappointed Acting CEO of UBM EMEA. Interim dividend The Board has declared an interim dividend of 5.3 pence per share (H1 2014: 5.3pence) in accordance with its policy of paying an interim dividend equal toone-third of the prior year's final dividend. The interim dividend on ordinaryshares will be paid on 9 October 2015 to Shareholders on record on 11 September2015. Outlook The outlook for UBM for the year remains unchanged and the Board is confidentof meeting its expectations for the full year. In Events, the forward indicators, including for MAGIC, our China shows and oursignificant biennials, point to a strong second half when many of UBM's largershows take place. We continue to expect revenue from Events (includingAdvanstar) to grow at GDP+ although, as previously highlighted, the growth ratewill be moderated by the on-going rationalisation of the portfolio. The profileof larger events in the second half, together with synergies from Advanstar,are expected to result in 2015 operating margin (before strategic opex) alittle ahead of 2014. OMS revenue is currently expected to be in the range £130m to £140m (at currentexchange rates and prior to further rationalisation) with an operating margin(before strategic opex) of approximately 13%. At PR Newswire, the core distribution business is expected to continue toperform well, with growth in line with GDP. However, weakness in Vintage andCNW is likely to persist and therefore underlying revenue growth is expected tobe very modest, with operating margin maintained. OPERATING REVIEWS EVENTS H1 2015 H1 2014 Change Change at Underlying* £m £m % CC % Change(1) %Revenue Annual Events Revenue 273.4 201.8 35.5 27.8 -2.6 Biennial Events Revenue 11.7 12.4 -5.7 -5.7 5.3 Total Events Revenue 285.1 214.2 33.1 25.8 Adjusted Operating Profit* 81.1 61.6 31.8 22.4 Total Adjusted Operating Profit 28.5% 28.8% -30bpsMargin* Total Adjusted Operating Profit 29.4% 28.8% +60bpsMargin before strategic opex* (1) Biennial underlying growth computed as CAGR over prior editions Reported revenue rose 33.1% to £285.1m (H1 2014: £214.2m) reflecting theinclusion of Advanstar and beneficial currency movements. Annual Events reported revenue was up 35.5% to £273.4m (H1 2014: £201.8m). Onan underlying basis revenue declined 2.6% with growth of the H1 events offsetby event rationalisation and phasing (notably Sign China). Adjusting for theseeffects revenue would have been up 3.3% on an underlying basis, even aftertaking into account a decline at Interiors in the UK. The mix of revenueremains broadly unchanged with 77% from stand sales, 14% sponsorship and otherand 9% attendee paid. (H1 2014: 75% stand sales, 17% sponsorship and other and8% attendee paid.) Good progress was made on the Agile Growth element of our 'Events First'strategy. The most significant portfolio change has been the inclusion of theAdvanstar events which performed well, delivering 2.9% revenue growth on aconstant currency basis. Other portfolio changes made during the periodinclude the discontinuation of 17 events (which generated £6.6m of revenue inH1 2014) and disposal of one gold and one silver event which generated £4.3mrevenue in H1 2014 (FY 2014: £6.2m). The portfolio was also strengthenedthrough £39.9m of investment (including deferred consideration) in threesector-leading events. UBM hosted 20 biennial events during the first half which contributed £11.7m ofrevenue (H1 2014: 23 events, £12.4m). This was higher than the 2013 biennialrevenue on account of five more biennial events, most notably, Sea Asiabiennial which was acquired with the Seatrade acquisition. Annual Events Revenue H1 2015 H1 2014 Change Change at Underlying* £m £m % CC % Change % Emerging Markets 87.2 83.6 4.3 -1.0 -1.6 North America 143.8 65.7 118.8 100.1 -0.2 UK 26.6 32.9 -19.1 -19.2 -19.6 Continental Europe 9.5 13.8 -31.1 -28.6 3.6 RoW 6.3 5.8 8.6 15.7 14.5 Annual Events Revenue 273.4 201.8 35.5 27.8 -2.6 Emerging Markets accounted for 32.0% of H1 2015 annual Events revenue; of whichChina is 70%. These are lower proportions than H1 2014 given the introductionof Advanstar events coupled with the calendar move of Sign China from Q1 to Q3. Underlying revenue growth in Emerging Markets was down 1.6% owing to eventphasing and rationalisation. Adjusting for these effects underlying revenuegrowth was 10.3%, driven by China which was strong notwithstanding directcompetition from new events at the NECC venue. North American Events revenue fell by 0.2% on an underlying basis as it wassimilarly impacted by phasing and rationalisation. Adjusting for these effectsthe growth was 2.0%. Good growth in the Advanstar events, Game DeveloperConference, Seatrade Cruise Global and Enterprise Connect, was offset bysoftness in some of the regional medical device and manufacturing events, techand chemical events. In the UK, positive performances from IFSEC and Ecobuild were not enough tooffset event rationalisation and a significant decline in Interiors (which hadbeen incorporated into the May Design Series at Excel in London). InContinental Europe, the reported revenue fell significantly given the disposalof PGP, however underlying growth increased 3.6%. Adjusted operating profit was £81.1m (H1 2014: £61.6m) with an operating marginof 28.5% (H1 2014: 28.8%). This margin includes £2.7m of strategic opexincurred in H1 2015 as we implement 'Events First'. The annual events margin(before strategic opex) was 30.2% (H1 2014: 28.5%) while the biennial margin(before strategic opex) reduced to 10.0% (H1 2014: 34.3%) reflecting theportfolio of lower margin odd year biennials. As at 30 June 2015 forward bookings for our 2014 Top 20 events (includingAdvanstar) are up 8.8% (after adjusting for the effect of FX, phasing andinvoice timing differences). As at 30 June 2015, Events deferred revenue was £317.3m, up 26% over 31 December 2014. OTHER MARKETING SERVICES (OMS) H1 2015 H1 2014 Change Change at Underlying* £m £m % CC % Change % OMS - Online 36.9 36.5 1.0 -5.0 -18.6 OMS - Print 29.8 12.0 149.2 132.1 -9.1 Total OMS Revenue 66.7 48.5 37.5 -14.6 Adjusted Operating Profit* 5.1 4.4 15.0 Total Adjusted Operating Profit 7.6% 9.1% -150bpsMargin* Total Adjusted Operating Profit 10.3% 9.1% +120bpsMargin before strategic opex* OMS revenue rose 37.5% to £66.7m (H1 2014: £48.5m), reflecting the inclusion ofthe Advanstar and favourable exchange rate movements partially offset byrationalisation and the ongoing print declines. The underlying* OMS revenuedecline of 14.6% includes the rationalisation of £5.3m of Online activities.Adjusting for rationalisation, the underlying* revenue decline was 8.0%.Whilst Advanstar's OMS revenue fell only 2.5% on a constant currency basis, thedecline in Online reflects a decision to focus on Tech products with higherquality leads. Adjusted operating profit was £5.1m (H1 2014: £4.4m) after £1.8m of strategicopex. This represents a 7.6% margin (H1 2014: 9.1%) or 10.3% excluding thestrategic opex. PR NEWSWIRE H1 2015 H1 2014 Change Change at Underlying* £m £m % CC % Change %Revenue US Distribution 52.3 46.6 12.1 2.1 2.1 US Other 10.0 9.7 3.5 -5.6 -5.6 US Vintage 11.7 12.5 -6.6 -14.1 -14.1 CNW 13.0 14.1 -7.3 -4.5 -4.5 EMEA 10.7 10.4 3.1 8.5 8.5 Asia & LatAm 6.5 5.0 30.0 18.6 18.6 Total PR Newswire Revenue 104.2 98.3 6.0 -0.3 -0.3 Adjusted Operating Profit* 23.8 22.4 6.2 -0.3 Total Adjusted Operating Profit 22.8% 22.8% 0bpsMargin* PR Newswire's reported revenue rose 6.0% to £104.2m (H1 2014: £98.3m) given thesignificant FX tailwind. On an underlying basis revenue fell 0.3%, with goodgrowth in the core US Distribution business, Asia and EMEA, more than offset bydeclines in Vintage and CNW. US Distribution underlying revenue growth was 2.1%, notable given the subduedmacroeconomic environment in the US in the first half of the year. Thisperformance reflects some growth in text press release revenue and continuedsuccess in cross-selling of multimedia features. Earnings releases continue todecline in importance to the business, with revenue from such releasestotalling just £4.5m (4.3% of PR Newswire total revenue), down from £4.6m(4.7%) the previous year. US Other revenue fell 5.6% on an underlying basis, with growth in workflowproducts, notably good traction of the MediaVantage monitoring product, morethan offset by softness in broadcast production services. US Vintage underlying revenue was down 14.1% on lower US IPO market activity infinancial printing, exacerbated by significant reduction of activity by a keyclient. CNW revenue was down 4.5% on an underlying basis, reflecting reduced IR and PRactivity given the macroeconomic environment in Canada, together with reducedsales of MediaVantage to Canadian clients. EMEA revenue was up 8.5% on an underlying basis with solid progress acrossmultiple countries. For Asia and Latin America underlying growth was 18.6%,with wire growth in Asia, especially China, more than offsetting softness inBrazil. Adjusted Operating Profit was £23.8m (H1 2014: £22.4m) representing a 22.8%margin (H1 2014: 22.8%). CORPORATE OPERATIONS Total corporate costs for H1 2015 decreased to £11.6m (H1 2014: £12.7m). Netcorporate cost after internal cost recoveries from UBM's operating businesses,results from joint ventures and associates and sundry income which was notattributable to any reporting segment, was £11.2m (H1 2014 £1.0m). This issignificantly higher than H1 2014 net corporate cost of £1.0m which included apension settlement gain of £5.8m and gains on disposals of non-discontinuedbusinesses totalling £5.2m. Our share of post tax results from joint venturesand associates was £0.4m (H1 2014: £0.7m). FINANCIAL REVIEW The table below presents selected items from UBM's consolidated incomestatement (which accompanies this summary), together with a reconciliation toIFRS measures. IFRS Measures As adjusted(b) H1 2015 H1 2014 Change H1 2015 H1 2014 Change £m £m % £m £m % Revenue 456.0 361.0 26.3% 456.0 361.0 26.3% Operating expenses (excluding (a) (350.3) (275.6) (350.3) (275.6)line items below) Other operating income 3.9 8.1 3.9 8.1 Share of tax on profit in JV & (0.1) (0.2) (b) (b)associates (a) Exceptional operating items (a) (3.1) 20.9 (b) (b) Impairment charges (a) (4.2) (1.1) (b) (b) EBITDA 109.6 93.5 17.2% Depreciation (a) (10.8) (6.1) (10.8) (6.1) EBITA 98.8 87.4 13.0% Amortisation - intangible assets (18.9) (12.0) (b) (b)arising on acquisition (a) Operating profit 72.5 95.0 98.8 87.4 13.0% Net interest expense (12.4) (10.6) (12.4) (10.6) Exceptional finance expense (0.4) (2.6) (b) (b) Exceptional finance income - - (b) - Financing expense - pension (0.9) (0.3) (0.9) (0.3)schemes Financing income/expense - other (0.4) 1.0 (b) (b) PBT 58.4 82.5 -29.2% 85.5 76.5 11.8% Taxation (10.8) (6.7) (10.9) (11.1) Profit for the period 47.6 75.8 -37.2% 74.6 65.4 14.1% Non-controlling interests (4.4) (5.9) (4.4) (5.9) Attributable profit 43.2 69.9 nm 70.2 59.5 17.9% Weighted average no. of shares 442.4 316.2 442.4 316.2(million) Fully diluted weighted average no. 445.8 319.6 445.8 319.6of share (million) Earnings per share (pence) Basic 9.8 22.1 -55.7% 15.9 18.9 -15.9% Diluted 9.7 21.9 -55.7% 15.8 18.7 -15.5% Dividend per share (pence)* 5.3 5.3 0% 5.3 5.3 0% (a) Expenses not included within operating expenses figure (b) All non-IFRS measures and business performance measures have beendesignated with a * and additional information on these measures has beenprovided on page 19 EXCEPTIONAL OPERATING ITEMS Acquisition exceptional items Acquisition costs of £1.0m (2014: £0.4m) have been expensed as exceptionalitems. The charge includes costs in relation to the acquisition of Hospitalarand additional costs in relation to Advanstar. An exceptional charge of £0.3m(2014: £0.6m) was recognised relating to revised contingent considerationestimates for prior year acquisitions. Impairment charges We have reviewed the carrying value of goodwill and intangible assets andinvestments in JV and Associates in light of current trading conditions, the'Events First' strategy and future outlook. As a result of this review, wehave recognised an impairment of £4.2m in respect of our existing investment inthe eMedia Joint Venture based on the acquisition value. In the prior period,we recognised an impairment charge of £1.1m, in respect of two small jointventures in Asia. Acquisition Integration costs Exceptional costs in relation to the integration of the Advanstar businesstotalling £1.8m have been incurred during the period in respect of the earlyintegration stages mainly relating to property consolidations in the UK and US. Associate gain In the prior period the PA Group, the parent company of the Press Association,sold its weather forecasting business, MeteoGroup in January 2014. We reportour 17% interest in PA Group as an associate and recognised our share of theMeteoGroup gain (£21.9m) as an exceptional gain from associates. STRATEGIC OPEX The Group incurred £4.6m of costs associated with the implementation of the'Events First' strategy such as restructuring charges, losses on disposal, andstrategy and systems implementation costs. Of this strategic opex - £2.7m wasallocated to Events, £1.8m to OMS and £0.1m to corporate operations. Thisstrategic opex is not being taken as exceptional. FOREIGN CURRENCY We do not generally hedge the income statement currency exposure, although wedo issue debt in certain of our trading currencies (principally the US Dollarand the Canadian Dollar). This debt is designated as a hedge against balancesheet exposure and interest expense provides a modest hedge against operatingearnings generated in those currencies. The following table outlines thecurrency profile of our revenue and adjusted operating profits for H1 2015: Adjusted Average exchange rate operating Revenue % profit* % 2015 2014 US Dollar 58.4 69.7 1.5272 1.6736 Hong Kong Dollar 8.2 7.8 11.8405 12.9793 Euro 5.3 4.7 1.3777 1.2221 Renminbi 7.9 8.5 9.4820 10.3386 UK Pound Sterling 8.9 2.9 1.000 1.000 Canadian Dollar 2.9 3.7 1.8956 1.8404 Japanese Yen 1.8 1.9 183.3848 171.5595 Indian Rupee 0.7 - 95.6651 101.5465 Brazilian Real 0.7 0.5 4.5437 3.8226 Other 5.2 0.3 - - Total 100.0 100.0 Our income statement exposure to foreign exchange risk is shown for our mostimportant foreign currency exposures in the sensitivity analysis below, basedon 2015 operations: Effect on Average Currency value Effect on adjusted exchange rises/ falls revenue operating rate in 2015 by +/- £m profit* +/- £m US dollar 1.5272 1 cent 2.0 0.6 Euro 1.3777 1 cent 0.1 0.0 The Group closely monitors its exposure to foreign currencies, and seeks tomatch revenue and costs when possible. The revolving credit facility may bedrawn in currencies other than Pound Sterling. We also hold cash and cashequivalents in Pounds Sterling, the Renminbi and US Dollar and other currenciesclosely linked to the US Dollar. Given our large and diverse customer base,there are no significant concentrations of credit risk. INTEREST AND FINANCING EXPENSE Net interest expense represents interest on UBM's bonds and bank loans, net ofinterest receipts on cash holdings and vendor loan notes. Net interest expensein H1 2015 was £12.4m, compared with £10.6m in H1 2014. The increase was due tohigher borrowing as a result of the Advanstar acquisition and reduced interestincome from the Delta Vendor Loan note following repayments received. Financingexpense includes an IAS 19 pension interest charge of £0.9m (2014: £0.3m). Net financing income - other includes a net gain of £0.1m (2014: net gain £1.0m) in respect of ineffective fair value hedges and net investment hedges anda loss of £0.5m in respect of unamortised arrangement fees following therefinancing of the £300m syndicated bank facility. TAX Current tax UBM's effective tax rate* for the period was 12.7% (H1 2014: 14.5%). Movementsin our tax creditor balance during 2015 were as follows: £m Current tax liability at 1 January 42.12015 Current tax charge 12.3 Tax paid (8.1) Current tax liability at 30 June 2015 46.3 Overall our current tax liability increased from £42.1m as at 31 December 2014to £46.3m as at 30 June 2015. The tax creditor includes provisions for taxsettlements in various jurisdictions in which UBM operates. We have necessarilymade judgments as to the outcome of tax matters not concluded. This creditorhas been consistently classified as a short term liability in accordance withour accounting policy. The total cash paid in the period in respect of income taxes was £8.1m. Tax hasbeen paid in the following jurisdictions: £m Netherlands 2.3 China 1.8 Japan 1.1 Canada 1.0 US 0.6 Other emerging markets 0.8 Other 0.5 Total 8.1 CAPITAL STRUCTURE 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. On 22 April 2015, we signed a new five year £400m syndicated Revolving CreditFacility with our core relationship banks, replacing the existing £300msyndicated bank loan facility which was due to expire in May 2016 and paid downthe $100m bridge facility put in place for the Advanstar acquisition. Our other debt facilities include £250m of 6.5% Sterling bonds maturingNovember 2016 and $350m of 5.75% US Dollar bonds maturing November 2020. At 30June 2015, UBM had drawn £159.5m under the syndicated bank facility and allconditions precedent were met, leaving the unutilised commitment of £240.5mavailable. £m Facility Drawn Undrawn Maturity Margin % Fair value hedges Syndicated bank 400.0 159.5 240.5 Apr-20 LIBOR +facility 0.6 £250m fixed rate 250.0 250.0 - Nov-16 6.5% fixed Floating rate swap forsterling bond £150m US$ LIBOR + 3.14% $350m fixed rate 222.6 222.6 - Nov-20 5.75% Floating rate swap fordollar bond fixed $100m US$ LIBOR + 2.63% Total 872.6 632.1 240.5 The Group maintains a strong liquidity position. In addition to the unutilisedcommitment of £240.5m, we had cash on hand of £114.3m at 30 June 2015. The Group's treasury policy does not allow significant exposures tocounterparties that are rated less than A by Standard & Poor's, Moody's orFitch and we consistently monitor the concentration of risk. Capital management Our policy is to maintain prudent debt capital ratios to ensure continuingaccess to capital on attractive terms and conditions. To support our 'EventsFirst' strategy, UBM intends to target a leverage ratio of between 1.5-2.0times Net Debt / EBITDA, which is consistent with investment grade metrics,will provide flexibility for biennial cycles, and will provide capacity toinvest in the business. The Company will not seek to immediately move into thetarget range but will do so gradually within 12-18 months. UBM's consolidated net debt at 30 June 2015 stood at £519.6m, down from £538.0mat the end of 2014 due to the cash generated in the period and furtherinvestment in acquisitions. During the period, cash generated from operationsincreased to £162.6m (H1 2014: £83.5m). The business also received cashproceeds from the repayments on the Delta Vendor Loan Note of £4.6m, dividendsfrom Joint Ventures and Associates of £3.4m and net proceeds from smalldisposals of £1.2m. We paid cash of £33.9m on three acquisitions, earn-outpayments in relation to acquisitions made in prior years and increases instakes in subsidiaries (net of cash acquired). Dividends to shareholders(excluding dividends paid to non-controlling interests) totalled £70.8m. The ratio of net debt to earnings before interest, taxation, depreciation andamortisation was 2.5 times. If the earnings before interest, taxation,depreciation and amortisation of Advanstar were included for the last twelvemonths, the ratio of net debt would be 2.2 times: 30 June 31 Dec 30 June£m 2015 2014 2014 £m £m £m Financial liabilities 645.6 626.3 562.4 Financial assets (126.0) (88.3) (110.3) Net debt(1) 519.6 538.0 452.1 Adjusted earnings before interest, taxation, 208.1 192.0 206.3depreciation and amortisation(1) Net debt to EBITDA ratio(1) 2.5 times 2.8 times 2.2 times (1) Includes fair value adjustments We target investment grade ratings from each of Moody's and Standard & Poor's.In assessing the leverage ratios of net debt to adjusted earnings beforeinterest, taxation, depreciation and amortisation, both Moody's and Standard &Poor's take account of a number of other factors, including future operatinglease obligations and pension deficit. Pensions UBM operates a number of defined benefit and defined contribution schemes,based primarily in the UK. At 30 June 2015, the aggregate deficit under IAS 19was £38.6m, a decrease of £14.6m compared to the deficit of £53.2m at 31December 2014, due to changes in actuarial assumptions and reduced assetreturns. CASH FLOW Cash generated from operations was £162.6m (2014: £83.5m). Cash conversion* of156.4% of adjusted operating profit* (H1 2014: 97.3%) reflects significantworking capital swing, given the weighting of H2 events, and £14.2m change innon-cash movements. Free cash flow* prior to cash invested in acquisitions was£128.5m (H1 2014: £55.1m). A reconciliation of net cash inflow from operatingactivities to free cash flow is shown below: £m H1 2015 FY 2014 H1 2014 Adjusted cash generated from operating 172.2 195.8 90.8activities Restructuring payments (4.1) (11.6) (5.5) Other adjustments (5.5) (14.4) (1.8) Cash generated from operations (IFRS) 162.6 169.8 83.5 Dividends from JVs and associates 3.4 10.9 - Net interest paid (10.4) (21.5) (7.8) Taxation paid (8.1) (23.6) (9.9) Capital expenditure and investment in (19.0) (50.2) (10.7)intangibles Free cash flow 128.5 85.4 55.1 Acquisitions (33.9) (649.8) (18.3) Proceeds from disposals 1.2 4.0 4.0 Repayment of Loan Notes 4.6 16.1 - Advances to JVs, associates and minority 0.2 0.3 0.3partners Free cash flow after investments 100.6 (544.0) 41.1 Net share issues 0.7 545.3 0.4 Dividends (75.5) (76.6) (52.7) Purchase of ESOP shares (6.2) (2.8) (2.1) Other (1) (1.2) (16.5) 4.6 Movement in net debt 18.4 (94.7) (8.7) Net debt as at 31 December (519.6) (538.0) (452.1) Net debt/EBITDA as at 31 December 2.5 2.8 2.2(times) (1) Includes FV adjustments Capital expenditure Capital expenditure for the period was £19.0m (H1 2014: £10.7m) reflectinginvestment in the final stages of CORE and further expenditure on the newLondon office in addition to a higher level of ongoing investment given theinclusion of Advanstar. We continued to invest in the implementation of CORE with the go-live for theAsia business in January and April. Total capitalised costs of the programmeat 30 June 2015 was £43.7m whilst £2.6m was amortised during the period. Cash Conversion Cash conversion is calculated as follows: £m Jun-15 Dec-14 Jun-14 Adjusted operating profit 98.8 179.8 87.4 Depreciation 10.8 10.7 6.1 Capital expenditure (8.3) (31.2) (3.6) Intangible expenditure, including CORE (10.7) (19.0) (7.1) Movement in working capital (adjusted for 56.3 (8.6) 13.4non-operating movements) Associates and JVs pre tax (0.7) (2.6) (0.7) Dividends from associates and JVs 3.4 0.7 - Non cash movements 3.7 (9.0) (10.5) Proceeds from disposals 1.2 4.0 154.5 124.8 85.0 Cash conversion 156.4% 70.2% 97.3% Acquisitions and disposals We invested £32.3m in the acquisition of two events businesses during theperiod: Hospitalar and CSPTF. These acquisitions are closely aligned to ourstrategic priorities and provide us with exposure to attractive communities andgeographies. We also made payments in respect of contingent and deferredconsideration relating to acquisitions made in prior years totalling £2.2m. We also invested £7.6m in the purchase of our joint venture partner's share ineMedia. The results of this business will be consolidated from 1 July 2015. The 2015 acquisitions have contributed £0.2m since their respective acquisitiondates and are expected to achieve a pre-tax return of 16.1% on a proforma basisfor the full year. The following table shows the performance of our acquisitions since 2013relative to our target pre-tax cost of capital threshold of 10%: Consideration (1) Return on Investment 2013 2014 2015 (2) £m 2013 acquisitions 14.0 13.5% 6.0% 6.9% 2014 acquisitions 643.8 7.8% 10.1% 2015 acquisitions 31.7 16.1% 689.5 10.3% (1) Net of cash acquired and includes the latest estimate of expected contingentconsideration. (2) 2015 Return on investment calculated on a full year pro forma basis. We generated £1.2m in net cash proceeds from the sale of two small events andtwo investments in line with our strategy. The loss on disposal of £1.4m hasbeen reported in the Events segment. RETURN ON AVERAGE CAPITAL EMPLOYED The return on average capital employed (ROACE)* for six months to 30 June 2015was 13.7% (H1 2014: 8.8%). This increase compared to 2014 ROACE reflectsinclusion of six months of Advanstar trading partially offset by additionalspend on acquisitions without earnings contribution during the period.Excluding Advanstar and the rights issue impact ROACE would be 19.4%. Thedecline from 2013 reflects the Advanstar acquisition. The table below showsour performance over time: £m 2011 2012 2013 2014 2015 Operating profit before exceptional 163.7 165.5 164.1 159.8 164.4items (£m) Average capital employed (£m) 1,124.1 1,074.4 928.1 1,204.2 1,197.3 Return on average capital employed 14.6 15.4% 17.7% 13.3% 13.7%(ROACE) (%) RIGHTS ISSUE The issuance of 197m new ordinary shares on 12 December 2014 resulted in aweighted average number of shares for the period to June 2015 of 442.4m (H12014: 316.2m) and the diluted number of shares of 445.8m (H1 2014: 319.6m).The comparative 2014 number of shares has been adjusted to reflect the bonuselement of the rights issue (calculated as 1.288). DIVIDENDS Our progressive dividend policy, targeting two times cover through economic andbiennial cycles, remains unchanged. The 2014 interim dividend per share hasbeen restated for the impact of the bonus element of the rights issue(calculated as 1.288). In line with this policy, the Board has recommended aninterim dividend of 5.3p (2014: 5.3p). RELATED PARTY TRANSACTIONS Details of related party transactions in the six months ended 30 June 2015 aredisclosed in Note 19 of the Interim Financial Report. GOING CONCERN We expect to continue to generate significant free cash flow in H2 2015 becauseof our business model and believe that our cash on hand, cash from operationsand available credit facilities will be sufficient to fund our cash dividends,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 Directorshave had due regard to the following: * After taking account of available cash resources and committed bank facilities, none of UBM's borrowings fall due within the next 12 months. * 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 BOARD OF DIRECTORS CHANGES The Directors who held office during the six months ended 30 June 2015 are thesame as those disclosed in the Annual Report and Accounts for the year ended 31December 2014. As previously announced, Robert A Gray resigns from his role asCFO and steps down from the UBM plc Board on 31 July 2015 when he will take uphis position as CEO of PR Newswire. On 2 September 2015 Marina Wyatt will jointhe Board as CFO. SUMMARY OF MAJOR RISKS * Macro-economic slowdown and/or exchange rate fluctuations + A slowdown in the macro-environment 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. + Foreign exchange rate fluctuations could adversely affect our reported earnings and the strength of our balance sheet. * Advanstar integration + Integration issues or failure to realise operating benefits or synergies may impact the expected returns from the acquisition. * Specific country risk and emerging market exposure + Our business operates in many geographies, particularly Emerging Markets, which may present logistical and management challenges due to different business cultures, languages, anti-bribery laws, health and safety standards or unfavourable changes in applicable law or compliance requirements. + Expansion through joint ventures reduces logistical and management issues but can create governance challenges or affect our ability to extract rewards from our investment. * Inability to stage an event or inability of customers to travel to an event + A disaster or natural catastrophe, terrorism, political instability or disease could affect people's willingness to attend our events, which could have an adverse effect on our revenue. + Similarly the business model relies on the availability of venues for hosting events. Additional venue capacity, for example in Shanghai, is introducing competition as well as enhancing opportunities for growth. * Changes in our business environment + We cannot predict all the changes which may affect the competitiveness of the business, such as changes in customer behaviour or technological innovations which would increase competition or make some products or services less relevant. Social media platforms, search engines and other online technologies could all pose a competitive threat to our businesses. + Similarly, additional venue capacity could introduce competition as well as enhance opportunities for growth. * Technological risk: execution and cyber security + As part of the strategy, UBM will be investing in the technology platforms of the business. Failure to deliver these projects effectively could lead to increased costs, delays or erosion of UBM's competitive position. + System failure could have a significant impact on our business. Unauthorised access to our systems by external parties could lead to reputational damage and legal action. The collapse of the Cloud on which various products and systems are hosted could have negative consequences for our reputation. * Access to capital + Although the rights issue improved our balance sheet flexibility, changes in the availability or cost of financing may affect our acquisition strategy. Explanation of non-IFRS measures Financial Measure How we define it Why we use it Underlying revenue and Underlying measures are Underlying growth ratesunderlying operating adjusted for the effects provide insight into theprofit of acquisitions, organic growth of the disposals, foreign business. exchange movements and biennial events. Adjusted operating profit Operating profit excluding Provides insight into amortisation of intangible ongoing profit generation, assets arising on individually and relative acquisitions, exceptional to other companies. items and share of taxation on joint ventures and associates. Margin Adjusted operating profit expressed as a percentage of revenue. EBITDA Earnings before interest, Measure of earnings and tax, depreciation, cash generative capacity. amortisation and exceptional items Adjusted profit before Profit before tax before Facilitates performancetax amortisation of intangible evaluation, individually assets on acquisitions, and relative to other exceptional items, share companies. of taxation on profit from joint ventures and associates and net financing expense adjustments. Adjusted EPS Adjusted basic EPS includes share of taxation on profit from joint ventures and associates but excludes movements on deferred tax balances recognised as a consequence of acquisition intangibles. Adjusted diluted EPS includes the impact of share options. Net debt Net debt is current and Measure of indebtedness - non-current borrowings and includes benefit of derivatives associated current cash available to with debt instruments, pay down debt less cash and cash equivalents. Net debt to EBITDA Net debt divided by Commonly used measure of EBITDA. financial leverage.Net debt to LTM EBITDA Includes an annualised EBITDA figure for interim reporting. Discretionary free cash Net cash provided by Measure of cash availableflow operating activities after to repay debt, pay meeting obligations for dividends and invest in interest, tax and capital acquisitions after capital expenditures. expenditure. Adjusted operating cash Adjusted to exclude Provides an understandingflow non-operating movements in of our operating cash working-capital, such as flows. expenditure against reorganisation and restructuring provisions. Cash conversion Cash conversion is the ratio of adjusted cash generated from operations to adjusted operating profit. Pre-tax return on Attributable adjusted To assess returns oninvestment operating profit divided acquisitions relative to by the cost of our target pre-tax cost of acquisitions. Calculated capital threshold of 10%. on a pro forma basis, as 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 our capital divided by average capital investment. employed. Average capital employed is the average of opening and closing total assets less current liabilities. 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 recognised as a consequence of acquisition intangibles. Interim consolidated income statement for the six months ended 30 June 2015 Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total 30 June 30 June 30 June 30 June 30 June 30 June 2015 2015 2015 2014 2014 2014 Unaudited Unaudited Notes £m £m £m £m £m £m Continuing operations 4 Revenue 456.0 - 456.0 361.0 - 361.0 5 Other operating income 3.9 - 3.9 8.1 - 8.1 Operating expenses (361.8) - (361.8) (282.4) - (282.4) 6 Exceptional operating items - (7.3) (7.3) - (1.0) (1.0) Amortisation of intangible assets (18.9) - (18.9) (12.0) - (12.0) arising on acquisitions Share of results from joint ventures and associates (after 0.6 - 0.6 0.5 20.8 21.3 tax) Group operating profit 79.8 (7.3) 72.5 75.2 19.8 95.0 7 Financing income 1.8 - 1.8 3.8 - 3.8 7 Financing expense (15.5) (0.4) (15.9) (13.7) (2.6) (16.3) Net financing expense (13.7) (0.4) (14.1) (9.9) (2.6) (12.5) Profit before tax 66.1 (7.7) 58.4 65.3 17.2 82.5 Tax (10.4) (0.4) (10.8) (6.7) - (6.7) Profit for the period 55.7 (8.1) 47.6 58.6 17.2 75.8 Attributable to: Owners of the parent entity 43.2 69.9 Non-controlling interests 4.4 5.9 47.6 75.8 Earnings per share (pence) 8 Profit for the period - basic(1) 9.8p 22.1p 8 Profit for the period - diluted(1) 9.7p 21.9p £m £m Group operating profit 72.5 95.0 6 Exceptional operating items 7.3 (19.8) Amortisation of intangible assets 18.9 12.0 arising on acquisitions Share of tax on profit in joint 0.1 0.2 ventures and associates 4 Adjusted Group operating profit(2) 98.8 87.4 £m £m Dividends 9 Final dividend of 16.0p (2014: 70.8 50.3 20.5p) 9 Proposed interim dividend of 5.3p 23.5 16.7 (2014: 5.3p)(1) (1) 30 June 2014 restated to reflect the bonus element of the rights issue (Note 2) (2) 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 2014 Before exceptional Exceptional Total items items 31 31 December 31 December December 2014 2014 2014 Audited £m £m £m Continuing operations 4 Revenue 746.3 - 746.3 5 Other operating income 12.5 - 12.5 Operating expenses (581.6) - (581.6) 6 Exceptional operating items - (12.1) (12.1) Amortisation of intangible assets arising on (19.4) - (19.4) acquisitions Share of results from joint ventures and 2.0 21.9 23.9 associates (after tax) Group operating profit 159.8 9.8 169.6 7 Financing income 6.5 - 6.5 7 Financing expense (28.3) (2.6) (30.9) Net financing expense (21.8) (2.6) (24.4) Profit before tax 138.0 7.2 145.2 Tax (15.0) 29.9 14.9 Profit for the year 123.0 37.1 160.1 Attributable to: Owners of the parent entity 150.2 Non-controlling interests 9.9 160.1 Earnings per share (pence) 8 Profit for the year - basic 46.4p 8 Profit for the year - diluted 46.0p £m Group operating profit 169.6 6 Exceptional operating items (9.8) Amortisation of intangible assets arising on 19.4 acquisitions Share of tax on profit in joint ventures and 0.6 associates 4 Adjusted Group operating profit2 179.8 £m Dividends 9 Interim dividend of 5.3p 16.7 9 Proposed final dividend of 16.0p 70.8 (2) 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 2015 Six Six Year months months endedNotes ended ended 31 30 June 30 June December 2015 2014 2014 Unaudited Unaudited Audited £m £m £m Profit for the period 47.6 75.8 160.1 Other comprehensive (loss)/income Other comprehensive income to be reclassified to profit or loss in subsequent periods 14 Currency translation differences on foreign (13.6) (21.7) 30.3 operations - Group 14 Net investment hedge 5.6 8.5 (18.8) Currency translation differences on foreign operations - joint ventures and (0.3) - 0.6 associates Reclassification adjustment for foreign (2.0) - - operations in the period Income tax relating to components of other - - - comprehensive income (10.3) (13.2) 12.1 Other comprehensive income not to be reclassified to profit or loss in subsequent periods Remeasurement of defined benefit obligation 14.1 (4.4) (34.5) Irrecoverable element of pension surplus - (0.2) (0.3) Remeasurement of defined benefit obligation of (0.3) (0.4) (0.8) associates Income tax relating to components of other - - - comprehensive income 13.8 (5.0) (35.6) Other comprehensive income/(loss) for the period, 3.5 (18.2) (23.5) net of tax Total comprehensive income for the period, net of 51.1 57.6 136.6 tax Attributable to: Owners of the parent entity 48.5 52.1 125.2 Non-controlling interests 2.6 5.5 11.4 51.1 57.6 136.6 Interim consolidated statement of financial position at 30 June 2015 31 30 June 30 June DecemberNotes 2015 2014 2014 Unaudited Unaudited Restated £m £m £m Assets Non-current assets Goodwill 1,234.5 766.9 1,203.1 10 Intangible assets 373.2 107.7 391.1 10 Property, plant and equipment 54.6 20.5 49.8 Investments in joint ventures and associates 21.0 44.6 35.4 Other fixed asset investments - 1.7 1.7 Vendor loan note 27.6 39.7 31.6 Derivative financial assets 11.8 14.8 14.0 17 Retirement benefit surplus 4.3 4.0 4.3 Deferred tax asset 4.8 5.4 3.3 1,731.8 1,005.3 1,734.3 Current assets Trade and other receivables 277.9 234.6 269.5 11 Cash and cash equivalents 114.3 95.6 74.4 Assets classified as held for sale - 0.9 0.9 392.2 331.1 344.8 Total assets 2,124.0 1,336.4 2,079.1 Liabilities Current liabilities Current tax liabilities 46.3 47.5 42.1 Trade and other payables 530.4 392.6 464.3 Provisions 7.0 12.3 8.9 11 Borrowings 1.2 14.4 1.3 Derivative financial liabilities 8.0 5.7 4.1 Liabilities associated with assets classified as - 0.4 0.4 held for sale 592.9 472.9 521.1 Non-current liabilities Deferred tax liabilities 3.9 17.7 4.4 Trade and other payables 1.3 0.8 2.4 Provisions 9.0 10.6 9.3 11 Borrowings 639.4 548.1 619.1 Derivative financial liabilities 12.4 12.7 18.5 17 Retirement benefit obligation 42.9 27.5 57.5 708.9 617.4 711.2 Total liabilities 1,301.8 1,090.3 1,232.3 Equity attributable to owners of the parent entity 13 Share capital 44.3 24.6 44.3 Share premium 534.2 8.3 533.5 14 Other reserves (649.8) (663.0) (640.1) Retained earnings 883.8 865.8 900.0 Put options over non-controlling interests (17.5) (19.4) (17.5) Total equity attributable to owners of the 795.0 216.3 820.2 parent entity Non-controlling interests 27.2 29.8 26.6 Total equity 822.2 246.1 846.8 Total equity and liabilities 2,124.0 1,336.4 2,079.1 Interim consolidated statement of changes in equity for the six months ended 30 June 2015 Total Put equity options attributableNotes 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 2015 44.3 533.5 (640.1) 900.0 (17.5) 820.2 26.6 846.8 Profit for the period - - - 43.2 - 43.2 4.4 47.6 Other comprehensive - - (8.5) 13.8 - 5.3 (1.8) 3.5 (loss)/income Total comprehensive (loss)/income for the - - (8.5) 57.0 - 48.5 2.6 51.1 period 9 Equity dividends - - - (70.8) - (70.8) - (70.8) Non-controlling interest - - - - - - (4.7) (4.7) dividends Non-controlling interest recognised on business - - - - - - 3.0 3.0 combinations Acquisition of - - - 0.3 - 0.3 (0.3) - non-controlling interests Issued in respect of share option schemes and - 0.7 - - - 0.7 - 0.7 other entitlements Share-based payments - - - 2.3 - 2.3 - 2.3 14 Shares awarded by ESOP - - 14.6 (14.6) - - - - 14 Own shares purchased by - - (15.8) 9.6 - (6.2) - (6.2) the Company At 30 June 2015 44.3 534.2 (649.8) 883.8 (17.5) 795.0 27.2 822.2 (unaudited) At 1 January 2014 24.6 7.9 (652.1) 854.7 (19.4) 215.7 26.7 242.4 Profit for the period - - - 69.9 - 69.9 5.9 75.8 Other comprehensive - - (12.8) (5.0) - (17.8) (0.4) (18.2) (loss)/income Total comprehensive (loss)/income for the - - (12.8) 64.9 - 52.1 5.5 57.6 period 9 Equity dividends - - - (50.3) - (50.3) - (50.3) Non-controlling interest - - - - - - (2.4) (2.4) dividends Issued in respect of share option schemes and - 0.4 - - - 0.4 - 0.4 other entitlements Share-based payments - - - 0.5 - 0.5 - 0.5 14 Shares awarded by ESOP - - 6.8 (6.8) - - - - 14 Own shares purchased by - - (4.9) 2.8 - (2.1) - (2.1) the Company At 30 June 2014 24.6 8.3 (663.0) 865.8 (19.4) 216.3 29.8 246.1 (unaudited) At 1 January 2014 24.6 7.9 (652.1) 854.7 (19.4) 215.7 26.7 242.4 Profit for the year - - - 150.2 - 150.2 9.9 160.1 Other comprehensive - - 10.6 (35.6) - (25.0) 1.5 (23.5) income/(loss) Total comprehensive - - 10.6 114.6 - 125.2 11.4 136.6 income for the year 9 Equity dividends - - - (67.0) - (67.0) - (67.0) Non-controlling interest - - - - - - (9.6) (9.6) dividends Non-controlling interest arising on business - - - - - - - - combinations Acquisition of - - - - 1.9 1.9 (1.9) - non-controlling interests Issued in respect of share option schemes and - 0.7 - - - 0.7 - 0.7 other entitlements Share-based payments - - - 1.9 - 1.9 - 1.9 14 Shares awarded by ESOP - - 8.2 (8.2) - - - - 14 Issued in respect of 19.7 524.9 - - - 544.6 - 544.6 rights issue 14 Own shares purchased by - - (6.8) 4.0 - (2.8) - (2.8) the Company At 31 December 2014 44.3 533.5 (640.1) 900.0 (17.5) 820.2 26.6 846.8 Interim consolidated statement of cash flows for the six months ended 30 June 2015 Six Six Year months months endedNotes ended ended 31 30 June 30 June December 2015 2014 2014 Unaudited Unaudited Audited £m £m £m Cash flows from operating activities Reconciliation of profit to operating cash flows Profit for the period 47.6 75.8 160.1 Add back: Exceptional items (excluding fair value 7.0 (17.8) 1.9 adjustments below) Fair value adjustments of contingent 0.3 0.6 1.3 consideration Tax 10.8 6.7 (14.9) Amortisation of intangible assets 18.9 12.0 19.4 Amortisation of website development costs 5.7 2.6 5.7 Depreciation 5.1 3.5 6.5 Share of results from joint ventures and (0.6) (0.5) (2.0) associates (after tax) 7 Financing income (1.8) (3.8) (6.5) 7 Financing expense 15.9 13.7 30.9 Other non-cash items 3.7 (10.5) (9.0) 112.6 82.3 193.4 Payments against provisions (4.2) (5.5) (11.6) Pension deficit contributions (2.1) (1.8) (3.5) Decrease in inventories - 0.3 0.4 (Increase) in trade and other receivables (11.6) (34.8) (25.2) Increase in trade and other payables 67.9 43.0 16.3 Cash generated from operations 162.6 83.5 169.8 Interest and finance income received 0.9 0.7 2.9 Interest and finance costs paid (11.3) (8.5) (24.4) Tax paid (8.1) (9.9) (23.6) Dividends received from joint ventures and 3.4 - 10.9 associates Net cash flows from operating activities 147.5 65.8 135.6 Cash flows from investing activities 15 Acquisition of interests in subsidiaries, net of (33.9) (18.3) (648.4) cash acquired 16 Proceeds from sale of businesses, net of cash 1.2 4.0 4.0 disposed Proceeds from repayment of vendor loan note 4.6 - 16.1 Purchase of property, plant and equipment (8.4) (3.6) (31.1) Expenditure on intangible assets (10.6) (7.1) (19.1) Advances to joint ventures and associates 0.2 0.3 0.3 Net cash flows from investing activities (46.9) (24.7) (678.2) Cash flows from financing activities Proceeds from the issuance of ordinary share 0.7 0.4 545.3 capital Acquisition of non-controlling interests - - (1.4) 9 Dividends paid to shareholders (70.8) (50.3) (67.0) Dividends paid to non-controlling interests (4.7) (2.4) (9.6) Net movement in ESOP shares (6.2) (2.1) (2.8) 11 Proceeds from long term borrowings 199.6 24.8 74.8 11 Repayment of long term borrowings (175.8) - - Net cash flows from financing activities (57.2) (29.6) 539.3 Net increase/(decrease) in cash and cash 43.4 11.5 (3.3) equivalents Net foreign exchange difference (3.4) (4.3) 2.4 Cash and cash equivalents at beginning of period 73.1 74.0 74.0 Cash and cash equivalents at end of period 113.1 81.2 73.1 (including bank overdraft) Notes to the interim consolidated financial statements for the six months ended 30 June 2015 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 2015 were authorised for issue by the Board ofdirectors on 30 July 2015. 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 2015 have been prepared in accordance with IAS 34 'Interimfinancial reporting' and the Disclosure and Transparency Rules of the FinancialConduct 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 2014, were approved by the directors on 26 February 2015and have 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 consolidatedfinancial statements should be read in conjunction with the Annual Report andAccounts for the year ended 31 December 2014, which were prepared in accordancewith International Financial Reporting Standards (IFRSs) as issued by theInternational Accounting Standards Board (IASB). Comparative information On 6 November 2014, the Group announced a fully underwritten 4 for 5 rightsissue of 196,734,453 new shares at 287 pence per new share for shareholders onthe London Stock Exchange. As a result, Earnings per share and Dividend pershare for the six months ended 30 June 2014 has been restated to reflect thebonus element. The comparative information for the year ended 31 December 2014 has beenrestated for acquisition accounting adjustments in relation to the Advanstaracquisition in accordance with IFRS 3 'Business Combinations' (2008). Theconsolidated statement of financial position as at 31 December 2014 has beenrestated for fair value adjustments to the net assets acquired with Advanstar.The valuation represents updated preliminary values as at 30 June 2015. Pleaserefer to Note 15 for details. 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 2015. 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 2015 areconsistent with those used in the preparation of the Group's Annual Report andAccounts for the year ended 31 December 2014. 4. Segment information Operating segments The Group considers that operating segments presented on a products andservices basis are the most appropriate way to present the performance of theGroup. 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), and reflects the way in which resourcesare allocated. The segment results do not include amounts for discontinued operations. TheCODM considers there to be four operating segments: * Events which provide face to face interaction in the form of exhibitions, trade shows, conferences and other live events; * Marketing Services - Online which provide website sponsorships and banner advertising as well as online directory and data products; * Marketing Services - Print which publishes magazines and trade press to specialist markets; and * 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 and Marketing Services - Print have been aggregatedto form one reportable segment 'Other Marketing Services'. The two operatingsegments have similar economic characteristics and meet the aggregationcriteria defined in IFRS 8 'Operating segments'. 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 2015 Other Marketing PR Corporate Group Events Services Newswire operations total £m £m £m £m £m Revenue Total segment revenue 285.5 66.7 104.6 - 456.8 Intersegment revenue (0.4) - (0.4) - (0.8) External revenue 285.1 66.7 104.2 - 456.0 Result Depreciation (including amortisation of (5.1) (1.1) (2.9) (1.7) (10.8)website development costs) Share of pre-tax results from joint 0.1 - 0.1 0.5 0.7ventures and associates Segment adjusted operating profit 81.1 5.1 23.8 (11.2) 98.8 Amortisation of intangible assets arising (18.9)on acquisitions Exceptional operating items (7.3) Share of tax on profit in joint ventures (0.1)and associates Group operating profit 72.5 Financing income 1.8 Financing expense (15.9) Profit before tax 58.4 Tax (10.8) Profit for the period 47.6 Total corporate costs for the period ended 30 June 2015 are net of a share ofpre tax results from joint ventures and associates of £0.5m. The period ended30 June 2014 included gains on disposals of £5.2m and a pension settlement gainof £5.8m. These income items are not attributable to any of the Group'sreported segments. Six months ended 30 June 2014 Other Marketing PR Corporate Group Events Services Newswire operations total £m £m £m £m £m Revenue Total segment revenue 214.6 48.5 98.5 - 361.6 Intersegment revenue (0.4) - (0.2) - (0.6) External revenue 214.2 48.5 98.3 - 361.0 Result Depreciation (including amortisation (2.6) (0.6) (2.3) (0.6) (6.1)of website development costs) Share of pre-tax results from joint (0.1) - 0.1 0.7 0.7ventures and associates Segment adjusted operating profit 61.6 4.4 22.4 (1.0) 87.4 Amortisation of intangible assets (12.0)arising on acquisitions Exceptional operating items 19.8 Share of tax on profit in joint (0.2)ventures and associates Group operating profit 95.0 Financing income 3.8 Financing expense (13.7) Exceptional items relating to net (2.6)financing expense Profit before tax 82.5 Tax (6.7) Profit for the period 75.8 Year ended 31 December 2014 Other Marketing PR Corporate Group Events Services Newswire costs total £m £m £m £m £m Revenue Total segment revenue 451.7 100.0 196.5 - 748.2 Intersegment revenue (1.2) - (0.7) - (1.9) External revenue 450.5 100.0 195.8 - 746.3 Result Depreciation (including amortisation of (4.9) (1.1) (4.9) (1.3) (12.2)website development costs) Share of pre-tax results from joint 0.9 - 0.3 1.4 2.6ventures and associates Segment adjusted operating profit 140.6 11.0 44.8 (16.6) 179.8 Amortisation of intangible assets arising (19.4)on acquisitions Exceptional operating items 9.8 Share of tax on profit in joint ventures (0.6)and associates Group operating profit 169.6 Financing income 6.5 Financing expense (28.3) Exceptional items relating to net financing (2.6)expense Profit before tax 145.2 Tax 14.9 Profit for the year 160.1 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. Year Six months Six months ended ended ended 31Continuing revenue 30 June 30 June December 2015 2014 2014 £m £m £m United Kingdom 46.0 52.3 82.8 Foreign countries United States and Canada 277.9 183.6 335.3 Europe 16.7 19.8 67.1 China 71.8 64.9 169.7 Other emerging markets* 35.2 31.5 76.2 Rest of the world 8.4 8.9 15.2 410.0 308.7 663.5 External revenue 456.0 361.0 746.3 * Emerging markets comprise the non-G10 countries - most notably for the Group:Mainland China, Hong Kong, Brazil, India, Turkey, Malaysia, Indonesia, Mexico,Singapore and Thailand. There are no revenues derived from a single external customer which aresignificant. 31 30 June 30 June DecemberNon-current assets 2015 2014 2014 £m £m £m United Kingdom 317.5 319.4 343.6 Foreign countries United States and Canada 1,197.4 473.9 1,185.3 Europe 18.1 21.4 21.2 China 21.1 30.2 31.9 Other emerging markets* 123.0 90.9 94.3 Rest of the world 6.2 5.6 6.0 1,365.8 622.0 1,338.7 Total non-current assets 1,683.3 941.4 1,682.3 Non-current assets for this purpose consist of goodwill, intangible assets,property, plant and equipment, investments in joint ventures and associates andother fixed asset investments. 5. Other operating income 31 30 June 30 June December 2015 2014 2014 £m £m £m Rental income 3.3 2.9 5.4 Disposal gains (Note 4) - 5.2 5.2 Other income 0.6 - 1.9 Other operating income 3.9 8.1 12.5 6. 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. These items are not part of the Group's normal ongoingoperations. Six months Six months Year ended ended ended(Charged)/credited to continuing operating profit 30 June 30 June 31 December 2015 2014 2014 £m £m £m Acquisition costs on Advanstar (0.5) - (7.4) Gain on Advanstar contingent forward contract - - 12.9 Acquisition costs on other business combinations (0.5) (0.4) (0.6) Changes in estimates of contingent consideration (0.3) (0.6) (1.3) Exceptional items relating to acquisitions (1.3) (1.0) 3.6 Restructuring and business reorganisation (1.8) - - Exceptional items relating to reorganisation and (1.8) - -restructuring Gain on disposals reported by associates - 21.9 21.9 Exceptional items in share of results from joint - 21.9 21.9ventures and associates Impairment of goodwill and intangible assets - - (14.6) Impairment of joint ventures and associates (4.2) (1.1) (1.1) Impairment charge (4.2) (1.1) (15.7) Total charged to continuing operating profit (7.3) 19.8 9.8 Advanstar acquisition costs Acquisition costs of £0.5m have been expensed as exceptional items relating tothe acquisition of Advanstar. These relate mainly to due diligence andprofessional fees paid to various advisors. Acquisition exceptional items Other acquisition costs of £0.5m have been expensed in the period. Anexceptional charge of £0.3m was recognised relating to revised contingentconsideration estimates for prior year acquisitions. Restructuring and business reorganisation Charges in relation to the integration of the Advanstar business totaling £1.8mhave been incurred during the period in respect of the early integration stagesmainly relating to property consolidations in the UK and US. Impairment The Group has recognised a re-measurement loss of £4.2m on its initial 40%shareholding of the eMedia Asia Limited investment during the year. The Groupacquired its remaining shareholding of the investment during the period, usingthe purchase price as an estimate for the fair value of the initialshareholding. Tax The taxation effect of the exceptional items reported above on the amountscharged to the income statement is £nil. Deferred tax assets previouslyrecognised as a consequence of acquisition intangibles have been reduced as therelated intangibles have been amortised. £0.4m has been treated as anexceptional tax charge in relation to deferred tax assets that had previouslybeen recognised as an exceptional deferred tax credit. 7. Net financing expense Six months Six months Year ended ended ended 30 June 30 June 31 December 2015 2014 2014 £m £m £m Financing expense Borrowings and loans (13.7) (12.4) (25.4) Other (0.2) (0.2) (0.4) Total interest expense for financial liabilities not (13.9) (12.6) (25.8)classified at fair value through profit or loss Pension schemes net finance expense (Note 17) (0.9) (0.3) (0.8) Net loss on financial instruments at fair value - - (0.6)through profit or loss Other fair value movements (0.2) (0.8) (1.1) Recycling of capitalised arrangement fees (0.5) - - Financing expense before exceptional items (15.5) (13.7) (28.3) Exceptional financing expense Fair value movement on put options over (0.4) (2.6) (2.6)non-controlling interests Total financing expense (15.9) (16.3) (30.9) Financing income Cash and cash equivalents 0.8 0.9 2.1 Vendor Loan Note 0.7 1.1 2.3 Total interest income 1.5 2.0 4.4 Net gain on financial instruments at fair value 0.3 0.2 -through profit or loss Ineffective portion on net investment hedges - 1.0 - Foreign exchange gain on forward contracts - - 1.5 Other fair value movements - 0.6 0.6 Total financing income 1.8 3.8 6.5 Net financing expense (14.1) (12.5) (24.4) 8. 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, movements on deferred tax balances recognised as aconsequence of acquisition of intangibles, exceptional items and net financingexpense adjustments. Diluted 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 plus the weighted average numberof ordinary shares that would be issued on conversion of all the dilutivepotential ordinary shares into ordinary shares. The impact of dilutivesecurities in the six months ended 30 June 2015 would be to increase weightedaverage shares by 3.4 million shares (six months ended 30 June 2014: 2.6million shares; year ended 31 December 2014: 3.1 million shares). The weighted average number of shares excludes ordinary shares held by theEmployee Share Ownership Plan (the ESOP). To fund the acquisition of Advanstar, the Group announced a fully underwritten4 for 5 rights issue of 196,734,453 new shares at 287 pence per new share. The30 June 2014 numbers have been restated to reflect the bonus element of therights issue. Restated Six months ended Six months ended Year ended 30 June 2015 30 June 2014 31 December 2014 Earnings Earnings EarningsTotal Group per per per Earnings share Earnings share Earnings share £m pence £m pence £m pence Adjusted Group operating profit 98.8 87.4 179.8 Net interest expense (12.4) (10.6) (21.4) Pension schemes finance expense (0.9) (0.3) (0.8) Adjusted profit before tax 85.5 76.5 157.6 Tax (10.9) (11.1) (22.9) Non-controlling interests (4.4) (5.9) (9.9) Adjusted earnings per share 70.2 15.9 59.5 18.9 124.8 38.6 Adjustments Amortisation of intangible assets (18.9) (4.3) (12.0) (3.8) (19.4) (6.0)arising on acquisitions Net deferred tax movement on 0.4 0.1 4.2 1.3 7.3 2.3intangible assets Exceptional items (7.3) (1.6) 19.8 6.2 9.8 3.0 Exceptional deferred tax (charge)/ (0.4) (0.1) - - 29.9 9.2credit Net financing expense - other (0.8) (0.2) (1.6) (0.5) (2.2) (0.7) Basic earnings per share 43.2 9.8 69.9 22.1 150.2 46.4 Dilution Options - (0.1) - (0.2) - (0.4) Diluted earnings per share 43.2 9.7 69.9 21.9 150.2 46.0 Adjusted earnings per share (as 70.2 15.9 59.5 18.9 124.8 38.6above) Options - (0.1) - (0.2) - (0.4) Diluted adjusted earnings per 70.2 15.8 59.5 18.7 124.8 38.2share 9. Dividends Year Six months Six months ended ended ended 31 30 June 30 June December 2015 2014 2014 £m £m £m Declared and paid during the period Equity dividends on ordinary shares Final dividend for 2013 of 20.5p - 50.3 50.3 Interim dividend for 2014 of 5.3p - - 16.7 Final dividend for 2014 of 16.0p 70.8 - - 70.8 50.3 67.0 Proposed (not recognised as a liability at the endof the period) Equity dividends on ordinary shares Interim dividend for 2014 of 5.3p - 16.7 - Final dividend for 2014 of 16.0p - - 70.8 Interim dividend for 2015 of 5.3p 23.5 - - 10. Property, plant and equipment and intangible assets Movements during the period in property, plant and equipment and intangibleassets were: Six months Six months Restated ended ended 31 30 June 30 June December 2015 2014 2014 £m £m £m Net book value at 1 January (Restated) 440.9 132.7 132.7 Acquired with subsidiaries 0.5 7.3 289.5 Additions 19.1 4.4 37.6 Intangible asset construction in progress - 6.3 13.0 Disposals (0.4) (0.4) (1.9) Disposal of subsidiaries (0.9) (1.2) (1.2) Depreciation and amortisation (29.7) (18.1) (31.6) Currency translation (1.7) (2.8) 2.8 Net book value at 30 June/31 December 427.8 128.2 440.9 Capital expenditure contracted for but not provided in the financial statementsamounts to £1.5m (30 June 2014: £10.6m; 31 December 2014: £2.1m). 11. Movement in net debt 1 January Non-cash Currency 30 June 2015 items Cash flow translation 2015 £m £m £m £m £m Cash and cash equivalents 74.4 - 43.3 (3.4) 114.3 Bank overdrafts (1.3) - 0.1 - (1.2) Net cash 73.1 - 43.4 (3.4) 113.1 Bank loans due in more than one (135.5) (0.7) (23.8) 0.4 (159.6)year Bonds due in more than one year (483.6) 1.9 - 1.9 (479.8) Borrowings (619.1) 1.3 (23.8) 2.3 (639.4) Derivative assets associated 14.0 (2.2) - - 11.8with borrowings Derivative liabilities (6.0) - - 0.9 (5.1)associated with borrowings Net debt (538.0) (1.0) 19.6 (0.2) (519.6) The undrawn portion available under committed lending facilities at 30 June2015 is £240.5m (30 June 2014: £214.9m; 31 December 2014: £228.6m). On 22 April 2015, a new five year £400m syndicated revolving credit facilityreplaced the existing £300m facility which was used to pay down the $100mbridge facility put in place for the Advanstar acquisition. 1 January Non-cash Currency 30 June 2014 items Cash flow translation 2014 £m £m £m £m £m Cash and cash equivalents 74.0 - 25.9 (4.3) 95.6 Bank overdrafts - - (14.4) - (14.4) Net cash 74.0 - 11.5 (4.3) 81.2 Bank loans due in more than one (61.4) - (24.8) 1.1 (85.1)year Bonds due in more than one year (469.1) 0.3 - 5.8 (463.0) Borrowings (530.5) 0.3 (24.8) 6.9 (548.1) Derivative assets associated 14.4 (2.1) - 2.5 14.8with borrowings Derivative liabilities (1.3) 1.3 - - -associated with borrowings Net debt (443.4) (0.5) (13.3) 5.1 (452.1) 31 1 January Non-cash Currency December 2014 items Cash flow translation 2014 £m £m £m £m £m Cash and cash equivalents 74.0 - (2.3) 2.7 74.4(including held for sale) Bank overdrafts - - (1.3) - (1.3) Net cash 74.0 - (3.6) 2.7 73.1 Bank loans due in more than one (61.4) - (74.8) 0.7 (135.5)year Bonds due in more than one year (469.1) (1.2) - (13.3) (483.6) Borrowings (530.5) (1.2) (74.8) (12.6) (619.1) Derivative assets associated 14.4 (0.8) - 0.4 14.0with borrowings Derivative liabilities (1.3) 0.1 - (4.8) (6.0)associated with borrowings Net debt (443.4) (1.9) (78.4) (14.3) (538.0) 12. Financial instruments Fair values of financial assets and financial liabilities Valuation techniques Valuation techniques use observable market data where it is available and relyas little as possible on entity specific estimates. The fair values of interest rate swaps and forward exchange contracts aremeasured using discounted cash flows. Future cash flows are based on forwardinterest/exchange rates (from observable yield curves/forward exchange rates atthe end of the reporting period) and contract interest/forward rates,discounted at a rate that reflects the credit risk of the counterparties. The fair value portion of the £250m 6.5% sterling bonds due 2016 and the $350m5.75% dollar bonds due 2020 has been measured at the present value of futurecash flows discounted using market rates of interest. The fair values of put options over non-controlling interests (includingexercise price) and contingent and deferred consideration on acquisitions aremeasured using discounted cash flows models with inputs derived from theprojected financial performance in relation to the specific criteria for eachacquisition, as no observable market data is available. The changes inestimates of put options over non-controlling interests are reported withinexceptional financing expense. The changes in estimates of contingent anddeferred consideration on acquisitions are reported within exceptionaloperating items. The fair values are most sensitive to the projected financialperformance of each acquisition; management makes a best estimate of theseprojections at each financial reporting date and regularly assesses a range ofreasonably possible alternatives for those inputs and determines their impacton the total fair value. An increase of 20% to the projected financialperformance used in the put option measurements would increase the aggregateliability by £2.9m. The fair value of the contingent and deferredconsideration on acquisitions is not significantly sensitive to a reasonablechange in the forecast performance. Carrying Fair amount value £m £m Financial assets at fair value through profit or loss Interest rate swaps 11.8 11.8 Forward exchange contracts - - 11.8 11.8 Financial liabilities at amortised cost £250m 6.5% sterling bonds due 2016 (99.7) (103.8) $350m 5.75% dollar bonds due 2020 (156.7) (168.5) Financial liabilities at fair value through profit or loss Interest rate swaps (5.1) (5.1) £250m 6.5% sterling bonds due 2016 (155.9) (162.3) $350m 5.75% dollar bonds due 2020 (67.5) (72.6) Put options over non-controlling interests (15.3) (15.3) Contingent and deferred consideration on acquisitions (1.5) (1.5) (501.7) (529.1) The fair values of all other financial assets and liabilities do not differfrom their carrying amounts. 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 onobservable market data. For financial assets and financial liabilities that are recognised at fairvalue in the financial statements on a recurring basis, the Group determineswhether transfers have occurred between Levels in the hierarchy by re-assessingcategorisation (based on the lowest level input that is significant to the fairvalue measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Group has determined classes ofassets and liabilities on the basis of the nature, characteristics and risks ofthe asset or liability and the level of the fair value hierarchy as explainedabove. At 30 June 2015, the Group held the following classes of financial instrumentsmeasured at fair value. 30 June Level 1 Level 2 Level 3 2015 £m £m £m £m Financial assets at fair value throughprofit or loss Interest rate swaps - hedged 9.3 - 9.3 - Interest rate swaps - not hedged 2.5 - 2.5 - Financial liabilities at amortised cost £250m 6.5% sterling bonds due 2016 (103.8) - (103.8) - $350m 5.75% dollar bonds due 2020 (168.5) - (168.5) - Financial liabilities at fair valuethrough profit or loss £250m 6.5% sterling bonds due 2016 (162.3) - (162.3) - $350m 5.75% dollar bonds due 2020 (72.6) - (72.6) - Interest rate swaps - hedged (5.1) - (5.1) - Put options over non-controlling (15.3) - - (15.3)interests Contingent and deferred consideration (1.5) - - (1.5)acquisitions During the six months ended 30 June 2015 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 inother comprehensive income. Reconciliation of recurring level 3 fair value measurements: Put options Contingent over non- and deferred controlling consideration interests on 30 June acquisitions 2015 30 June 2015 £m £m At 1 January (16.6) (2.9) Acquisitions (Note 15) - (0.5) Consideration paid - 2.2 Changes in estimates (income statement) (0.4) (0.3) Currency translation 1.7 - At 30 June (15.3) (1.5) 13. Share capital 31 30 June 30 June December 2015 2014 2014 Authorised £m £m £m 1,217,124,740 (30 June 2014: 1,217,124,740; 31December 2014: 1,217,124,740) ordinary shares of 121.7 121.7 121.710p each Ordinary Ordinary Shares shares Number £mIssued and fully paid At 1 January 2014 245,760,587 24.6 Issued in respect of share option schemes and other 95,632 -entitlements At 30 June 2014 245,856,219 24.6 Issued in respect of share option schemes and other 61,848 -entitlements Issue of new shares on equity placing pursuant to 196,734,453 19.7the 4 for 5 rights issue At 31 December 2014 442,652,520 44.3 Issued in respect of share option schemes and other 189,566 -entitlements At 30 June 2015 442,842,086 44.3 Company share schemes As at 30 June 2015, the ESOP Trust holds 0.5m ordinary shares (30 June 2014:0.1m ordinary shares; 31 December 2014: 0.2m ordinary shares). 14. Other reserves Foreign currency Total Merger translation ESOP Other other reserve reserve reserve reserve reserves £m £m £m £m £m At 1 January 2015 (732.2) (31.7) (1.5) 125.3 (640.1) Total comprehensive income for the - (8.5) - - (8.5)period* Shares awarded by ESOP - - 14.6 - 14.6 Own shares purchased by the Company - - (15.8) - (15.8) At 30 June 2015 (732.2) (40.2) (2.7) 125.3 (649.8) At 1 January 2014 (732.2) (42.3) (2.9) 125.3 (652.1) Total comprehensive income for the - (12.8) - - (12.8)period** Shares awarded by ESOP - - 6.8 - 6.8 Own shares purchased by the Company - - (4.9) - (4.9) At 30 June 2014 (732.2) (55.1) (1.0) 125.3 (663.0) At 1 January 2014 (732.2) (42.3) (2.9) 125.3 (652.1) Total comprehensive income for the - 10.6 - - 10.6period*** Shares awarded by ESOP - - 8.2 - 8.2 Own shares purchased by the Company - - (6.8) - (6.8) At 31 December 2014 (732.2) (31.7) (1.5) 125.3 (640.1) * The amount included in the foreign currency translation reserve for theperiod ended 30 June 2015 represents the currency translation difference onforeign operations on Group subsidiaries of £(11.8)m (excluding £(1.8)mrelating to non-controlling interests), on net investment hedges of £5.6m, onjoint ventures and associates of £(0.3)m and on the reclassification adjustmentfor foreign operations in the period of £(2.0)m. ** The amount included in the foreign currency translation reserve for theperiod ended 30 June 2014 represents the currency translation difference onforeign operations on Group subsidiaries of £(21.3)m (excluding £(0.4)mrelating to non-controlling interests) and on net investment hedges of £8.5m. *** The amount included in the foreign currency translation reserve for theyear ended 31 December 2014 represents the currency translation difference onforeign operations of Group subsidiaries of £28.8m (excluding £1.5m relating tonon-controlling interests), on net investment hedges of £(18.8)m and on jointventures and associates of £0.6m. Merger reserve The merger reserve is used to record entries in relation to certainreorganisations that took place in previous accounting periods. The majorityof the 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 Trust to satisfyfuture share awards. The shares are recorded at cost. In the six months ended30 June 2015, 2,864,749 ordinary shares were purchased by the ESOP (six monthsended 30 June 2014: 700,000; year ended 31 December 2014: 1,025,000). 15. Acquisitions The Group has completed three acquisitions of Events companies in the sixmonths ended 30 June 2015. These acquisitions continue the Group's strategy ofexpansion through acquisition of Events and Events portfolios in growthmarkets. Details of the acquisitions made by the Group in the prior year areavailable in the Annual Report and Accounts for the year ended 31 December2014. On 27 January 2015, the Group completed the acquisition of 100% of ShanghaiInternational Printing Industry Expo ('CSTPF'), a digital printing textilebusiness, for initial consideration of £0.7m, deferred consideration of £0.1mand contingent consideration of up to £0.4m payable over the next two years. On 2 June 2015, the Group acquired 100% of Hospitalar, Latin America's largesthealthcare trade show, for cash consideration of £31.1m. On 30 June 2015, the Group acquired the remaining 60% shareholding of eMediaAsia Limited (eMedia), for cash consideration of £7.6m. eMedia is made up oftwo businesses: CIOE, a Chinese Optoelectronics event; and a media businesswhich consists of a portfolio of electronics focused publications, online sitesand an event. The figures reported below for Hospitalar, eMedia and CSTPF have been disclosedon a provisional basis. The fair value of the identifiable assets and liabilities acquired in respectof acquisitions in 2015 was: All acquisitions 2015 £m Intangible assets 0.5 Cash and cash equivalents 7.7 Trade and other receivables 1.4 Total assets 9.6 Trade and other payables (4.8) Deferred tax liability (0.1) Total liabilities (4.9) Identifiable net assets acquired 4.7 Goodwill arising on acquisition 42.0 Fair value of previously held interests (3.8) Non-controlling interest (3.0) 39.9 Trade and other receivables acquired have been measured at fair value which isthe gross contractual amounts receivable. All amounts recognised are expectedto be collected. The goodwill of £42.0m recognised relates to certainintangible assets that cannot be individually separated. These include itemssuch as customer loyalty, market share, skilled workforce and synergiesexpected to arise after the acquisition completion. All of the goodwillarising is expected to be deductible for tax purposes. The fair value of our previous shareholding and non-controlling interest ineMedia is based on the price paid for the acquisition of the remainingshareholding during the period. The intangible assets acquired as part of the acquisitions were: All acquisitions 2015 £m Brands 0.2 Customer contracts and relationships 0.2 Databases 0.1 Total 0.5 Cash flow effect of acquisitions The aggregate cash flow effect of the acquisitions was as follows: 30 June 2015 £m Net cash acquired with subsidiaries (7.7) Cash paid to acquire subsidiaries 39.4 Net cash outflow on 2015 acquisitions 31.7 Payment of deferred consideration on prior year 2.2acquisitions Total cash outflow on acquisitions 33.9 None of the deferred consideration payments are individually material. 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 2015acquisitions is £0.4m (maximum remaining for 2014, 2013 and 2012 acquisitionsis £nil, £2.0m and £1.4m respectively). The contingent consideration for eachacquisition made during the period is based on the terms set out in therelevant purchase agreements. The movement in the contingent and deferred consideration payable during theperiod is disclosed in Note 12. Acquisition performance From the dates of acquisition to 30 June 2015, the acquisitions completed in2015 contributed £0.2m to operating profit and £0.4m to revenue of the Group.If the acquisitions had taken place at the beginning of 2015, the acquisitionswould have contributed £5.2m to operating profit and £12.8m to revenue of theGroup. Advanstar Purchase Price Allocation The Advanstar purchase price allocation has been revised. Below are the updatedpreliminary values recognised as a restatement at 31 December 2014: £m Intangible assets 274.9 Property, plant and equipment 4.5 Cash and cash equivalents 74.6 Trade and other receivables 33.4 Deferred tax asset 75.5 Total assets 462.9 Trade and other payables (73.0) Deferred tax liability (95.1) Total liabilities (168.1) Identifiable net assets acquired 294.8 Consideration paid 699.2 Goodwill arising on acquisition 404.4 The impact of the restatement of the 31 December 2014 values is to decreaseintangible assets by £16.2m and increase trade and other receivables by £1.2m,with a corresponding increase in goodwill of £15m. 16. Disposals Initial and Loss 2015 deferred on disposal consideration disposalDisposal date Activity Segment £m £m Leisure Industry 21 Telecoms research Events 0.4 0.4Week January 31 Customer management OtherPG Promotions January consulting Marketing 0.6 0.3 Services 1.0 0.7 None of the above disposals are classified as discontinued operations. The following table sets out the aggregate effect of the disposals on theGroup's assets and liabilities: 30 June 2015 £m Goodwill (0.5) Intangible assets (0.9) Trade and other receivables (2.8) Cash and cash equivalents (1.2) Total assets (5.4) Trade and other payables 3.8 Total liabilities 3.8 Identifiable net assets (1.6) Costs associated with disposal (0.1) Loss on disposal 0.7 Consideration received 1.0 Less cash disposed and deferred consideration (1.8) Net cash outflow (0.8) In addition to the above, the Group also made the following disposals: * 30% investment in The Channel Company LLC for consideration of £1.9m in April 2015; and * 50% joint venture shareholding in Securex for consideration of £0.1m in June 2015. 17. Retirement benefit obligations The Group operates funded defined benefit and defined contribution pensionschemes in the UK and overseas. The most recent actuarial valuations werecarried out during 2014 and updated to 30 June 2015 for accounting purposesby independent qualified actuaries. The amounts recognised in the income statement were as follows: Year Six months Six months ended ended ended 31 30 June 30 June December 2015 2014 2014 £m £m £m Current service cost 0.2 0.2 0.4 Administration cost 0.5 0.2 1.4 Settlement gain - (5.8) (5.8) Interest cost (Note 7) 0.9 0.3 0.8 Total pension expense/(income) 1.6 (5.1) (3.2) The amounts recognised in the balance sheet were as follows: 30 30 31 June June December 2015 2014 2014 £m £m £m Fair value of plan assets 488.7 469.3 489.6 Present value of defined benefit obligations (525.0) (490.7) (540.5) Irrecoverable element of pension surplus (2.3) (2.1) (2.3) Net deficit in the statement of financial position (38.6) (23.5) (53.2) Retirement benefit surplus 4.3 4.0 4.3 Retirement benefit obligation (42.9) (27.5) (57.5) Net deficit in the statement of financial position (38.6) (23.5) (53.2) 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 June2015, the Group awarded 3,846,179 (six months ended 30 June 2014: 2,282,413;year ended 31 December 2014: 2,854,000) shares under the Group's shareincentive plans. 19. 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 2015(30 June 2014; £nil; 31 December 2014: £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 2015. 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 the Group Value of the Value of at Value of at transactions Group at transactions 31 transactionsRelated party and Nature of 30 June H1 2015 30 June H1 2014 December FY 2014relationship transactions 2015 £m 2014 £m 2014 £m £m £m £m GML Exhibitions Advances and(Thailand) Co management - - 0.1 0.1 0.1 0.1Limited - Joint feesVenture Guangzhou Beauty CommissionFair - Joint and -* - - - - -Venture management fees Guzhen LightingExpo Company Advances - -* 0.2 - 0.2 -Limited - JointVenture Inchcape Shipping Management - -* - - - -Services - Client fees The Channel Company Management -* 0.1 0.2 0.1 - -- Client fees Light Reading LLC - Transitional - 0.2 - - 7.9 0.3Associate services \* Transactions and balances (owed by)/due to the Group less than £0.1m. 20. Events after the balance sheet date There have been no post balance sheet events. Statement of directors' responsibilities The directors confirm that the interim condensed consolidated financialstatements for the period ended 30 June 2015, 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 on the UBM plc website: http://www.ubm.com/. By order of the Board Robert A. GrayChief Financial Officer 30 July 2015 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 June2015 which comprises the Interim consolidated income statement, Consolidatedincome statement, Interim consolidated statement of comprehensive income,Interim consolidated statement of financial position, Interim consolidatedstatement of changes in equity, Interim consolidated statement of cash flows ,and the related explanatory notes 1 to 20. We have read the other informationcontained in the half yearly financial report and considered whether itcontains any apparent misstatements or material inconsistencies with theinformation in the condensed set of financial statements. 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 the group accounting policies, the annual financial statementsof the group are prepared in accordance with IFRS as issued by theInternational Accounting Standards Board (IASB). The condensed set of financialstatements included in this half-yearly financial report has been prepared inaccordance with International Accounting Standard 34, "Interim FinancialReporting", as issued by 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 2015 is not prepared, in allmaterial respects, in accordance with International Accounting Standard 34 asadopted by the European Union and the Disclosure and Transparency Rules of theUnited Kingdom's Financial Conduct Authority. Ernst & Young LLPLondon END