Pearson Annual Report 2013

Plain-text annual report

Helping people make measurable progress in their lives through learning ANNUAL REPORT AND ACCOUNTS 2013 O U R TR A N S F O R M ATIO N To ﬁnd out more about how we are transforming our business go to page 09 EF F IC AC Y To ﬁnd out more about our focus on efficacy go to page 14 O U R P ER F O R M A N C E For an in-depth analysis of our performance in 2013 go to page 19 Pearson is the world’s leading learning company, with 40,000 employees in more than 80 countries working to help people of all ages to make measurable progress in their lives through learning. We provide learning materials, technologies, assessments and services to teachers and students in order to help people everywhere aim higher and fulﬁl their true potential. We put the learner at the centre of everything we do. R E A D O U R R E P O RT O N L I N E Learn more /ar2013.html www.pearson.com/ar2013.html with Pearson To stay up to date with Pearson r, visit our throughout the year, visit our blog at blog.pearson.com n.com and follow us on Twitter – itter – @pearsonplc Heading one 01 01 1 Overview A summary of who we are and what we do, including performance highlights, our business strategy and key areas of investment and focus. 02 Financial highlights 04 Chairman’s introduction 06 Our business models 09 Chief executive’s strategic overview 14 Pearson’s commitment to efficacy t r o p e r c i g e t a r t S t r o p e r ’ s r o t c e r i D 2 Our performance An in-depth analysis of how we performed in 2013, the outlook for 2014 and the principal risks and uncertainties affecting our businesses. 3 Responsible business Explains Pearson’s approach to corporate responsibility, giving a summary of our work in 2013 and our plans for 2014. 19 Our performance 20 Outlook 2014 23 32 34 Education: North America, International, Professional Financial Times Group Penguin Random House 37 Other ﬁnancial information 41 Principal risks and uncertainties 47 Introduction 48 Transforming our company – supporting our people through change 49 Partnering and investing to extend access to learning 50 Our communities 51 Environment: climate change and avoiding deforestation 53 External benchmarks 53 Our values, principles and behaviour 4 Governance Provides details of the board, its policies and procedures and the report on directors’ remuneration. 55 Board of directors 57 Chairman’s letter 58 78 Board governance Report on directors’ remuneration 5 Financial statements Detailed ﬁnancial statements for both the Group and the parent company, including an analysis of the key measures used by the Group in its management of the business. 115 Financial statements: contents 116 Independent auditors’ report 123 Group accounts 195 Parent company accounts 204 Principal subsidiaries 205 Five-year summary 207 Corporate and operating measures 210 Shareholder information 212 Principal offices O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 02 Pearson plc Annual report and accounts 2013 Financial highlights In ﬁnancial terms, Pearson’s goal is to achieve sustainable growth on three key ﬁnancial goals – earnings, cash and return on invested capital, and reliable cash returns to our investors through healthy and growing dividends. In 2013 trading was tough in many of our biggest and most established markets. At the same time we are now in a more intensive phase of investment, investing much more, both in building the technology and related infrastructure, and in the next generation of products and services. We also continue to ﬁnance the one-off costs of the biggest restructuring in Pearson’s recent history. Headline earnings and cash were again lower than the previous year and our return on invested capital fell to 5.4% from 9.1% in 2013. We are proposing a 7% dividend increase. 2 013 S A L E S £5.2bn +2% 2013 £m 2012 £m HEADLINE GROWTH CER GROWTH UNDERLYING GROWTH 2 013 A DJ U S T E D O P E R ATI N G P RO F I T Business performance Sales 5,177 5,059 2% 2% 1% Adjusted operating proﬁt before net restructuring charges Adjusted operating proﬁt 871 736 932 932 (7)% (6)% (21)% (21)% (9)% (23)% Adjusted earnings per share Operating cash ﬂow Free cash ﬂow 70.1p 82.6p 588 269 788 657 Free cash ﬂow per share 33.3p 81.7p Return on invested capital 5.4% 9.1% (15)% (25)% (59)% (59)% – Before net restructuring charges £871m -6% Net debt 1,379 918 (50)% O U R F I V E -Y E A R R ECO R D Statutory results Sales Operating proﬁt Proﬁt before tax 5,069 4,959 458 382 487 391 Basic earnings per share 66.6p 38.7p 2% (6)% (2)% 72% Cash generated from operations 684 916 (25)% Dividend per share 48.0p 45.0p 7% Note a) Growth rates are stated on a constant exchange rate (CER) basis unless otherwise stated. Where quoted underlying growth rates exclude both currency movements and portfolio changes. Unless otherwise stated, sales exclude Penguin while operating proﬁts include both Penguin and our share of Penguin Random House (PRH). Continuing operations exclude both Penguin and Mergermarket but include our share of PRH. b) The ‘business performance’ measures are non-GAAP measures and reconciliations to the equivalent statutory heading under IFRS are included in notes 2, 7 and 8 to the ﬁnancial statements. Average annual growth in headline terms 2008–2013 Adjusted earnings per share Operating cash ﬂow +4% -6% +7% Dividend Section 1 Overview 03 54% 8% 8% 2013 by business North America £2,779m International £1,539m Professional £410m FT Group £449m 30% 8% 57% 8% 2013 by business* North America £455m International £209m Professional £63m FT Group £66m 27% Adjusted operating proﬁt before net restructuring charges £m Pearson North America International Professional FT Group 1000 800 600 400 200 0 Pearson North America International Professional FT Group Discontinued ex Mergermarket including PRH 08 09 10 11 12 13 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 7% 60% 12% 2013 by region North America £3,087m Europe £1,062m Asia £638m RoW £390m 21% 70% 10% 5% 2013 by region* North America £552m Europe £118m Asia £40m RoW £83m 15% *Excludes Penguin/PRH (£78m) Sales £m 6000 5000 4000 3000 2000 1000 0 08 09 10 11 12 13 04 Pearson plc Annual report and accounts 2013 Chairman’s introduction Glen Moreno, Chairman of Pearson While the business environment remains challenging, the board is conﬁdent that Pearson is well placed with a clear plan to deliver future growth and create value for our shareholders. Dear shareholders, Pearson has always invested time and energy in producing a clear and compelling annual report, but with the new edition of the UK Corporate Governance Code now in place, we have worked particularly hard to ensure that our annual report and accounts is fair, balanced and understandable. At this important time in the company’s history we have focused on providing the information necessary for shareholders to fully assess the company’s business model, strategy, development, performance, position and future prospects. 2013 was an extremely signiﬁcant year for Pearson and the ﬁrst full year under the leadership of John Fallon as chief executive. Our restructuring programme – designed to accelerate our shift towards fast-growing economies and digital and services businesses – is on track and we began 2014 under a new, integrated operating model for a single and global education company. As a company we also made a series of unique commitments designed to measure and increase the company’s impact on learning outcomes around the world, including to commit to report audited learning outcomes alongside our ﬁnancial accounts, covering our whole business by 2018. Strengthening the board and executive team John Fallon has strengthened his executive team by promoting our best internal talent and recruiting some exceptional global leaders in their speciﬁc ﬁelds. We have also focused on the development of the board, which I address in the Governance section of this report. With recent and planned appointments, I am conﬁdent that the board reﬂects the right blend of skills and experience to guide Pearson in the best interests of shareholders. Section 1 Overview 05 S H A R E P R I C E P E R F O R M A N C E A challenging 2013 One year % change Pearson FTSE 100 FTSE All-Share Media STOXX 600 Media Three year % change Pearson FTSE 100 FTSE All-Share Media STOXX 600 Media Five year % change Pearson FTSE 100 FTSE All-Share Media STOXX 600 Media Source: Datastream to 31 December 2013 TOTA L S H A R E H O L D E R R E T U R N One year % change Pearson FTSE 100 FTSE All-Share Media STOXX 600 Media Three year % change Pearson FTSE 100 FTSE All-Share Media STOXX 600 Media Five year % change Pearson FTSE 100 FTSE All-Share Media STOXX 600 Media Source: Datastream to 31 December 2013 As CFO Robin Freestone outlines in his report (page 19), our 2013 ﬁnancial performance was challenging. Market conditions continued to be strong in digital, services and emerging markets, but remained more difficult in some of our largest textbook publishing markets. These challenges were reﬂected in our share price performance, which underperformed our indices. While the business environment remains challenging, the board is conﬁdent that Pearson is well placed with a clear plan to deliver future growth and create value for our shareholders. Longer term, our share price and total shareholder return have reﬂected a 10 year track record of strong business performance. We are now focused on establishing a base for similar business growth over the next decade. Continued transformation As I said in last year’s annual report, the basic direction of Pearson’s strategy has not changed but we are accelerating the pace to shift capital and talent more quickly towards our most signiﬁcant growth opportunities. The restructuring of our global education business, continued investment in technology and focus on operational efficiency are well underway. I am conﬁdent that the global demand for affordable and effective learning will continue to grow. As the world’s leading learning company we are in an increasingly strong position to take advantage of this demand and deliver products and services that measurably improve learning outcomes for our customers and learners. I am also conﬁdent that this will positively impact shareholder value. Glen Moreno Chairman 12.9% 14.4% 35.4% 33.7% 33.0% 14.4% 56.1% 40.4% 109.2% 52.2% 144.3% 88.1% 16.8% 18.7% 39.6% 37.9% 45.8% 27.7% 71.5% 55.4% 140.3% 83.1% 186.7% 124.7% O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 06 Pearson plc Annual report and accounts 2013 Our business models Pearson is the world’s leading learning company, working to support learners and teachers in over 80 countries around the world. Whether it’s through new digital learning products in the US, developing qualiﬁcations and assessments in the UK, training school leaders in the Middle East, teaching English in China, or educating professionals through content from the Financial Times, we’re helping people make measurable progress in their lives through learning. Our products and services may be provided and used in a standalone way, but are increasingly integrated and customised to meet the needs of individual education systems, customers and learners. We have identiﬁed four major market opportunities for our products and so we create value for our customers in four different, but related ways, outlined below. B U S I N ES S M O D E L Inside services B U S I N ES S M O D E L Direct delivery Where we provide a set of integrated services to institutions (public and private) that have an institution-wide impact on improved learning outcomes (often at lower cost). Where we own and operate the learning institution (physical, virtual and/or blended), providing an integrated learning environment direct to the learner rather than through other parties. Includes: Includes: Sistema COC provides a complete solution, from digital and traditional learning to assessment tools and pedagogical support, for pre- K12 schools in Brazil, reaching 160,000 students. Embanet™ Emabnet is the leading provider of online learning services for the world’s premier schools, colleges and universities. We provide technology and management services to support ASU’s online students. ASU is the largest public university in the US by enrolment. university in the US by enrolment. CTI is a private higher education institution in South Africa, offering full and part-time studies in Information Technology, Psychology and Counselling, Creative Arts and Graphic Design, Commerce and Law, on campuses spread throughout South Africa. Wall Street English is among the largest providers of English language instruction for adults and corporate clients around the world, operating over 450 centres in 28 countries. Connections Academy offers a variety of accredited virtual school options for students in grades K-12 in the US. students in grades K-12 in the US. Section 1 Overview 07 Underpinning the effectiveness of each of these four models, from design through to delivery, is the Efficacy Framework, a tool we have devised to help understand how our products or services can achieve the best possible outcomes or results. You can read more about our commitment to efficacy from page 14, and online at efficacy.pearson.com Like any business, we understand that there are certain risks associated with each model. Read more about how we are managing and mitigating these on pages 41 to 45. Associates and joint ventures We have a 47% stake in Penguin Random House, the world’s ﬁrst truly global trade book publisher. Penguin Random House was formed on 1 July 2013, upon the completion of an agreement between Bertelsmann and Pearson to merge their respective trade publishing companies, Random House and Penguin. Other associates and joint ventures include Vedomosti in Russia and a 50% stake in The Economist Group. B U S I N ES S M O D E L Learning services B U S I N ES S M O D E L Assessment The individual elements of our products, including learning materials, that are increasingly digital in nature and operating as part of an integrated learning ecosystem. Where we provide services that enable an institution or system to measure and validate learner progress towards relevant standards or to certify competency. Includes: Includes: enVisionMATH is designed for students in grades K–6 and seeks to help students develop an understanding of maths concepts through problem-based instruction, small-group interaction, and visual learning with a focus on reasoning and modelling. P E A R S O N V U E MyLab & Mastering MyLab & Mastering is the world’s leading collection of online homework, tutorial, and assessment products, creates personalised and continuously adaptive learning experiences. Speakout is an award-winning English course for adults used around the world. In partnership with the BBC, it includes exercises, small-group work, audio clips and video clips from well-known TV programmes. Pearson VUE is the world’s leading computer-based testing and assessment business, working with organisations of all sizes to create ﬂexible, custom- built assessment solutions and delivering them in a secure and reliable testing environment. BTEC vocational qualiﬁcations are recognised in more than 80 countries worldwide, and in 2011/2012, over 2m learners registered for BTECs, including 650,000 school students. We create, deliver and process state and national assessments in the US. In 2013 we administered nearly 50m online and paper tests. paper tests. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 08 Pearson plc Annual report and accounts 2013 We have a remarkable opportunity to make an impact on some of the biggest and toughest challenges in education Pearson’s strategy: John Fallon, Chief executive Section 1 Overview 09 John Fallon, Chief executive of Pearson By accelerating the transformation of Pearson we become more conﬁdent of our ability to seize that once in a generation opportunity – to become directly accountable for helping people make progress in their lives through learning. Dear shareholders, Last year, in my ﬁrst letter to you as Pearson’s chief executive, I wrote about the establishment of a clear Pearson education strategy and its accelerated implementation. That acceleration – the transformation of the company – is now well underway. Twelve months on, I am convinced that we started it not a moment too soon, and that the changes we need to make must go deeper, and happen faster, than I originally envisaged. The global opportunity The long-term opportunity in global education is greater than ever. Last year, the OECD reported that poor math and literacy skills limit access to better-paying and more-rewarding jobs. People who are strong in these skills are not just wealthier and live healthier lives, they are also more actively engaged in public life. Nelson Mandela was right: education really is the most powerful weapon with which to change the world. As rapid advances in technology continue to disrupt the world of work, the economic value of education and skills will continue to increase. Governments spend trillions of dollars per year on education and training; and, each year, the still rapidly growing middle class invests more of its own increasing wealth in the education of themselves and their children. And yet, the world fails to meet the learning needs of far too many of our fellow citizens. One in ﬁve adults in today’s world still lack the written communication skills they need to progress in life, 57 million children remain out of school, and many millions more are in education, but not really learning anything very much at all. Pearson has a unique set of advantages with which to help meet this global demand for better education and skills, in part by applying technology to help tangibly improve learning outcomes. And, by being better able to meet some of the biggest challenges in global education, we can build a stronger, more proﬁtable and faster growing company. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 10 Pearson plc Annual report and accounts 2013 Pearson’s strategy: John Fallon, Chief executive continued The transformation of our company To seize this opportunity, we need to accelerate our shift from mature to developing markets, from print to digital products and from education inputs to services with demonstrable learning outcomes. For much of the last decade, we’ve been implementing this strategy by reshaping the company portfolio through acquisitions and disposals – and we continued this work last year. We completed the Penguin Random House merger, securing both Penguin’s commercial and creative future and the opportunity for signiﬁcant economies of scale. We sold Mergermarket in February 2014, which has ﬂourished under Pearson’s ownership, but was not part of our strategy in global education. The sale proceeds helped us to ﬁnance the acquisition of Grupo Multi, the leading adult English language training company in Brazil. It ﬁts very well with our strategy of investing more in faster growing economies and in digital and related services that can have a greater and more measurable impact on education around the world. More urgently, the strategy now demands that we run the company in a fundamentally different way, too. Early last year, we started the biggest restructuring in the company’s recent history, to tilt us towards our biggest growth opportunities, and by measuring everything we do in terms of impact in improving learning outcomes. This is what we are doing: 1 Redirecting more of our operating expenses, and our organic investment, more quickly to our most promising opportunities We need fewer people, and resources, deployed in the publishing, production and manufacturing of textbooks and their physical distribution, sales and marketing. We need less print-based testing capacity, as we consolidate our operations and move more towards online testing. By spending much less on these activities as demand falls (for example, US Higher Education textbook volumes have declined by more than 20% in four years), we can invest much more in our biggest growth opportunities (for example, MyLab digital registrations and our sales in emerging markets have both doubled over the same period). W E A R E TR A N S F O R M I N G FA S TE R Our revenues in emerging markets Our revenues in digital products and services Our revenues in print vs. digital products and services $1,302m £819m 2013 $471m £235m 2007 $4,727m £3,020m 2013 $2,253m £1,125m 2007 2013 revenues 40% 60% Print Digital and services Section 1 Overview 11 2 Running Pearson as one globally connected company Our operations are now entirely focused on our global education strategy in which we include the FT Group. We have appointed a new executive team to lead it. We’d outgrown our organisation and, as a collection of relatively stand-alone companies, we were duplicating investment and proliferating small-scale initiatives, limiting our ability to build global scale. We are now organising around a smaller number of global products and platforms, built around a single, world-class infrastructure and common systems and processes. This will help us to grow more quickly, as it frees up resources to invest in our digital transformation, and the new, more service-oriented, products that are vital to future growth. 3 Publicly committing to efficacy and improving learning outcomes We will judge ourselves – and invite others to judge us – not by the products that we make but by their impact on learners. This changes how we decide which companies to acquire, where and how we invest, which products we get behind and which we retire. It changes how we recruit, train and reward each and every person in this company. It will change how we develop new products, unleashing, I believe, a new wave of innovation and creativity across the company. It will be difficult to pull off; and it will take time. That’s why we speciﬁcally talk about the ‘path to efficacy’ that we are on. And it is why we have committed to providing audited learning outcomes data for all our products and services by 2018. But, as detailed elsewhere in this report, we are making some speciﬁc, and measurable, efficacy commitments for this year. 4 We are putting the learner at the heart of everything we do We are putting the learner at the heart of everything we do. Our commitment to efficacy recognises the fact that, whilst our customer is often a teacher, an institution, an education authority, a parent, or a company; the real beneﬁciary of our work – and of our customers’ work – is always the learner. Our purpose as a company – and, ultimately, the true measure of our success – is whether we really do help to equip more people with the education and skills they need to progress in their lives. WO R K I N G A S O N E P E A R S O N Global functions Partner with geographies and lines of business; operate as integrated global functions to achieve scale economies. Lines of Business Responsible for global strategy, investment priorities, product strategy and product portfolio for respective learner ‘age and stage’. Geographies Responsible for customer relationships, sales and marketing, and delivery of education products in their markets. O N E PEARSON o l o S c h NorthAmeric a C U S TOMER . LEARNER abling functio n s n al e b o G l n o i t a c u d r e h g i H E P r ofessional o r e C Pearson Exe c u t v i e G l o b a l p l a t f o r m s G r o w t h O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 12 Pearson plc Annual report and accounts 2013 Pearson’s strategy: John Fallon, Chief executive continued A necessary transition This is changing the way that every person in the company works. At times, it is proving difficult and disruptive. In the short term, it is made more painful, but all the more necessary, by the fact that we are battling against a number of cyclical, policy-related, structural and operational headwinds. These led to a sharp decline in earnings and free cash ﬂow last year and will continue to make life difficult for us in 2014: › The creation of Penguin Random House is a major portfolio change, which creates economic value for Pearson, but the move to associate accounting reduces our reported operating profit in 2013 and 2014. › Our US college business, our biggest and most profitable activity, is highly counter-cyclical, as enrolments grow strongly during a recession, when jobs are harder to come by, and then fall back in the early years of economic recovery. › Our two big assessment and qualifications businesses, in the US and the UK, are seeing demand fall in the short term due to changes in government policy, which will open up new, and bigger, opportunities as these changes are implemented. The transformation of our company is fundamental to get ahead of the signiﬁcant structural changes taking place in education – chieﬂy the digital shift, in which Pearson is playing a leading role. It means that we are now in a much more intensive phase of investment at the same time as we are ﬁnancing the one-off costs of the biggest restructuring in Pearson’s recent history. We are investing much more, both in building the technology and related infrastructure, and in the next generation of products and services, that are vital to making the most of that global education opportunity. We make this investment with conﬁdence as we continue to grow strongly in emerging markets and with our digital and service-related products. In future years, investing in these new growth areas will be ﬁnanced by cutting back in the print-led related areas I outlined earlier. But, ﬁrst, we face signiﬁcant one-off costs, both in 2013 and again in 2014, to achieve this. U N I Q U E M A R K E T P O S ITI O N 2012 Education revenues Pearson Apollo Group Benesse Education Laureate Kaplan McGraw-Hill Corinthian Colleges Cengage Learning Career Education Corp Houghton Mifflin Harcourt Houghton n Mifflin Harcourt $7.3bn $4.0bn $3.5bn $3.4bn $2.2bn $2.1bn $1.6bn $1.5bn $1.5bn $1.1bn $1.1bn Section 1 Overview 13 I thank all my colleagues for all their hard work and commitment, including all our former colleagues, who have served the company with such distinction. I’m sorry to see many good colleagues leave the company as a result of our restructuring and I wish them every success in their future careers. I also thank all our shareholders for their support and patience through this short, sharp transition. I’m determined to ensure that it is rewarded, as soon as possible, by building a leaner, more cash generative and faster growing business – and one ever more equipped to tackle some of the biggest and most intractable problems in global education. John Fallon Chief executive An ever more purposeful, and faster growing, company We have a lot of work ahead of us, but when I write again in 12 months we will have completed our second year of signiﬁcant restructuring and reorganisation. We will be reaping the rewards of signiﬁcant investment, and we will start to see the beneﬁts of a more favourable trading environment as those headwinds, over time, begin to ease and the operational risks recede. By accelerating the transformation of Pearson, we are ensuring that we shorten this transitional period – and that we get the company growing in a more proﬁtable and sustainable manner, as quickly as we can. As we do so, we open up, for Pearson, bigger growth opportunities, a larger addressable market and a greater impact on learning outcomes. We become more conﬁdent of our ability to seize that once-in-a-generation opportunity – to become directly accountable for helping people make progress in their lives through learning. We see the chance for Pearson to be the stand-out company in education, which is now emerging as one of the new global growth industries. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 14 Pearson plc Annual report and accounts 2013 Pearson’s commitment to efficacy In November 2013, Pearson announced a new commitment to report on learning outcomes across its product portfolio from 2018. This new and transparent approach to efficacy is central to our purpose to help people make progress in their lives through learning. We want Pearson’s customers to be conﬁdent that working with us will help them to achieve their long- term learning goals and enable them to make progress in their lives. In November 2013, Pearson announced a new commitment to report on learning outcomes across its product portfolio from 2018. We also published The Incomplete Guide to Delivering Learning Outcomes, sharing the actions we have taken over the last two years to prepare our company to meet this unique challenge and demonstrate the efficacy of our products. This new and transparent approach to efficacy is central to our purpose and also makes good business sense. We hope that by demonstrating the evidence base that supports our products we will encourage a deeper engagement with learning outcomes across the education sector and at the same time clearly demonstrate the beneﬁts of using those products. We are now deﬁning the practical approach that we will take to reporting publicly on learning outcomes in 2018, and how we will demonstrate and report on our progress along the ‘Path to Efficacy’. Below, we summarise our work to date and share our priorities for 2014. Our approach will continue to be reﬁned in the coming years as we work towards our goal, and we will consult upon it within and outside of Pearson through 2014 and beyond. Our vision is that by 2018, we will report on learning outcomes alongside our ﬁnancial results. We welcome comments, feedback and support as we take our next steps. Please email our senior vice-president of efficacy, Saad Rizvi saad.rizvi@pearson.com with any questions or comments that you may have. Pearson’s Efficacy Framework and Review Process Pearson has developed an Efficacy Framework to support our product development and management teams to deﬁne measurable learning outcomes for Pearson products and services, and progressively to improve the likelihood of achieving them. The Framework is a tool of systematic discovery that helps us to ask key questions about our solutions, and evaluate the likelihood that they will deliver their intended learner outcomes. A standardised Efficacy Review process accompanies the Framework to ensure its wide and consistent use across the organisation. More detail on the Framework, review process and scoring system can be found at efficacy.pearson.com Section 1 Overview 15 RATING RATIONALE SUMMARY T H E E F F I C AC Y F R A M E WO R K CRITERIA AREA OUTCOMES Intended outcomes Overall design Value for money EVIDENCE Comprehensiveness of evidence Quality of evidence Application of evidence How it works Using this Framework we assess the potential efficacy of a product or programme against 12 criteria. By giving each criteria a rating on the four point scale (green to red) we gauge the likely overall effectiveness of a product. The Framework serves to identify speciﬁc areas which, if improved, will increase our likelihood of intended impact. Teams are able focus their activity on taking these steps before the product is assessed again. PLANNING AND IMPLEMENTATION KEY Action plan Governance Monitoring and reporting CAPACITY TO DELIVER Pearson capacity and culture Customer capacity and culture Stakeholder relationships Green: Requires small number of minor actions. Amber/green: Requires some actions (some urgent and some non-urgent). Amber/red: Requires large number of urgent actions. Red: Highly problematic requiring substantial number of urgent actions. E M B E D D I N G T H E E F F I C AC Y F R A M E WO R K Our progress Our plans in 2014 › In 2012, we began using the Efficacy Framework to review all investments above $3m in value, and in 2014 all investments above $1m will undergo a review. Products and programmes are repeatedly reviewed over time to ensure progress and improvements are being made. › Pearson acquisition opportunities are reviewed using the Framework to evaluate the opportunity to improve learning outcomes through Pearson ownership. › We will now focus on securing the consistency with which the Framework is applied by clarifying our definitions and expectations of research, efficacy and quality standards. Key statistics at year end 2013 123 33% Reviews completed, including nine potential acquisitions and 14 internal functions Showed progress in repeat reviews › A standardised Pearson Product Lifecycle will be introduced, ensuring that the principles which support greater efficacy are embedded consistently in all new product investments. › We will increase the number of repeat Reviews on single products, and increase the percentage of products showing an improved score between Reviews. › Pearson’s Lines of Business and Geographies will be reviewed against Key Performance Indicators which address the implementation of Pearson’s Efficacy Framework and Review processes. › At least 40 of our top products will have in place the detailed targets, measures and systems necessary to track learner outcomes over time. › All new product developments will have defined and measurable learner outcomes. › We will have at least three products which are already in a position to report on learning outcomes, covering the g range of learner ages and stages. g g O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 16 Pearson plc Annual report and accounts 2013 Pearson’s commitment to efficacy continued Towards reporting on outcomes Improving outcomes, in partnership By using the Efficacy Framework and committing to high standards of evidence, we will be better able to anticipate and mitigate potential challenges to our products’ efficacy, and to report back clear evidence as to their success in improving deﬁned learning outcomes. We are acutely aware that our efficacy challenge is not one we can meet alone. We rely on guidance, support and insights of our colleagues and partners across the education community. We see a signiﬁcant opportunity to work in collaboration to debate and address the broad educational research questions that will inform and improve our contribution to learning worldwide, and drive continuous improvement across education. As part of our commitment to efficacy in November, we brought together experts from inside and outside of education to share their perspectives on the opportunity ahead to improve learning outcomes globally through the paper Asking More: The Path to Efficacy. We also began a series of public engagements on the topic of efficacy, bringing together experts in dedicated events at the National Institute of Education in Singapore, and the MIT Media Lab in Boston. We also discussed the challenges around efficacy at important global events such as the Education World Forum in London and the World Economic Forum in Davos. The Efficacy Framework and Review process ensures that all Pearson products and programmes address the factors that could affect the learning outcomes that they are ultimately able to produce, in a consistent way. Scores on the Framework do not in themselves represent evidence of impact. Pearson’s ultimate goal is to produce evidence of impact against deﬁned learning outcomes for all of our products. Evidence will take a variety of forms depending on where a product is within its lifecycle. Efficacy evidence tends to be a longitudinal measure requiring multiple measurements over the lifecycle of a product. The standard of evidence that is available will vary by product according to the speciﬁc learning outcome targets for that product and its maturity. We anticipate therefore, that the nature of evidence will vary by product and time. We will be transparent about the standard for each of our products. TOWA R D S R E P O RTI N G O U TCO M ES Our plans in 2014 › We will investigate and consult on how best to define our evidence standards, working with an independent partner. › We will complete and share efficacy studies that demonstrate learner outcomes for several product categories. As we move towards 2018 › We will be able to make available increasing detail about the standard of evidence that exists for each of our products, in support of its stated intended outcome, and the estimated number of learners reached by that product. Our goal is to continually improve the standard of evidence available. › Executives will be measured on learner outcome-oriented KPIs, including the quality of evidence available across their product portfolios, along with financial returns. › KPIs will be updated and refined to include targets which capture Pearson’s aggregated impact on agreed learning outcomes. Areas addressed may include academic quality, emplo oyability, learner progression, access or affordability. employability, learner progression, access or affordability. P RO G R E S S I N 2 013 –14 An Avalanche is Coming Sir Michael Barber, Saad Rizvi, Katelyn Donnelly: published with think tank IPPR, this report explores the challenges and opportunities for higher education in an age of MOOCs, lifelong learning and students as consumers. www.ippr.org/publication/55/10432/ an-avalanche-is-coming-higher- education-and-the-revolution-ahead Learning Metrics Task Force Pearson co-chaired this Brookings Foundation initiative which sought input from more than 1,700 individuals in 118 countries to make a series of recommendations on improving learning opportunities and outcomes for children and young people worldwide. www.brookings.edu/research/ reports/2013/09/learning-metrics-task- force-universal-learning A Rich Seam: How New Pedagogies Find Deep Learning Published in partnership with ITSE, MaRS Discovery District and Nesta, Professor Michael Fullan and Maria Langworthy’s report asks how technology in schools is p changing the student-teacher relationship. gg researc research.pearson.com h.pearson.com We will continue and extend this programme of research, dialogue and engagement in 2014 and 2015, working with partners to pursue and share research outputs around eight key questions which we believe will shape the effectiveness of education in the future, through our new Global Research Function. This includes exploring educator quality and pedagogy, system reform and the future role of learning technologies and learning science in improving outcomes. Our research is now shared at research.pearson.com Section 1 Overview 17 Alive in the Swamp Professor Michael Fullan, Katelyn Donnelly: published with Nesta, this report addresses the impact of digital innovation in education. www.nesta.org.uk/publications/alive- swamp-assessing-digital-innovations- education Asking More: The Path to Efficacy This pamphlet shares insights from some of the world’s leading education practitioners and business people to highlight the urgent need for a global focus on outcomes in education. efficacy.pearson.com O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 18 Pearson plc Annual report and accounts 2013 Putting the learner at the heart of everything we do Our performance: 2013 ﬁnancial overview Section 2 Our performance 19 K E Y F I N A N C I A L GOA L S Adjusted earnings per share Pence 13 12 11 10 09 08 Robin Freestone, Chief ﬁnancial officer of Pearson Average annual growth (headline) 4% £m Operating cash ﬂow £m Operat ting cash ﬂow In 2013, Pearson increased sales by 2% in headline terms to £5.2bn generating adjusted operating proﬁt of £736m after net restructuring charges. 13 12 11 10 09 08 % Return on invested capital % Return on invested capital 13 12 11 10 09 08 Average capital/actual cash tax 70.1p 70.1p 82.6p 82.6p 86.0p 86.0p 77.5p 77.5p 65.4p 57.7p £588m £588m £788m £788m £983m £983m £1,057m £1,057m £913m £913m £796m 5.4% 5.4% 9.1% 9.1% 9.0% 9.0% 10.3% 10.3% 8.9% 8.9%8.9% 9.2% Penguin Random House was reported post-tax following completion of the transaction on 1 July 2013 and resulted in a £23m reduction in the contribution to operating income with an equal beneﬁt to our tax charge. We expensed £135m of net restructuring charges during the year. Adjusted operating proﬁt including the negative impact of Penguin Random House associate accounting but excluding the restructuring charges was £871m. The headline growth rates were helped by both currency movements and acquisitions. Currency movements increased sales by £19m (with a £50m beneﬁt primarily from a stronger dollar partly offset by a £31m reduction from non-dollar currency depreciation relative to sterling, primarily in emerging markets) but reduced operating proﬁts by £4m (with an £8m beneﬁt from a stronger dollar more than offset by a £12m reduction from non-dollar currency depreciation). At constant exchange rates (i.e. stripping out the impact of those currency movements), our sales and adjusted operating proﬁt grew 2% and declined 21%, respectively. Acquisitions contributed £119m to sales and £50m to operating proﬁts. This includes integration costs and investments related to our newly-acquired companies, which we expense. Disposals and our exit from Pearson in Practice reduced revenues by £49m but boosted operating income by £23m. Associate accounting arising from the Penguin Random House transaction reduced operating income by £23m. Stripping out the impact of portfolio changes, the Penguin Random House transaction, net restructuring costs and beneﬁt and currency movements, revenues grew by 1% underlying while adjusted operating proﬁt declined by 9%. Our tax rate in 2013 was 14.6% compared to 23.1% in 2012 reﬂecting the associate accounting impact from Penguin Random House and movements in tax settlements in each year. Adjusted earnings per share before the impact of net restructuring charges were 83.4p (2012: 82.6p). Total adjusted earnings per share after net restructuring charges were 70.1p. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 20 Pearson plc Annual report and accounts 2013 Our performance: 2013 ﬁnancial overview continued Cash generation Headline operating cash ﬂow declined by £200m reﬂecting restructuring and increased investment in new education programmes. Free cash ﬂow declined by £388m to £269m, additionally reﬂecting higher tax payments. Our average working capital to sales ratio improved by a further 0.4 percentage points to 13.4%, helped by lower inventory levels and the absence of Penguin in the second half of the year. Return on invested capital Our return on average invested capital was 5.4% (2012: 9.1%). ROIC was affected by lower underlying proﬁt, restructuring costs and higher cash taxes. Statutory results Our statutory results show a decrease of £29m in operating proﬁt to £458m, from £487m in 2012, reﬂecting the absence in 2013 of the £113m closure- related costs for Pearson in Practice in 2012, lower underlying proﬁts and restructuring costs. Basic earnings per share increased to 66.6p in 2013, up from 38.7p in 2012, mainly due to the Penguin Random House transaction. Balance sheet Our net debt increased to £1,379m (£918m in 2012) reﬂecting higher cash tax payments from settlements and deferred payments from 2012 due to Hurricane Sandy, lower cash conversion, costs associated with disposals, restructuring costs and increased pre- publication investment. Since 2000, Pearson’s net debt/EBITDA ratio has fallen from 3.9x to 1.6x and our interest cover has increased from 3.1x to 10.2x. Dividend The board is proposing a dividend increase of 7% to 48.0p, subject to shareholder approval. 2013 will be Pearson’s 22nd straight year of increasing our dividend above the rate of inﬂation. Over the past 10 years we have increased our dividend at a compound annual rate of 7%, returning more than £2.9bn to shareholders. We have a progressive dividend policy: we intend to build our dividend cover to around 2.0x over the long term, increasing our dividend more in line with earnings growth from then. Pence Dividend per share paid in ﬁscal year Pence Dividen nd per share paid in ﬁscal year 13 12 11 10 09 08 48.0p 45.0p 42.0p 38.7p 35.5p 33.8p Outlook 2014 In 2014, we will continue the major restructuring and product investment programme, initiated in 2013, designed to accelerate Pearson’s shift towards signiﬁcant growth opportunities in digital, services and fast-growing economies. We believe this will provide Pearson with a signiﬁcantly larger market opportunity, a sharper focus on the fastest-growing markets and stronger ﬁnancial returns. This restructuring coincides with continued structural, cyclical and policy-related pressures in some of our largest markets. At this early stage in the year, we expect to report adjusted earnings per share of between 62p and 67p in 2014. This guidance incorporates our expected trading environment, restructuring activity and product investment. This guidance also assumes current sterling exchange rates against the dollar and key emerging market currencies. The major factors behind our guidance are as follows: Portfolio changes The sale of Mergermarket to BC Partners was completed on 4 February 2014 and will reduce 2014 adjusted operating proﬁt before central costs by £28m. This will be partly offset by a part-year contribution from Grupo Multi, which will be diluted by integration costs and the weakness of the Real against sterling. We expect the contribution to adjusted operating proﬁt from Penguin Random House to be approximately £20m lower in 2014 compared to the £78m contribution in 2013. That reﬂects currency movements, integration charges (which will be concentrated in the ﬁrst half of 2014) and an additional half-year of associate accounting. Section 2 Our performance 21 In our Core markets (which include the UK and Australia), we see tough trading conditions in the UK as curriculum change affects school, vocational publishing and assessments, market stabilisation in Australia, and a new adoption year in Italy. In our Growth markets (which include Brazil, China, India and South Africa), we expect continued growth in China with Brazil beneﬁtting from a better year in public sistemas and a part-year contribution from Grupo Multi. We expect a slower year in South Africa after strong gains in 2013. Looking at our global Lines of Business, we expect School and Higher Education to remain challenging, especially in our two largest markets, North America and the UK. In Professional, we expect continued good growth in Pearson VUE and English with the Financial Times continuing to beneﬁt from its digital transition. Interest and tax We expect our interest charge to be similar to 2013 reﬂecting higher ﬂoating rates broadly offset by a weaker dollar against sterling. We expect a tax rate of between 19% and 21% on our total proﬁt before tax (which includes the post-tax contribution from Penguin Random House). As Pearson’s structure has changed to better suit our marketplace and aspirations, so must our ﬁnancial reporting change. In this year’s annual report, we discuss the progress made through the lens of our existing ﬁnancial reporting segments (North American Education, International Education, Professional and the Financial Times Group). We will report our 2014 revenues and operating proﬁt against new segments that better reﬂect the shape of our business; these will be by Geography (North America, Core and Growth) and by Line of Business (School, Higher Education and Professional). We will make available historical 2013 half-year and full-year revenues and operating proﬁt by Line of Business and Geography in the second quarter of 2014. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S Currency movements Pearson generates approximately 60% of its sales in the US. A ﬁve cent move in the average £:$ exchange rate for the full year (which in 2013 was £1:$1.57) has an impact of approximately 1.2p on adjusted earnings per share. The move from an average £/$ exchange rate of 1.57 in 2013 to the rate at the end of February of 1.67 will reduce operating income by approximately £30m if it continues for the full year. Similarly, when compared to 2013 average exchange rates, Sterling has signiﬁcantly appreciated against a range of non- dollar currencies, primarily in emerging markets. If current exchange rates for those markets persist throughout 2014, that would reduce operating income on our 2013 base business by a further £20m. Restructuring and investment programme We will beneﬁt from the absence of £176m of gross restructuring charges expensed in 2013, which we expect to generate £60m of incremental cost savings in 2014. These beneﬁts will be partly offset by an additional net restructuring charge of approximately £50m in 2014, primarily in North America and weighted towards the ﬁrst half of the year. Our goal is to complete our restructuring programme by the end of 2014, returning to more normal annual levels of restructuring expenditure from 2015. As previously announced, we expect additional product investment of approximately £50m in 2014 in digital, services and emerging markets to accelerate growth. Trading conditions We expect trading conditions to remain challenging in 2014, reﬂecting: In North America, our largest market, we expect college enrolments to decline again and some states to defer assessment programmes as they transition to the Common Core State Standards. Though we expect the School publishing market to show some improvement, we expect the beneﬁts to be largely offset by higher revenue deferrals and pre-publication amortisation. We expect margins to be lower in 2014 when compared to 2013, reﬂecting the above organic outlook, revenue mix, launch costs for major multi- year service-based contracts, higher amortisation and new product development expenditure. 22 Pearson plc Annual report and accounts 2013 Creating personalised products and services that meet learners’ needs and deliver measurable results Section 2 Our performance 23 Sales 2013 2012 £2,779m 2013 £2,658m 2012 Adjusted operating proﬁt Headline growth CER growth Underlying growth 5% 3% 0% Headline growth CER growth Underlying growth £406m £536m (24)% (25)% (30)% North American Education North American Education K E Y P E R F O R M A N C E I N D I C ATO R S North American Education is Pearson’s largest business, with 2013 sales of £2.8bn and operating proﬁt of £406m. C A S E S T U DY Online learning We introduced adaptive learning capabilities in over 200 MyLab and Mastering products across 11 subjects. Student registrations in North America grew 9% to almost 11 million. Usage continues to grow strongly with graded submissions up 15% to almost 370 million across the globe. Evaluation studies show that the use of MyLab programmes, as part of a broader course redesign, can signiﬁcantly improve student test scores and institutional efficiency (http://bit.ly/1derVjm). We acquired Learning Catalytics, which allows faculty to obtain real-time responses to open-ended or critical thinking questions, to determine which areas require further explanation, and enables earlier intervention to help improve retention and outcomes. Total number of MyLab registrations 11m 2013 9.9m 2012 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 24 Pearson plc Annual report and accounts 2013 North American Education North American Education continued continued In 2013, we generated good growth in our digital and services businesses, where we continue to invest to build scale and volume and solid growth in our school curriculum business, which beneﬁted from Common Core curriculum purchasing. Market conditions remained tough, with ongoing state budget pressures and the transition to the Common Core affecting our School assessment business. Lower enrolments affected Higher Education with the career college enrolments, where we have a strong market position, being particularly weak. In addition to these market pressures, our North American margins were further affected by £49m of net restructuring charges, reduced demand in our assessment business as states prepared for new Common Core testing and curriculum related investment and amortisation, the launch costs related to major multi-year service-based contracts in higher education, and increased returns provisions. Higher Education highlights in 2013 include: › In Higher Education, total enrolments fell 1.9%, with career enrolments in two-year public (community) and four-year for-profit declining 4.4%, affected by rising employment rates, state budget pressures and regulatory change affecting the for-profit and developmental learning sectors. The publishing market was broadly level with 2012 on a gross basis, according to the Association of American Publishers, while our higher education revenues grew 5% with an underlying decline more than offset by the contribution from Embanet. › We partnered with West Virginia University Parkersburg Online to redesign its Developmental Education curriculum using Competency-Based Education (CBE) modules. Our CourseConnect CBE products will enhance up to 220 existing courses and will be delivered through OpenClass where we will also provide access to eTextbooks, tutoring and media resources. Other CBE partnerships include Texas A&M University-Commerce, South Texas College, Kentucky Community & Technical College System and Northern Arizona University. School highlights in 2013 include: › For our School businesses, state funding pressures, the Federal sequester and the transition to Common Core assessments continued to make market conditions tough. Revenues grew modestly in 2013 with declines in state assessment contracts and learning assessments more than offset by gains in national assessment contracts for the PARCC consortium and the federal government’s NAEP programme, as well as demand for Connections Education’s virtual charter schools and Common Core reading/language arts and math programmes. › Actionable data is critical to personalising learning and boosting achievement. Our Schoolnet business aligns assessment, curriculum and other services to help individualise instruction and improve teacher effectiveness. PowerSchool helps teachers automate and manage student attendance records, gradebooks and timetables. › Schoolnet won significant contracts including two new Race to the Top State Instructional Improvement System contracts in New York and New Jersey, which takes the total number of state system contracts to seven; and new district contracts for Schoolnet assessment, educator development and learning management solutions in Dallas, Texas; Palm Beach, Florida; Philadelphia, Pennsylvania; and New York City. PowerSchool won new contracts in Charlotte- Mecklenberg, North Carolina; Grand Erie DSB, Ontario; and San Diego, California. Its mobile app connecting teachers, students and parents was downloaded by almost 3.4 million users. PowerSchool now supports almost 13 million students (in 70 countries), up more than 5% on 2012 while Schoolnet supports more than nine million students, up 7% on 2012. Section 2 Our performance 25 C A S E S T U DY Online learning programmes Enterprise-wide partnerships with Arizona State University Online, Ocean Community College, Indiana Wesleyan University and Rutgers, where we run fully online learning programmes and earn revenues based on the success of the students and the institution, gained more than 64,000 student registrations, up 45% on 2012. In January 2014, we extended our partnership with the University of Florida to include both its graduate and under graduate programmes providing technology, e-Textbooks, recruitment marketing, enrolment management, student support and retention services. manag gement, student support and retention services. Pearson Embanet increased new student enrolments by 8% to almost 12,000 and total student enrolment by 6.5% to more than 27,000; adding 16 new programmes, launching three new key academic partners with Adelphi University, Villanova University and University of Maryland; and expanding partnerships with existing customers such as Maryville and Northeastern. More than 200 colleges are working with Pearson to build online learning programmes that improve access to high quality undergraduate and graduate degree programmes. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S › ACT Aspire, a college and career readiness assessment aligned to the Common Core State Standards, successfully launched its first field test on the new TestNav 8 assessment system. ACT Aspire is a joint venture between Pearson and ACT, Inc. Alabama is the first state to adopt the ACT Aspire system for measuring the Common Core State Standards. › Connections Education, which operates K-12 managed virtual public schools, managed blended public schools, and a private school, served almost 51,000 students in December 2013, up more than 20% from 2012, and now operates 33 managed public schools in 23 states and an international private virtual school. Connections Education also provides virtual and blended services to school districts and other schools seeking to incorporate virtual learning into their programmes. Connections Academy Schools have consistently high performance ratings, particularly in states focused on measuring growth in student learning. 26 Pearson plc Annual report and accounts 2013 North American Education continued › The Partnership for Assessment of Readiness for College and Careers (PARCC), a consortium of 18 states, awarded Pearson several contracts to deliver test item tryouts, develop field tests and to provide the online delivery platform using our cloud-based, mobile-ready TestNav 8 system for new English and mathematics assessments. The assessments will be based on what students need to be ready for college and careers, and will measure and track their progress along the way. We helped Kentucky and New York deliver the first Common Core aligned state assessments, and we won new online assessment programmes in Colorado, Minnesota and Mississippi. We continued to produce strong growth in secure online testing. We delivered almost 12 million secure online tests, up 33% on 2012. Legislative changes in Texas and California reduced the scope of assessments ahead of Common Core implementation. › We renewed our contract with the US Department of Education to administer the National Assessment of Educational Progress (NAEP) for the 2013–2017 assessment cycles and won a number of state contract extensions in Georgia, Puerto Rico, Tennessee, Maryland, Arizona, South Dakota and Oklahoma. We were selected by the National Board of Professional Teaching Standards (NBPTS) as their partner to develop their next-generation programmes, and deliver and support NBPTS through 2025. C A S E S T U DY Mental health administration Pearson Clinical Assessment launched Q-interactive, a portable digital tool that enables mental health professionals to automatically manage the administration of clinical assessments, digital stimuli, response recording through stylus notes and audio. It serves 1,500 users within hospitals, private practice, and schools in ﬁve countries (US, UK, Australia, Canada and Netherlands). Paid test administrations have increased ten-fold since launch. Section 2 Our performance 27 C A S E S T U DY Learning Services In Learning Services, we performed well in new adoptions, taking a market leading 33% of the total new adoption market ($390m), with #1 positions in maths, science and social studies and a #2 position in Reading/Language Arts. We were selected by the two largest school districts in the US, Los Angeles Uniﬁed School District and New York City, to implement Common Core instructional programmes. New York City adopted our new K-5 Common Core English Language Arts programme, Ready Gen, and our middle school math offering, Connected Math. In Los Angeles Uniﬁed School District, we partnered with Apple to deliver our Distric ct, we partnered with Apple to deliver our innovative next generation digital learning Common Core System of Courses across K-12 Mathematics and English Language Arts, initially to 30,000 students. In both districts, we are providing professional development to thousands of teachers. Learners using our OnRamp to Algebra supplemental programme, which targets struggling maths students, signiﬁcantly out-gained peers using other supplemental maths programmes, achieving 20% increase in their percentile rank while their peers increased by only 3%. In addition, students of all ability levels using OnRamp to Algebra exceeded the gains of their peers. the gains of their peers. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 28 Pearson plc Annual report and accounts 2013 International Education K E Y P E R F O R M A N C E I N D I C ATO R S Our International Education business achieved another strong underlying performance in emerging markets, particularly in South Africa and China. C A S E S T U DY China Sales 2013 2012 £1,539m 2013 £1,568m 2012 Adjusted operating proﬁt Headline growth (2)% Headline growth CER growth Underlying growth 0% 1% CER growth Underlying growth £140m £214m (35)% (29)% (30)% In China, student enrolments at Wall Street English increased 7% to 65,000, boosted by good underlying demand. Our students rapidly acquire high-level English skills with average grade levels achieved rising by 14% during 2013. Enrolments at Global Education, our test preparation services for English language and vocational qualiﬁcations, increased 24% to more than 1.3 million, through 82 owned and 426 franchised learning centres with investment in learning centres and digital learning platforms enabling us to better meet learner demands and be a premier brand in test preparation. Around 70% of the high-end course students achieve IELTS 7.0 which demonstrates a high level of proﬁciency in English and a key grade when studying abroad. Wall Street English student enrolments in China 65,000 2013 61,000 2012 Our International education business achieved another strong underlying performance in emerging markets, particularly in South Africa and China. This growth was offset by weak textbook sales in developed markets; currency weakness against sterling; the exit from certain publishing businesses primarily in Australia, Japan, Germany, France and the UK; increased customisation resulting from the Kirtsaeng ruling in the US; and policy changes affecting qualiﬁcations and textbook publishing in the UK. Although margins before restructuring charges were similar to 2012, reported margins fell due to £69m of net restructuring charges expensed during the year. More than 1.3 million students registered for our MyLab digital learning, homework and assessment programmes, an increase of 17%, with good growth in school, ELT and institutional selling in higher education. Key highlights in 2013 include: › Our Growth market revenues expanded strongly, boosted by curriculum change in South Africa, strong enrolment growth at CTI/MGI, and continued good growth in China; partly offset by weaker currencies against sterling, particularly in South Africa and enrolment declines in our public sistemas in Brazil. › In Mexico, our fully accredited online university partnership, UTEL, reached 6,000 active students in 20 undergraduate and two graduate programmes and through its services arm, Scala, signed its first three agreements to help campus-based universities make the transition to online. 5,400 students have completed short duration courses in programmes developed to address corporate and government workforce training needs. › In the Middle East, we won a five-year contract with the UAE’s Ministry of Education to provide leadership training and professional development for 700 current and future Emirati school principals, in partnership with the UK’s National College for Teaching and Leadership. We partnered with: Taibah University in Saudi Arabia to implement Foundation Level MyLabsPlus across four subjects for 16,000 students; Riyadh’s Princess Noura University in Saudi Arabia, the world’s largest female university, to provide 12,000 new students with IT course content (through our MyLabs e-learning technology) for tablets; and Qatar University to implement MyLabsPlus for 5,000 students. Section 2 Our performance 29 C A S E S T U DY South Africa In South Africa our market leading school publishing brands, Maskew Miller Longman and Heinemann, performed strongly in a year of signiﬁcant curriculum reform. Student enrolments grew strongly at CTI/MGI, our universities, up 15% to 11,700 across 13 campuses. › Our Core market revenues declined significantly, affected by curriculum change in the UK and the exit from publishing operations in Australia, Japan and Continental Europe. › In the UK, revenues declined due to a softer school curriculum and vocational qualifications (BTEC) market anticipating curriculum change. This was partly offset by a strong performance in the GCSE and A/AS level qualifications market. In higher education, we partnered with Leeds Metropolitan University to develop a suite of online learning business education courses. In assessment, we marked almost six million GCSE, A/AS Level and other examinations with more than 93% using onscreen technology. We marked 2.7 million test scripts for over half a million pupils taking National Curriculum Tests at Key Stage Two in 2013 and were selected to administer the test until 2016. 2013 also saw the first delivery of the Next generation BTEC qualifications to over 100,000 students, with a further 365,000 students to date enrolled for 2014/15 delivery. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 30 Pearson plc Annual report and accounts 2013 International Education continued › In Italy, revenues declined, with market conditions › In English Language Learning, Wall Street English (WSE), Pearson’s worldwide chain of English language centres for professionals, opened a new centre in Ho Chi Minh City in Vietnam (and is now present in 28 countries), and has 107 owned and 338 franchised centres. Our students rapidly acquire high-level English skills with average grade levels achieved rising by 8% during 2013. Student numbers grew slightly to 192,000. Registered users for ELL digital products grew 45% to 610,000 with MyEnglishLabs registrations up 51% to 400,000 and Our Discovery Island registrations, an online adventure aimed at Primary education, up almost 77% to 104,000. tough due to a one-year government mandated pause in new adoptions. › In Japan, GlobalEnglish and the FT partnered with Nikkei Inc on a ‘GlobalEnglish Nikkei edition’, an English language learning service to serve English students in the Japanese business community. We sold our school textbook publishing business, Kirihara Shoten, to management. › In Australia, market conditions were very tough, particularly in higher education where we exited the vocational publishing market. We continue to make good progress developing our digital and services business including significant sales of Secondary School Australian Curriculum ebooks. In higher education, we partnered with Monash University with an enterprise implementation of the MyLab suite of products for 6,500 students including faculty training, and to provide learning services and solutions for online graduate programmes including course development, marketing, student recruitment and retention, and faculty training. C A S E S T U DY Brazil In Brazil, we ended 2013 with 497,000 students (533,000 in 2012) in our public and private sistemas (or learning systems). In 2013, we added 24,000 net students in our three private sistemas, COC, Dom Bosco and Pueri Domus, up 7% on 2012. Tough market conditions for public sistemas resulted in lower enrolments in this post-election year but our NAME sistema includes the #1 performing lower secondary school in Brazil based on the 2011 IDEB (national public test) scores of 3,067 municipalities. 90% of our municipal customers tested 20% above the national standard and 70% of the municipalities that adopted NAME showed improvement in their IDEB scores. On 11 February 2014 we completed the acquisition of Grupo Multi, the largest provider of private language schools in Brazil serving over 800,000 students across more than 2,600 franchised schools. Professional Education K E Y P E R F O R M A N C E I N D I C ATO R S Our Professional Education business is focused on publishing, training, testing and certiﬁcation for professionals. Section 2 Our performance 31 Sales 2013 2012 Adjusted operating proﬁt £410m 2013 £390m 2012 Headline growth CER growth Underlying growth 5% 4% 8% Headline growth CER growth Underlying growth £57m £37m 54% 51% (7)% Our Professional Education business is focused on publishing, training, testing and certiﬁcation for professionals. The Professional division performed well, with good revenue and proﬁt growth in testing and training partly offset by declines in publishing. C A S E S T U DY Key highlights in 2013 include: › Professional publishing revenues and profits declined, with good profit growth in the US, underpinned by a strong performance in our direct ecommerce sales and at Safari Books Online, our joint-venture with O’Reilly Media, offset by exiting some of our professional publishing businesses in Continental Europe. › Professional testing continued to see good revenue and profit growth test volumes at Pearson VUE up 25% on 2012 to almost 12 million. Key contract renewals included tests for the American Board of Internal Medicine, the Association of Social Work Boards and the Pharmacy Technician Certification Board. We will continue to deliver our UK contract to administer the Driving Theory test for the DVSA until September 2016. We won a number of new contracts for computer-based testing including the Charter of Financial Analysts, Saudi Commission of Health Specialties and the Korean Productivity Centre. Vocational training in Saudi Arabia In Professional training, TQ grew strongly and was awarded a ﬁve-year contract by Saudi Arabia’s Colleges of Excellence to develop and operate three vocational colleges in Saudi Arabia, providing high quality vocational skills and qualiﬁcations. The three colleges opened in the second half of 2013 with an expected initial intake of 1,100 students, with an n expected initial intake of 1,100 students, rising to 8,000 students over time. rising t to 8,000 students over time. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 32 Pearson plc Annual report and accounts 2013 Financial Times Group K E Y P E R F O R M A N C E I N D I C ATO R S The Financial Times Group achieved proﬁts of £55m, an underlying increase of 17% year-on-year. Sales 2013 2012 Adjusted operating proﬁt £449m 2013 £443m 2012 Headline growth CER growth Underlying growth 1% 0% 0% Headline growth CER growth Underlying growth £55m £47m 17% 17% 17% C A S E S T U DY Growth in digital readership The FT’s total circulation grew 8% year-on-year to 652,000 across print and online, the highest paying readership in its 125-year history. FT.com digital subscriptions grew 31% to 415,000, more than offsetting planned reductions in print circulation. Digital subscribers now represent almost two-thirds of the FT’s total paying audience and corporate users grew nearly 60% to more than 260,000. We continue to invest to shift resources from analogue to digital and have further reduced leased printing capacity globally since 31 December 2012 from 20 to 16 sites. Financial Times digital subscriptions 415,000 2013 316,000 2012 2 0 1 3 Section 2 Our performance 33 C A S E S T U DY Executive education The FT continues to expand its executive education business. FT in Education products, including annotation tool FT Newslines, are now used by almost 300 education institutions, including 37 of the world’s top 50 business schools. The FT launched its Non-Executive Director (NED) Diploma in Hong Kong. More than a third of NED enrolments are More t than a third of NED enrolments are now outside the UK. now o utside the UK. The Financial Times Group achieved proﬁts of £55m, an underlying increase of 17% year-on-year. This was driven by strong growth in digital and content businesses and improved print circulation margins which more than offset weak advertising. Digital and services revenues accounted for 55% of FT Group revenues (31% in 2008). Content revenues comprised 63% of revenues (48% in 2008), while advertising accounted for 37% of FT Group revenues (52% in 2008). Key highlights in 2013 include: › Advertising continued to be short term and generally weak, but the FT increased its market share with luxury and financial sectors showing good growth in digital. › Mobile is an increasingly important channel for the FT, driving 62% of subscriber consumption, 45% of total traffic and almost a quarter of new digital subscriptions. The FT’s flagship web app now has more than 5 million users and new FT apps on Google Newsstand and Flipboard have strengthened our mobile offering. Other innovations, including launching 24-hour news service fastFT, redesigns to mobile apps and improvements to FT.com, have helped significantly increase overall digital engagement. › The Economist Group, in which Pearson owns a 50% stake, had a record operating profit after tax, up 3% on 2012. Content revenues accounted for 60% of total revenues (44% in 2008) and digital and services revenues comprised 39% of total revenues (29% in 2010). Global print and digital circulation at The Economist reached a record high of 1.6 million. › On 4 February 2014, we completed the disposal of Mergermarket to BC Partners for £382m, payable in cash. In 2013, Mergermarket contributed £108m of revenue and £28m of adjusted operating profit before central costs. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 34 Pearson plc Annual report and accounts 2013 Penguin Random House The merger of Penguin and Random House was completed on 1 July 2013. Bertelsmann owns 53% and Pearson owns 47% of Penguin Random House, the ﬁrst truly global consumer publishing company. Penguin Random House traded well in the second half of the year, with a strong bestseller performance in all major territories. Penguin Random House was reported post-tax following completion of the merger on 1 July 2013 and resulted in a £23m reduction in the contribution to our operating income with an equal beneﬁt to our tax charge. Market share normalised, following the unprecedented success of E L James’ 50 Shades of Grey trilogy for Random House in 2012. The integration of the two companies has commenced in each of its territories. Divisional structures are being combined, systems integration is underway, and the US business has announced a plan to consolidate distribution operations. Key highlights in 2013 include: › In Australia, where market conditions remain challenging, we had four out of the top five bestsellers for the year: Jeff Kinney’s Hard Luck: Diary of a Wimpy Kid; Jamie Oliver’s Jamie’s 15 Minute Meals and Save with Jamie; and Dan Brown’s Inferno. › In Brazil, Companhia das Letras (45% stake) posted strong revenue growth driven by an expanded publishing program. In a challenging market, Penguin Random House India had more than 40 titles pro forma on the 2013 Hindustan Times Nielsen top ten in combined categories. In China, our local-publishing programme continued to grow, with notable bestsellers, including My Life by Li Na. DK achieved significant growth through its co-edition model with Chinese publishers. In South Africa, Penguin Random House completed the purchase of the Times Media Group’s majority stake in Random House Struik, cementing our market leading position, but lost a significant agency contract during the year. › DK performed well, boosted by the exceptional performance of Brady Games® GTA V Strategy Guide™, which sold over 800,000 copies, and the ongoing success of the DK LEGO® properties, which sold almost 10 million units in 2013. › The pro forma ebook share of Penguin Random House global revenue is 20%. Ebook growth for Penguin continued but at a slower rate, while Random House ebook sales declined significantly year-on-year due to much lower sales for the Fifty Shades trilogy. Digital innovations included the launch of Bookscout, a dedicated app created for and with Facebook which enables sharing personalised reading recommendations among friends and online communities. › Penguin Random House’s authors won numerous major literary prizes around the world, including the 2013 Nobel Prize for Literature (Alice Munro); The National Book Award for Fiction in the US (James McBride’s The Good Lord Bird); and an unprecedented four US Pulitzer Prizes. › In self-publishing, Author Solutions performed well, growing significantly over 2012, and continuing to launch and plan for self-publishing imprints in conjunction with Penguin in such territories as India and South Africa. › For 2014, Penguin Random House has a strong publishing list with major new books from authors such as: Isabel Allende, Martin Amis, Lee Child, John Cleese, Harlan Coben, Steve Coogan, Lena Dunham, Janet Evanovich, Ken Follett, Stephen Fry, Robert Gates, Ina Garten, John Grisham, Deborah Harkness, Carl Hiaasen, Jan Karon, Sue Monk Kidd, Jeff Kinney, Michael Lewis, David Mitchell, Haruki Murakami, Jamie Oliver, James Patterson, Jodi Picoult, Nora Roberts, Danielle Steel, Colm Toibin, Jacqueline Wilson; and movie tie-in paperbacks of John Green’s The Fault in Our Stars; Gillian Flynn’s Gone Girl; and Laura Hillenbrand’s Unbroken. Section 2 Our performance 35 C A S E S T U DY Bestsellers in 2013 In the US, on a pro forma basis, Penguin and Random House published 480 New York Times bestsellers, including three out of the top ﬁve Bookscan adult ﬁction bestsellers for the year: Dan Brown’s Inferno, John Grisham’s Sycamore Row and Khaled Hosseini’s And The Mountains Echoed. Other New York Times bestsellers included, in adult nonﬁction: Sheryl Sandberg’s Lean in; Charles Krauthammer’s Things That Matter; and in children’s ﬁction: John Green’s #1 bestselling The Fault in Our Stars. In the UK, on a pro forma basis, Penguin and Random House published 102 Bookscan bestsellers including: Dan Brown’s Inferno; David Jason’s My Life; Jamie Oliver’s Save with Jamie; Rachel Joyce’s The Unlikely Pilgrimage of Harold Fry; Helen Fielding’s Bridget Jones: Mad About the Boy; and a strong ongoing overall performance from Jeff Kinney’s Diary of a Wimpy Kid series, and from its newest volume Hard Luck. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 36 36 Pearson plc Annual report and accounts 2013 Pearson plc Annual report and accounts 2013 More and more people want a better education and new ways of learning Other ﬁnancial information Net ﬁnance costs Net interest payable Finance income in respect of employee beneﬁt plans Other net ﬁnance costs Total net ﬁnance costs 2013 £m (72) (3) (1) (76) 2012 £m (65) (2) (29) (96) Net interest payable in 2013 was £72m, up from £65m in 2012. Although our ﬁxed rate policy reduces the impact of changes in market interest rates, we were still able to beneﬁt from low average US dollar and sterling interest rates during the year. Year-on-year, average three month LIBOR (weighted for the Group’s net borrowings in US dollars and sterling at each year end) fell by 0.2% to 0.3%. This decrease in ﬂoating market interest rates was offset by an increase in the Group’s average net debt which was the main driver behind the Group’s higher interest charge. These factors combined with lower levels of cash and deposits and the impact of new notes issued in 2013 created a decrease in the Group’s average net interest payable from 7.0% to 4.8%. The Group’s average net debt rose by £561m, largely reﬂecting acquisition activity, cash costs relating to the formation of Penguin Random House (PRH) and cash paid in respect of the closure of Pearson in Practice in 2012 together with an increase in tax and dividend payments which more than offset cash generated from operations. Cash generated from operations was lower in 2013 partly as a result of restructuring activity in the year. Net ﬁnance costs relating to post-retirement plans have been restated to reﬂect the adoption of IAS 19 (revised) and under the new standard was £3m in 2013 compared to £2m in 2012. Finance costs relating to retirement beneﬁts have been excluded from our adjusted earnings as we believe the new presentation does not reﬂect the economic substance of the underlying assets and liabilities. Also included in the statutory deﬁnition of net ﬁnance costs are ﬁnance costs on put options and deferred consideration associated with acquisitions, foreign exchange and other gains and losses. Finance costs for put options and deferred consideration are excluded from adjusted earnings as they relate to future earn outs and similar payments on acquisitions and therefore do not reﬂect cash expended. Foreign exchange and other gains and losses are Section 2 Our performance 37 excluded from adjusted earnings as they represent short-term ﬂuctuations in market value and are subject to signiﬁcant volatility. These other gains and losses may not be realised in due course as it is normally the intention to hold the related instruments to maturity. In 2013, the total of these items excluded from adjusted earnings was a loss of £1m compared to a loss of £29m in 2012. The majority of the loss in 2012 relates to movements in the valuation of put options associated with acquisitions. In 2013 losses relating to put options were largely offset by foreign exchange gains on a proportion of unhedged US dollar assets. Funding position and liquid resources The Group ﬁnances its operations by a mixture of cash ﬂows from operations, short-term borrowings from banks and commercial paper markets, and longer-term loans from banks and capital markets. Our objective is to secure continuity of funding at a reasonable cost from diverse sources and with varying maturities. The Group does not use off-balance sheet special purpose entities as a source of liquidity or for any other ﬁnancing purposes. The net debt position of the Group is set out below. Cash and cash equivalents Marketable securities Net derivative assets Bonds Bank loans and overdrafts Finance leases 2013 £m 729 6 76 2012 £m 1,062 6 178 (2,168) (2,200) (47) (11) (55) (17) Net debt – continuing (1,415) (1,026) Net cash classiﬁed as held for sale 36 Total net debt (1,379) 108 (918) Acquisition activity, cash costs relating to the formation of PRH and cash paid in respect of the closure of Pearson in Practice in 2012 together with an increase in tax and dividend payments and lower than expected cash generation in 2013 are the largest contributors to the increase in the Group’s net debt. Reﬂecting the geographical and currency split of our business, a large proportion of our debt is denominated in US dollars (see note 19 for our policy). The strengthening of sterling against the US dollar during 2013 (from $1.63 to $1.66:£1) decreases the sterling equivalent value of our reported net debt. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 38 Pearson plc Annual report and accounts 2013 Other ﬁnancial information continued The Group’s credit ratings remained unchanged during the year. The long-term ratings are Baa1 from Moody’s and BBB+ from Standard & Poor’s, and the short-term ratings are P2 and A2 respectively. In January 2014, Moody’s changed the outlook on their short-term and long-term ratings from ‘Stable’ to ‘Negative’. In May 2013, the Group accessed the capital markets, raising $500m through the sale of notes maturing in May 2023 and bearing interest at 3.25%. The notes were swapped to ﬂoating rate to conform with the policy described in note 19. The Group has a $1,750m committed revolving credit facility which matures in November 2015. At 31 December 2013 this facility was undrawn. The facility is used for short-term drawings and providing reﬁnancing capabilities, including acting as a back-up for our US commercial paper programme. This programme is primarily used to ﬁnance our US working capital requirements, in particular our US educational businesses which have a peak borrowing requirement in June. At 31 December 2013, no commercial paper was outstanding. The Group also maintains other committed and uncommitted facilities to ﬁnance short-term working capital requirements in the ordinary course of business. Further details of the Group’s approach to the management of ﬁnancial risks are set out in note 19 to the ﬁnancial statements. Taxation The effective tax rate on adjusted earnings in 2013 was 14.6% as compared to an effective rate of 23.1% in 2012. The reduction in the rate is partly explained by the associate accounting treatment of our investment in PRH – tax on the proﬁts of PRH are netted against proﬁts in the presentation of the associate interest and is not included in the tax line. Our overseas proﬁts, which arise mainly in the US, are largely subject to tax at higher rates than that in the UK (which had an effective statutory rate of 23.25% in 2013 and 24.5% in 2012). These higher tax rates were largely offset by amortisation-related tax deductions and by adjustments arising from settlements with tax authorities. The reported tax charge on a statutory basis was £87m (22.8%) compared to a charge of £138m (35.3%) in 2012. The decrease in the statutory rate is due to the factors affecting the adjusted rate as described above but is also exacerbated by the lack of tax relief in 2012 on the loss on closure of Pearson in Practice. Tax paid in 2013 was £246m compared to £65m in 2012. Tax paid in 2012 was unusually low as a result of the permitted deferral of US tax payments following Hurricane Sandy. These payments were subsequently made in 2013 and were accompanied by additional payments arising from settlements with tax authorities including £55m relating to prior year disposals. Discontinued operations In October 2012, Pearson and Bertelsmann announced an agreement to create a new consumer publishing business by combining Penguin and Random House. The transaction completed on 1 July 2013 and resulted in a gain on the disposal of the Penguin assets of £202m. The gain arises as Pearson no longer has control of the Penguin Group of companies. The 47% interest in the new Penguin Random House (PRH) venture has been accounted for as an equity investment from 1 July 2013. The loss of control resulted in the Penguin business being classiﬁed as held for sale on the Pearson balance sheet at 31 December 2012 and the results for both 2012 and the ﬁrst six months of 2013 have been included in discontinued operations. The share of proﬁt from associate interest in the PRH venture arising in the second half of the year has been included in operating proﬁt in continuing operations net of tax of £23m. Additionally on 29 November 2013 we announced the sale on the Mergermarket Group to BC Partners. The sale was completed on 4 February 2014 and the Mergermarket business has been classiﬁed as held for sale on the balance sheet at 31 December 2013. The results for both 2012 and 2013 have been included in discontinued operations. Non-controlling interest There are non-controlling interests in the Group’s businesses in the US, South Africa and China although none of these are material to the Group numbers. Some of the minorities in South Africa and the minorities in India were bought out in the year. Other comprehensive income Included in other comprehensive income are the net exchange differences on translation of foreign operations. The net loss on translation of £217m in 2013 compares to a loss in 2012 of £238m and is principally due to movements in the US dollar. A signiﬁcant proportion of the Group’s operations is based in the US and the US dollar weakened slightly in 2013 from an opening rate of £1:$1.63 to a closing rate at the end of 2013 of £1:$1.66. At the end of 2012 the US dollar had also weakened in comparison to the opening rate moving from £1:$1.55 to £1:$1.63. Section 2 Our performance 39 Also included in other comprehensive income in 2013 is an actuarial gain of £79m in relation to post retirement plans. This gain arises from changes in the assumptions used to value the liabilities and from returns on plan assets that are in excess of the discount rate. The gain compares to an actuarial loss for 2012 of £103m. Dividends The dividend accounted for in our 2013 ﬁnancial statements totalling £372m represents the ﬁnal dividend in respect of 2012 (30.0p) and the interim dividend for 2013 (16.0p). We are proposing a ﬁnal dividend for 2013 of 32.0p, bringing the total paid and payable in respect of 2013 to 48.0p, a 7% increase on 2012. This ﬁnal 2013 dividend which was approved by the board in February 2014, is subject to approval at the forthcoming AGM and will be charged against 2014 proﬁts. For 2013, the dividend is covered 1.5 times by adjusted earnings. We seek to maintain a balance between the requirements of our shareholders for a rising stream of dividend income and the reinvestment opportunities which we identify around the Group and through acquisitions. The board expects to raise the dividend above inﬂation, more in line with earnings growth, thereby maintaining dividend cover at around two times earnings in the long term. Pensions Pearson operates a variety of pension plans. Our UK group plan has by far the largest deﬁned beneﬁt section. We have some smaller deﬁned beneﬁt sections in the US and Canada but, outside the UK, most of our companies operate deﬁned contribution plans. The charge to proﬁt in respect of worldwide pensions and retirement beneﬁts after restating 2012 ﬁgures for IAS 19 (revised) and including discontinued operations amounted to £104m in 2013 (2012: £114m) of which a charge of £101m (2012: £112m) was reported in adjusted operating proﬁt and £3m (2012: £2m) was reported against other net ﬁnance costs. The overall deﬁcit on the UK group plan of £19m at the end of 2012 has become a surplus of £86m at the end of 2013. The movement has arisen principally due to favourable asset returns and deﬁcit funding. In total, our worldwide deﬁcit in respect of pensions and other post retirement beneﬁts fell from a deﬁcit of £172m at the end of 2012 to a net deﬁcit of £56m at the end of 2013. Acquisitions and disposals During the year the Group purchased a 5% interest in NOOK Media for $89.5m. The Nook investment was made as part of the strategy to accelerate our move into digital content and personalised learning and was made at the same time as entering into a commercial arrangement to work together on device- agnostic platforms. Also in the year we have completed the purchase of remaining minorities interests in some of our South African and Indian businesses. The acquisition of Grupo Multi for £492m, announced in December 2013, completed in February 2014 and has not been reﬂected in the ﬁnancial statements at 31 December 2013. In the ﬁrst half of the year the FT Group disposed of its associate interest in BDFM, the South African Business Media Group realising a small loss and in July 2013 the International business disposed of its Japanese school and local publishing assets via a management buy-out for a nominal sum. The sale of Mergermarket will be accounted for in 2014. Net cash consideration for all acquisitions made in the year ended 31 December 2013 was £198m including the investment in NOOK and provisional goodwill recognised was £19m. In total, acquisitions completed in the year contributed an additional £15m of sales but did not contribute a material amount to operating proﬁt. Return on invested capital (ROIC) Our ROIC is calculated as total adjusted operating proﬁt less cash tax, expressed as a percentage of average gross invested capital. ROIC fell in 2013 to 5.4% from 9.1% in 2012. Reduced proﬁt and increased tax payments are the main reasons for the movement. Related party transactions Transactions with related parties are shown in note 37 of the ﬁnancial statements. Post-balance sheet events On 4 February 2014 the Group completed the sale of Mergermarket for £382m. On 11 February 2014, we acquired 100% of Grupo Multi, the leading adult English language training company in Brazil for approximately £435m in cash plus the assumption of £57m of debt. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 40 Pearson plc Annual report and accounts 2013 Applying and working with the best technology, innovation and expertise from around the world Principal risks and uncertainties Our principal risks and uncertainties are outlined below. These are the most signiﬁcant risks that may adversely affect our business strategy, ﬁnancial position or future performance. The risk assessment process evaluates the probability of the risk materialising and the ﬁnancial or strategic impact of the risk. Those risks which have a higher probability and signiﬁcant impact on strategy, reputation or operations or a ﬁnancial impact greater than £40 million are identiﬁed as principal risks. The risk assessment and reporting criteria are designed to provide the board with a consistent, Group-wide perspective of the key risks. The reports to the board, which are submitted twice per year, include an assessment of the probability and impact of risks materialising, as well as risk mitigation initiatives and their effectiveness. Section 2 Our performance 41 We conduct regular risk reviews to identify risk factors which may affect our business and ﬁnancial performance and to assist management in prioritising their response to those risks. Our Group internal audit and compliance function facilitates risk reviews with each business, shared service operations and corporate functions, identifying measures and controls to mitigate these risks. These reviews are designed so that the different businesses are able to tailor and adapt their risk management processes to suit their speciﬁc circumstances. Management is responsible for considering and executing the appropriate action to mitigate these risks whenever possible. It is not possible to identify every risk that could affect our businesses, and the actions taken to mitigate the risks described below cannot provide absolute assurance that a risk will not materialise and/or adversely affect our business or ﬁnancial performance. P R I N C I PA L R I S K S – I M PAC T A N D P RO B A B I L IT Y T C A P M I EDUC ATION R EG U L ATI O N A N D F U N D I N G TEC H N O LOGY C H A N G ES B R AN D/ R E P U TATI O N M A N AG EM ENT BUSINESS TRANSFORMATION ECON O M IC U N C ERTA I NTI ES INTELLECTUAL PROPERTY RIGHTS EM ERG I NG M A R K E T S ACQ U I S ITI ON S AN D M ERG ERS DATA PR I VAC Y B R E AC H TESTI N G FA I LU R ES P RO B A B I L IT Y O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 42 Pearson plc Annual report and accounts 2013 Principal risks and uncertainties continued Principal risks TEC H N O LOGY C H A N G ES Our businesses will be impacted by the rate of and state of technological change, including the digital revolution and other disruptive technologies. We operate in markets which are dependent on Information Technology (IT) systems and technological change. The transition of our products and services to digital increases the potential exposure to cyber threats. E D U C ATI O N R EG U L ATI O N A N D F U N D I N G Our US and UK educational solutions and assessment businesses may be affected by changes in government funding resulting from either general economic conditions, changes in government educational funding, programmes, policy decisions, legislation and/or changes in the procurement processes. ECO N O M I C U N C E RTA I N TI E S Global economic conditions may adversely impact our ﬁnancial performance. A signiﬁcant deterioration in Group proﬁtability and/or cash ﬂow caused by prolonged economic instability could reduce our liquidity and/or impair our ﬁnancial ratios, and trigger a need to raise additional funds from the capital markets and/or renegotiate our banking covenants. We generate a substantial proportion of our revenue in foreign currencies, particularly the US dollar, and foreign exchange rate ﬂuctuation could adversely affect our earnings and the strength of our balance sheet. Mitigating factors Our global education strategy will drive a faster move to digital and services, recognising that this is a signiﬁcant opportunity for Pearson, as well as a potential risk. We are transforming our products and services for the digital environment along with managing our print inventories. Our content is being adapted to new technologies across our businesses and is priced to drive demand. We develop new distribution channels by adapting our product offering and investing in new formats. We seek to mitigate IT risks by establishing strong IT policies and operational controls, employing project management techniques to manage new software developments and/or systems implementations and have implemented an array of security measures to protect our IT assets from attacks or failures that could impact the conﬁdentiality, availability or integrity of our systems. In the US we actively monitor changes through participation in advisory boards and representation on standard setting committees. Our customer relationship teams have detailed knowledge of each state market. We are investing in new and innovative ways to expand and combine our products and services to provide a superior customer offering when compared to our competitors, thereby reducing our reliance on any particular funding stream in the US market. We work through our own corporate affairs team and our industry trade associations including the Association of American Publishers. We are also monitoring municipal funding and the impact on our education receivables. In the UK we maintain relationships with those government departments and agencies that are responsible for policy and funding. We work proactively with them to ensure our programmes meet existing and new government objectives at the right quality. The Group’s approach to funding is described on page 37 and the Group’s approach to the management of ﬁnancial risks is set out in note 19 to the ﬁnancial statements. Principal risks B U S I N ES S TR A N S F O R M ATI O N The pace and scope of our business transformation initiatives increase the execution risk that beneﬁts may not be fully realised, costs of these changes may increase, or that our business as usual activities do not perform in line with expectations. If we fail to attract and retain appropriately skilled employees, our business may be harmed. B R A N D/ R E P U TATI O N M A N AG E M E N T Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our business. Section 2 Our performance 43 Mitigating factors A chief transformation officer was appointed in 2013, to oversee the development and implementation of a signiﬁcant change programme. Some of the key mitigations for potential execution risk include change management workshops for senior leaders; additional support for people moving to new roles; and regular communication from the CEO and his leadership team in person and by online videos. To clarify decision-making authority and accountability in the new global matrix organisation, worked examples of day-to-day activities have been developed, including customer-facing activities such as developing and delivering online education services. Our trading update in January 2014 noted the importance of our transformation and our decisions on timing of changes such as deferring sales-related restructuring to avoid key selling periods. Through the changes during 2013, we have been successful in promoting our best internal talent and recruiting individuals who are global leaders in their speciﬁc ﬁeld. Further details of how we are managing the risks associated with transformational change are set out under ‘Responsible business’ from page 47. We seek to mitigate this risk through the development of comprehensive processes to enable our business units to effectively manage relationships with stakeholders, customers, communities and employees. We have an ongoing process to understand and evaluate potential brand threats and monitor and evaluate information about our brand across media sources. This process and associated governance includes the reputation and responsibility committee. The committee met during 2013 and has considered a number of topics including Pearson’s non-ﬁnancial targets, brand and reputation metrics and reputational risk and mitigations associated with testing failures in the US. We take very seriously the health, safety, wellbeing and protection of our employees, learners and customers and implement appropriate policies, standards and procedures. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 44 Pearson plc Annual report and accounts 2013 Principal risks and uncertainties continued Principal risks E M E RG I N G M A R K E T S Our investment into inherently riskier emerging markets is growing and the returns may be lower than anticipated. I N T E L L EC T UA L P RO P E RT Y R I G H T S If we do not adequately protect our intellectual property and proprietary rights our competitive position and results may be adversely affected and limit our ability to grow. ACQ U I S ITI O N S A N D M E RG E R S Failure to generate anticipated revenue growth, synergies and/or cost savings from acquisitions, mergers and other business combinations could lead to goodwill and intangible asset impairments. Mitigating factors We draw on our experience of developing businesses internationally to manage speciﬁc country risks. We have designed and adopted an operating model for a globally- connected education company and we continue to strengthen our ﬁnancial control and managerial resources in emerging markets to manage expansion. The diversiﬁcation of our international portfolio, and relative size of emerging markets in relation to the Group, further minimises the effect any one territory could have on the overall Group results. We seek to mitigate this type of risk through general vigilance, co-operation with other publishers and trade associations, advances in technology, as well as recourse to law as necessary. Digital rights management standards and monitoring programmes have been developed. We have a piracy task force to identify weaknesses and remediate breaches. We monitor activities and regulations in each market for developments in copyright/intellectual property law and enforcement and take legal action where necessary. We perform pre-transaction due diligence and closely monitor actual performance to ensure we are meeting operational and ﬁnancial targets. Any divergence from these plans will result in management action to improve performance and minimise the risk of any impairments. Executive management and the board receive regular reports on the status of acquisitions and mergers. Section 2 Our performance 45 Mitigating factors Through our global enterprise information security and compliance programme, we have established a governance model; security and privacy framework and policies; a global security and privacy organisational model; and standard-based information security and privacy controls and practices. We constantly test and re-evaluate our data security procedures and controls across all our businesses with the aim of ensuring personal data is secured and we comply with relevant legislation and contractual requirements. We pursue appropriate privacy accreditations, e.g., TRUSTe Privacy and Safe Harbor Seal. We regularly monitor regulation changes to assess the impact on existing processes and programmes. We have established a global security operations centre that provides ongoing monitoring of potential malicious attacks on our infrastructure and systems. We seek to minimise the risk of a breakdown in our student marking with the use of robust quality assurance procedures and controls and oversight of contract performance, combined with our investment in technology, project management and skills development of our people. In addition to the internal business procedures and controls implemented to ensure we successfully deliver on our contractual commitments, we also seek to develop and maintain good relationships with our customers to minimise associated risks. We also look to diversify our portfolio to minimise reliance on any single contract. Principal risks DATA P R I VAC Y B R E AC H Failure to comply with data privacy regulations and standards or weakness in information security, including a failure to prevent or detect a malicious attack on our systems, could result in a major data privacy breach causing reputational damage to our brands and ﬁnancial loss. TES TI N G FA I LU R ES A control breakdown or service failure in our school assessment and qualiﬁcations businesses could result in ﬁnancial loss and reputational damage. Our professional services and school assessment businesses involve complex contractual relationships with both government agencies and commercial customers for the provision of various testing services. Our ﬁnancial results, growth prospects and/or reputation may be adversely affected if these contracts and relationships are poorly managed. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 46 Pearson plc Annual report and accounts 2013 Improving learner outcomes at scale, and at lower cost Section 3 Responsible business 47 Responsible business Our purpose as a company is to help people all over the world make progress in their lives through learning. In 2010, we identiﬁed three key issues as the focus of the responsibility strategy for our company: raising literacy levels; improving learning outcomes and contributing to competitiveness. Last year, we signalled that 2013 would be a year of signiﬁcant change for Pearson as we developed our global educational strategy and looked forward to the creation of Penguin Random House. We also made a commitment to look at our responsibility framework using four questions to guide us: › Are the three key issues still the right ones for us? › How should we measure and report the educational impact of our products and services? › What commitments and targets should we set ourselves? › What are the big unmet educational needs that we can help tackle? As our work on the global education strategy progressed, so a clear priority emerged – to deliver for the learner is the single most important contribution that Pearson can make to social and economic wellbeing. The tools and means by which we will deliver for the learner has become the efficacy agenda and this is central to our global education strategy. To reﬂect the importance of learning outcomes, we have introduced a new efficacy section in our annual report (page 14). In that section we describe our commitments and targets on measurement and reporting as we go down the path towards efficacy. Our vision is that by 2018, we will report on learning outcomes alongside our ﬁnancial results. This section will now report on our wider responsible business agenda. We welcome feedback on this aspect of the company as we do on any other. Please email our director of corporate responsibility at peter.hughes@pearson.com with any questions or comments you may have. Together with sections one and two of this document, this section forms our strategic report, which was approved for issue by the board of directors on 10 March 2014 and signed on its behalf by: Robin Freestone Chief ﬁnancial officer (and board member responsible for corporate responsibility) O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 48 Pearson plc Annual report and accounts 2013 Responsible business continued Overview Helping learners to learn and progress is both the focus of our business strategy and the single most signiﬁcant social contribution we can make. The section on efficacy (page 14) describes the approach we are taking to our responsibilities towards the learner. In addition, Pearson has adopted a broad deﬁnition of responsible business reﬂecting priorities we share with many industry sectors and individual businesses. These include commitments across a broad range of social, community and human rights issues relevant to Pearson to: › Ensure that our products and services are inclusive, appropriate in content to the age and location of the learner and are safe to use and access. › Inform, support and equip colleagues to embrace and respond to new priorities and ways of working. › Provide a safe, healthy workplace where our employees and increasingly the learners we directly serve are able to realise their individual potential and there is respect for privacy, dignity and life outside work. › Extend our principles on labour standards, human rights and environmental responsibility to include suppliers and business partners. › Provide opportunities for Pearson people to be good citizens and to get involved in their local communities. › Deliver against stakeholder expectations on a response to climate change and in making better, more efficient use of resources. › Be open and transparent in how we share and engage with those with an interest and passion for education and learning. We consider our policies relating to these matters to be effective. Transforming our company – supporting our people through change Last year, we announced our plans to transform Pearson into a single company driven by a focus on helping learners make measurable progress in their lives through learning. A priority for 2013 was to design and put in place a new organisational structure that shifted the company from being a portfolio of businesses towards a single operating model with standard systems, clear accountability and quicker decision-making. We recognised that change can be both inspiring and empowering but can also bring operational risks. To mitigate this, we: › Were clear about the purpose of the change to better focus on a shared single purpose of delivering for the learner. › Held change management workshops for senior leadership teams to prepare for the new organisational structure and operating model supported by videos, blogs, emails and interactive materials. › Introduced the new leadership team and their priorities for 2014, both virtually and in-person. › Explained how the new operating model would work, focusing on better use of information, improved efficiency and cohesiveness in collaborating on strategic priorities. › Supported the people that left the organisation as a result of the restructure. › Continually tracked morale and reaction to change to inform and shape how we communicated and supported our people. At the same time, we continued to focus on our broader responsibilities as an employer. During the year, Pearson: › Launched Milo, a single global platform for all our people to access learning and development resources. › Adopted a new consistent global health and safety policy and introduced a new set of common management and reporting procedures for our businesses globally. › Reviewed and refreshed our code of conduct including emphasising our commitment to learners of all ages and types. › Continued to focus on how to meet our commitments to attract, recruit and retain the best people. We know that creating and sustaining an inclusive work environment is critically important, offering equal opportunity from the boardroom down regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation. Section 3 Responsible business 49 C A S E S T U DY Gender diversity During 2013, we continued with the development of the gender diversity strategy at Pearson. Pearson is a supporter of the 30% Club which brings together chairs and CEOs to work to encourage better gender balance across their companies. There was continued progress in advancing women and people from diverse backgrounds. An example of our work is the diversity toolkit introduced in the UK in 2012, and launched in the United States and made available globally in 2013. Designed for managers and business leaders across Pearson, it is made up of guides, tips, advice and employment law, to enable our leaders to successfully build, manage, and develop their diversity management skills. We introduced a single global data collection process based on our new operating structure to help inform people management. This includes our ﬁrst global view on the gender balance within the company. More work remains, in particular to incorporate gender data from countries with recent acquisitions. The gender balance based on the introduction of our new organisational structure was: Board of directors 7 78% 2 22% M E N WO M E N Senior managers (excluding executive board directors)* 61 69% 28 31% All employees** 17,190 43% 22,774 57% * For the purposes of this report, senior managers at Pearson are deﬁned as the senior leadership team, namely those up to and including two reporting lines from the CEO. We believe this is the most meaningful way to illustrate the senior leaders and decision-makers at Pearson. ** Data for over 2,000 employees predominantly from China and Indonesia is not included in the all employees numbers above. Employee information can be found on page 142. › In the United States, Pearson received a perfect score of 100% in the 2014 Corporate Equality Index (CEI), a benchmarking survey and report on corporate policies and practices related to LGBT workplace equality, administered by the Human Rights Campaign (HRC) Foundation. We were also named as one of the 100 Best Adoption Friendly Workplaces by the Dave Thomas Foundation for Adoption. Disability forms a part of our wider commitment to equal opportunity. We work to ensure that appropriate policies, procedures, training and support are available for disabled colleagues and their managers. A recent example is a guide on how to develop corporate videos, so that all our people, including those with disabilities, can access and beneﬁt from these ﬁlms. Partnering and investing to extend access to learning Extending access to quality education is a big challenge, particularly in the poorest countries in the world. Meeting the challenge requires a sustained commitment to partnership – international organisations like the UN and the World Bank, national governments, donor agencies and charities, businesses such as Pearson, education providers and suppliers all working together. We are committed to playing our part. We do this through being active in helping shape and inform the global debate around education and learning policy as well as investing in projects that explore possible solutions to the most intractable learning needs. In 2013, we: › Joined the board of the Global Partnership for Education (GPE) representing the private sector and private foundations. GPE brings together representatives from nearly 60 developing countries, donor governments, charitable foundations and private businesses to work together to help developing countries strengthen their education systems. www.globalpartnership.org/ › Championed the role of the private sector in education and learning in developing countries as a founding member of the Global Business Coalition for Education. www.gbc-education.org/ › Made a series of commitments during the UN General Assembly including to: invest $30m in innovative education solutions; establish a multi-year flagship partnership to help overcome barriers to learning for marginalised children; work with the GPE to develop a private sector strategy that meets the goals of its strategic focus on fragile states; and by 2018, to help 20,000 new graduates from across sub-Saharan Africa to transition into employment. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 50 Pearson plc Annual report and accounts 2013 Responsible business continued › Continued to invest in models that provide access to C A S E S T U DY affordable education through low-cost private schools. The $15m Pearson Affordable Learning Fund has invested in projects in Ghana, Kenya and India. www.affordable-learning.com/ › Continued to support the Education Zone on the Business Fights Poverty network. The zone is a platform for debate on the role of business in global education. www.businessfightspoverty.org/page/ education-zone › Launched Pearson Catalyst, a new incubator programme to identify and back the most promising education start-up companies. Pearson provides mentors, seedcorn funding and access to resources and insight. Our communities Not-for-proﬁt partners help us extend our reach and impact in ways that have a real impact on learning – especially for the most disadvantaged – and are complementary to our business objectives. We also believe that our stakeholders expect and value our efforts to work in partnership with charitable organisations. We therefore partner and fund a number of charitable organisations with the Pearson Foundation being the largest of these. In 2013, our worldwide charitable giving was £11.8m or 1.5% of pre-tax proﬁts. Highlights this year include: › Booktime gave its ten millionth book. Booktime sees every child starting school in England and Wales receive a book pack containing two free books to take home and keep. › We were the largest book donor to Book Aid International in 2013. We have given 1.2 million books to the charity to support the development of libraries in schools and communities across sub- Saharan Africa. › The Financial Times seasonal appeal raised £1.4m for World Child Cancer, a charity helping treat sick children in some of the poorest countries. Since 2006, FT appeals have raised £14m for charity partners. For 2014, we will look more broadly at our approach to community partnerships including the metrics we use. Pearson Foundation The Pearson Foundation is an independent charity that aims to make a difference by promoting literacy, learning and great teaching. Its programmes in 2013 included: › Helping Jumpstart’s Read for the Record to set a new world record for reading the same book on one day as 2,462,860 adults and children read Otis, by Loren Long, in classrooms, libraries, and community centres across the United States. › Strong Performers and Successful Reformers in Education, developed in partnership with the Organisation for Economic Co-operation and Development (OECD) helps inform what works in education globally. › BridgeIT has reached over one million children and their teachers using mobile technology to deliver professional development materials and educational resources to remote and underserved classrooms in ten countries around the world. In 2011, the Pearson Foundation faced criticism on some of its programmes and the New York State Attorney General announced an investigation into the Foundation’s governance, administration, and relationship with Pearson. We co-operated fully with the investigation. A settlement agreement with the Pearson Foundation and Pearson, Inc. has been concluded. Pearson and the Foundation maintain we have always acted with the best intentions and complied with the law. However, we recognise there were times when the governance of the Foundation could have been clearer and more transparent. Over the past two years, the Foundation has taken several steps to strengthen its governance, beginning with the addition of independent directors to the board and the adoption of stronger operational systems. Under the settlement, these efforts will be further enhanced by the creation of a three-person audit committee. The Foundation has also agreed to pay $7.5m into a fund managed by the Attorney General that will support the work of 100Kin10, an organisation committed to placing 100,000 science and mathematics teachers into US schools in the next ten years. Section 3 Responsible business 51 CO M M U N IT Y Challenges Access to learning, literacy and great teaching. Raising literacy levels. Our commitment To maintain our total community investment at 1% or more of operating proﬁt. Using 2010 as our base, to expand our book gifting activities. How we measure progress One way we extend our reach is through partnerships with literacy and learning charities. We report on our community investment spend. Number of books donated to schools, libraries and literacy charities. Community investment spend Number of books donated 13 12 11 10 09 08 1.5% 1.2% 1.2% 1.6% 1.4% 1.1% £11.8m £11.8m £11.4m £11.4m £11.5m £11.5m £13.1m £13.1m £10.5m £10 5m £10.5m £7.7m £7.7m 13 12 11 10 09 08 3.4m 3.4m 2.1m 2.1m 2.0m 2.0m 1.7m 1.7m 1 7m1.7m 1.7m 1.7m 1.7m Environment: climate change and avoiding deforestation Extreme weather events continued in 2013, most notably Typhoon Haiyan in the Philippines which was one of the worst storms on record. Pearson has around 350 people in Manila with the majority working for the FT. Although our employees are all safe and our operations were not directly affected, many had anxious moments tracking family members. Pearson matches contributions made by Pearson employees in countries and communities where we operate. Over 1,000 Pearson people around the world contributed to a special fund set up in the wake of Haiyan, which together with matching from Pearson meant that over $150,000 was raised for charities working in the Philippines, primarily to help children get back into school and to rebuild their lives. Typhoon Haiyan was a stark reminder on the importance of minimising environmental impact. Pearson continues to be climate neutral, a commitment we ﬁrst achieved in 2009 and have maintained ever since. This commitment was designed to encourage the company to focus on carbon reduction. Pearson was included in the media category as a Decoupling Leader in the Natural Capital Index developed by Trucost, a research ﬁrm focusing on sustainability metrics. Trucost looked at the environmental impact of 4,600 publicly traded companies and 34 were recognised as Decoupling Leaders having successfully separated growth from resource use over a sustained period. Our second focus area is forests. As a purchaser of paper and newsprint for our books, magazines and newspapers, security and sustainability of supply are very important to us. We have focused on sustainability sourcing and being more efficient in how we use paper. Also, as our transition towards being an educational technology and solutions provider gathers pace, so this will change our environmental footprint. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 52 Pearson plc Annual report and accounts 2013 Responsible business continued Highlights of our activities include: › Pearson received a 2013 Green Power Leadership Award from the US Environmental Protection Agency (EPA) for its green power purchase. 100% of the electricity purchased by Pearson globally – over 215 MWh in 2013 – comes from green power. › We have invested in renewable energy generation at four sites and have 2.3 Megawatts of wind and solar assets installed. › Pearson was the second ever organisation to be certified globally against the Carbon Trust Standard. This recognises leadership in measuring, managing and reducing year-on-year carbon emissions. › Facilities in the United States also seek to secure LEED, an internationally-recognised mark of excellence by the US Green Building Council. Over 800,000 square feet across six of our buildings are LEED certified. Pearson is also certified against ISO14001, the environmental management standard in the UK and Australia. Pearson invests in forest-based carbon offsets for any part of our climate footprint that we cannot reduce or avoid through other means. Since 2009, this programme has seen over 700 hectares of forest protected in Colombia, Costa Rica, the United States and the UK. E N V I RO N M E N T Challenges Our commitment How we measure progress Climate change To maintain our commitment to climate neutrality Through carbon reduction; purchase of renewable energy; renewable energy generation at our sites and the purchase of carbon offsets G LO B A L G H G E M I S S I O N S DATA F O R C A L E N DA R Y E A R 2 013 Emissions from: Combustion of fuel and operation of facilities (GHG Protocol Scope 1) natural gas, company owned/ leased vehicles, refrigerant gas loss and fuel oil Electricity, heat, steam and cooling purchased for own use (GHG Protocol Scope 2) Total Intensity metric (tonnes CO2e/full time employee for scope 1 and 2) Metric tonnes of CO2e 30,170 115,548 145,718 3.19 We have reported on all of the emission sources required under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. These sources fall within our consolidated ﬁnancial statement. We do not have responsibility for any emission sources that are not included in our consolidated statement. The method we have used to calculate GHG emissions is the GHG Protocol Corporate Accounting and Reporting Standard (revised edition), together with the latest emission factors from recognised public sources including, but not limited to, Defra, the International Energy Agency, the US Energy Information Administration, the US Environmental Protection Agency and the Intergovernmental panel on Climate Change. We publish a separate report providing more information on our environmental impact and this includes some corporate value chain emissions data (GHG Protocol Scope 3). Section 3 Responsible business 53 External benchmarks One way we assess how we are doing as a responsible business is to maintain our position in key indices and benchmarks of social responsibility. Dow Jones Sustainability Indexes* BITC Corporate Responsibility Index Inclusion in FTSE4Good 2013 Silver class 2012 Gold class 2011 2010 Global sector leader Platinum Platinum (retained) Platinum Platinum (retained) Yes *Gold class is within 1% of the sector leader, silver class is within 2% of the sector leader. Pearson has a zero tolerance policy towards bribery and corruption. Our policy introduced in 2011 sets out our standards; we carry out risk assessments and have a network of designated managers across the business responsible for compliance with our policy. We are committed to making sure our people understand how we are doing as a company, including how world trends might affect them and the business. We provide comprehensive, relevant information in a variety of ways, including regular presentations from senior executives and consulting where appropriate so that we can learn and take account of the views of our people. Our values, principles and behaviour Although the structure and culture of the company is changing, values are what deﬁne us. Our values to be brave, imaginative and decent in everything we do are the foundation of the company. Our values are underpinned by our Code of Conduct that covers, among other things, individual conduct, learners, employees, community, the environment and society. We make sure everyone is aware of and understands the code and this forms part of our induction for new employees. Once a year, everyone working for Pearson gets a copy either electronically or on paper, and is asked to read it; to conﬁrm to the Pearson CEO that they have read it and understood it; and in doing so, to provide a check that the company complies with it. If anyone has concerns, these can be raised with a line manager or through a free, conﬁdential telephone line/website. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 54 Pearson plc Annual report and accounts 2013 We have a passion for the life changing impact of learning around the world Section 4 Governance 55 Board of directors Pearson’s board brings a wide range of experience, skills and backgrounds. C H A I R M A N E X EC U TI V E D I R EC TO R S Glen Moreno Chairman aged 70, appointed 1 October 2005 John Fallon Chief executive aged 51, appointed 3 October 2012 Robin Freestone Chief ﬁnancial officer aged 55, appointed 12 June 2006 Chairman of the nomination committee and member of the remuneration committee Glen has more than four decades of experience in business and ﬁnance, and is currently deputy chairman of The Financial Reporting Council Limited in the UK and non-executive director of Fidelity International Limited. Previously, Glen was deputy chairman and senior independent director at Lloyds Banking Group plc, senior independent director of Man Group plc and acting chairman of UK Financial Investments Limited, the company set up by HM Treasury to manage the government’s shareholdings in UK banks. Member of the nomination committee John became Pearson’s chief executive on 1 January 2013. Since 2008 he had been responsible for the company’s education businesses outside North America, and a member of the Pearson management committee. He joined Pearson in 1997 as director of communications and was appointed president of Pearson Inc., a role he combined with his communications responsibilities, in 2000. In 2003, he was appointed CEO of Pearson’s educational publishing businesses for Europe, Middle East & Africa (EMA) and gradually took on a broader international education brief. Prior to joining Pearson, John was director of corporate affairs at Powergen plc, where he was also a member of the company’s executive committee. Earlier in his career, John held senior public policy and communications roles in UK local government. Robin’s experience in management and accounting includes a previous role as group ﬁnancial controller of Amersham plc (now part of General Electric) and senior ﬁnancial positions with ICI plc, Zeneca and Henkel UK. He joined Pearson in 2004 as deputy chief ﬁnancial officer and became chief ﬁnancial officer in June 2006. Robin qualiﬁed as a chartered accountant with Touche Ross (now Deloitte), and is currently a non-executive director and founder shareholder of eChem Limited. Robin sits on the Advisory Group of the ICAEW’s Financial Reporting Faculty and is chairman of The Hundred Group of Finance Directors. He also sits on the CBI’s Economic Growth Board. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 56 Pearson plc Annual report and accounts 2013 Board of directors continued N O N - E X EC U TI V E D I R EC TO R S David Arculus Non-executive director aged 67, appointed 28 February 2006 Vivienne Cox Senior independent director aged 54, appointed 1 January 2012 Linda Lorimer Non-executive director aged 61, appointed 1 July 2013 Chairman of the remuneration committee and member of the audit and nomination committees David has experience in banking, telecommunications and publishing in a long career in business. Currently he is chairman of Numis Corporation plc and the Advisory Board of the British Library and is a member of council of Cranﬁeld University. David’s previous roles include the chairmanship of Aldermore Bank plc, O2 plc, Severn Trent plc and IPC Group, as well as chief operating officer of United Business Media plc, group managing director of EMAP plc and a non- executive director of Telefonica S.A. David served from 2002 to 2006 as chairman of the UK government’s Better Regulation Task Force, which worked on reducing burdens on business. Member of the audit, remuneration and nomination committees Member of the audit and nomination committees Vivienne has wide experience in energy, natural resources and business innovation. She worked for BP plc for 28 years, in Britain and Continental Europe, in posts including executive vice president and chief executive of BP’s Gas, Power & Renewables business and its Alternative Energy unit. She is non- executive director of mining company Rio Tinto plc and energy company BG Group plc, and chairman of the supervisory board of Vallourec, which supplies tubular systems for the energy industry. She is also lead independent director at the UK Department for International Development. Vivienne is a commissioner of the Airports Commission, which was set up by the UK government to examine any requirements for additional UK airport capacity. Linda has a deep background in education strategy, administration and public affairs. She is vice president for Global & Strategic Initiatives at Yale University in New Haven, Connecticut, where her duties include oversight of Yale’s Office of International Affairs and Office of Digital Dissemination. Over a 30-year career in higher education, she has been responsible for many of Yale’s administrative services including the university’s public communications, alumni relations and Office of Sustainability. Previously, Linda served as president of Randolph-Macon Woman’s College in Virginia, and had earlier worked at Yale in several senior roles including associate provost. She is a non-executive director of Save the Children (US) and was chair of the board of the Association of American Colleges and Universities. Ken Hydon Non-executive director aged 69, appointed 28 February 2006 Josh Lewis Non-executive director aged 51, appointed 1 March 2011 Harish Manwani Non-executive director aged 60, appointed 1 October 2013 Chairman of the audit committee and member of the remuneration and nomination committees Ken’s experience in ﬁnance and business includes working in the electronics, retail, consumer products and healthcare sectors. He is a non-executive director of Reckitt Benckiser Group plc, one of the world’s leading branded consumer goods companies in health, hygiene and home. He is also a non-executive director of Merlin Entertainments plc, the world’s second largest visitor attraction operator. From 2004 to 2013 he was a non-executive director of Tesco plc. Previously, Ken was chief ﬁnancial officer of Vodafone Group plc, the multinational telecommunications company, and ﬁnancial director of subsidiaries of Racal Electronics. Member of the remuneration and nomination committees Josh’s experience spans ﬁnance, education and the development of digital enterprises. He is the founder of Salmon River Capital LLC, a New York-based private equity/ venture capital ﬁrm focused on technology- enabled businesses in education, ﬁnancial services and other sectors. Over a 25-year career in active, principal investing, he has been involved in a broad range of successful companies, including several pioneering enterprises in the education sector. In addition, he has long been active in the non-proﬁt education sector, with associations including New Leaders, New Classrooms, and the Bill & Melinda Gates Foundation. He is also a non-executive director of eVestment and Axioma, both ﬁnancial data/technology companies, and Parchment, an education credentials management company. Member of the nomination committee Harish has an extensive background in emerging markets and senior experience in a successful global organisation. He is chief operating officer of consumer products company Unilever, and serves on the company’s executive board. Harish joined Unilever in 1976 as a marketing management trainee in India, and has held senior management roles around the world, including North America, Latin America, Europe, Africa and Asia. He is non-executive chairman of Hindustan Unilever Limited in India, and serves on the board of Whirlpool Corporation in the US. He is also on the board of the Indian School of Business, the Economic Development Board (EDB) of Singapore, and The Human Capital Leadership Institute in Singapore. Section 4 Governance 57 With these changes the board now predominantly comprises independent non-executive directors. We believe this re-balancing enables Pearson to benefit from our board’s wide range of perspectives and backgrounds, and allows the board to look at the bigger picture of the Group’s strategy, performance and value, whilst allowing the executive management to focus on what it does best – driving our company forward. May 2013 saw the announcement of the new Pearson Executive team. You will have read elsewhere in this B usiness G report about the new eographies and Lines of along which Pearson is now organised. The presidents of these Geographies and Lines of B usiness now sit on the Pearson Executive, together with colleagues leading the key enabling functions. The board and I had the pleasure of spending two days discussing strategy with the Pearson Executive in October 2013, of which a little more later in the governance report. As a board we organise our work around four major themes where we believe we can add value: governance, strategy, business performance and people. Our board calendar and agenda provide ample time to focus on these themes and we have set out some examples of the business considered by the board, as well as the governance practices to which we adhere, on the pages that follow. We hope this report clearly sets out how your company is run, and how we align governance and our board agenda with the strategic direction of Pearson. We always welcome questions or comments from shareholders, either via our website (www.pearson.com) or in person at our annual shareholders’ meeting. Glen Moreno Chairman Chairman’s letter Dear shareholders This year, we are reporting for the first time against the 2012 edition of the UK Corporate Governance Code (the Code). As has been highlighted elsewhere within this report, 2013 was a period of great change in our organisation, following the appointment of John Fallon as chief executive at the start of the year. I would like to take this opportunity to share with you some insights as to how our board and governance operations have adapted throughout the year to take account of Pearson’s focus on becoming one global education company. The Pearson board consists of senior executive management alongside a strong group of non-executive directors drawn from successful international businesses and education institutions with experience of corporate strategy, education, emerging markets, technology and consumer marketing. We continually assess and refresh the board to ensure we maintain an appropriate balance and diversity of skills and experience. 2013 saw a number of changes in Pearson’s boardroom, reflecting both the new strategic direction of the business and our desire to maximise the valuable external experience which non-executive directors bring to the table. Executive directors Rona Fairhead and John Makinson stepped down from the board in April and July respectively, although John remains part of the Pearson family in his new role as chairman of Penguin Random House. In August we said goodbye to Susan Fuhrman, a non-executive director for nine years and, at the end of December, Will Ethridge stepped down from his executive position on the board and from his role as CEO of Pearson North American Education, although he will remain a valued adviser to the company during 2014. During the year we also welcomed Linda Lorimer and Harish Manwani to the board, as non-executive directors. Linda and Harish bring a wealth of experience in the areas of education, digital initiatives and emerging markets, which reflect precisely those areas on which Pearson is now focused. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 58 Pearson plc Annual report and accounts 2013 Board governance Corporate governance Introduction The board believes that during 2013 the company was in full compliance with the UK Corporate Governance Code (the Code). A detailed account of the provisions of the Code can be found on the FRC’s website at www.frc.org.uk and we encourage readers to view our compliance schedule on the company website at www.pearson.com/investors/shareholder- information/governance Composition of the board The board currently consists of the chairman, Glen Moreno, two executive directors including the chief executive, John Fallon, and six independent non-executive directors. Chairman and chief executive There is a defined split of responsibilities between the chairman and the chief executive. The chairman is primarily responsible for the leadership of the board and ensuring its effectiveness; the chief executive is responsible for the operational management of the business and for the development and implementation of the company’s strategy as agreed by the board and the Pearson Executive. The roles and responsibilities of the chairman and chief executive are clearly defined, set out in writing and reviewed and agreed by the board annually. Chairman There were no changes to the chairman’s significant commitments during the course of 2013. Senior independent director Vivienne Cox is the company’s senior independent director, having been appointed to the role on 1 January 2013. Vivienne’s role includes meeting regularly with the chairman and chief executive to discuss specific issues, as well as being available to shareholders generally if they should have concerns that have not been addressed through the normal channels. Following Patrick Cescau’s departure in December 2012, he was invited back in February 2013 − in his former role as senior independent director − to conduct a session with the other non-executive directors and the chief executive to appraise the performance of the chairman, including in relation to the effectiveness of the nomination committee as part of the annual board evaluation process. Vivienne, as incumbent senior independent director, has responsibility for appraising the chairman’s performance during 2013 and beyond. The senior independent director would be expected to chair the nomination committee in the event that it was considering succession to the role of chairman of the board. Independence of directors All of the non-executive directors were considered by the board to be independent for the purposes of the Code during the year ended 31 December 2013. The board reviews the independence of each of the non-executive directors annually. This includes reviewing their external appointments and any potential conflicts of interest as well as assessing their individual circumstances in order to ensure that there are no relationships or circumstances likely to affect their character or judgement. In addition to this review, each of the non-executive directors is asked annually to complete an independence questionnaire to satisfy requirements arising from Pearson’s US listing. David Arculus and Ken Hydon have each now served on the board for eight years and it is their intention to retire from the board at the 2015 AGM. As chairmen of the remuneration and audit committees respectively, the nomination committee is actively considering options for their successors both in their capacity as non-executive directors and for their chairmanships. Length of tenure of non-executive directors Under 3 years 3 to 6 years 7 years or more 3 1 2 Source: Pearson Section 4 Governance 59 Conflicts of interest Under the Companies Act 2006 (the Act), directors have a statutory duty to avoid conflicts of interest with the company. The company’s Articles of Association (Articles) allow the directors to authorise conflicts of interest. The company has established a procedure to identify actual and potential conflicts of interest, including all directorships or other appointments to, or relationships with, companies which are not part of the Pearson group and which could give rise to actual or potential conflicts of interest. Once notified to the chairman or company secretary, such potential conflicts are considered for authorisation by the board at its next scheduled meeting. The relevant director cannot vote on an authorisation resolution, or be counted in the quorum, in relation to the resolution relating to his/her conflict or potential conflict. The board reviews any authorisations granted on an annual basis. Board meetings The board held six scheduled meetings in 2013, with some meetings taking place over two or more days. In recent years, we have developed our board meeting agenda to ensure that board discussion and debate is centred on the key strategic issues facing the company. Over the course of 2013, the board maintained a watching brief over the transformation project and received regular formal updates from the chief executive and the transformation team, headed by the director of communications. Other major items covered by the board in the year included: BUSINESS PERFORMANCE: FEBRUARY 2013, LONDON ›(cid:3)2012 report and accounts and dividend recommendation ›(cid:3)2013 operating plan ›(cid:3)Risk assessment and review of mitigating actions ›(cid:3)Annual review of authorised conflicts ›(cid:3)Review of division of responsibilities between chairman and chief executive ›(cid:3)Plans for board effectiveness review ›(cid:3)Discussion of accounting exemption for UK subsidiaries GOVERNANCE AND SHAREHOLDER MATTERS: APRIL 2013, LONDON ›(cid:3)Focus on forthcoming AGM and review of shareholder issues ›(cid:3)Review of investor relations strategy and share price performance ›(cid:3)Review of corporate social responsibility ›(cid:3)Status update on Penguin Random House transaction and ebook settlement proposal ›(cid:3)Risk assessment and review of mitigating actions ›(cid:3)Governance update STRATEGY: JUNE 2013, JOHANNESBURG ›(cid:3)Review of Southern African education business including site visits, panel sessions and debates – see case study on page 62 for further information BUSINESS PERFORMANCE: JULY 2013, LONDON ›(cid:3)Interim results and dividend approval ›(cid:3)Penguin Random House – post-completion update ›(cid:3)Initial review of proposed Multi acquisition ›(cid:3)Consideration of Mergermarket sale STRATEGY: OCTOBER 2013, LONDON ›(cid:3)Launch of efficacy strategy ›(cid:3)Discussion of New York Attorney General’s review of the Pearson Foundation ›(cid:3)Review of standing committee terms of reference ›(cid:3)Workshop with Pearson Executive – see case study on page 61 for further information STRATEGIC PLAN: DECEMBER 2013, NEW YORK ›(cid:3)Preliminary view of 2014 ›(cid:3)Overview of changes to the 2013 year end reporting requirements ›(cid:3)Risk assessment and review of mitigating actions ›(cid:3)Approval of schedule of authority limits In addition to the six scheduled meetings, the board held one further full meeting in November 2013 to approve the Mergermarket sale and Grupo Multi acquisition and undertook discussions throughout the year, both in formal meetings and as otherwise required, to consider the progress and terms of these and other corporate transactions. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 60 Pearson plc Annual report and accounts 2013 Board governance continued The following table sets out the attendance of the company’s directors at scheduled board meetings during 2013: Board meetings attended Notes 6/6 Chairman Glen Moreno Executive directors 6/6 John Fallon 5/6 Will Ethridge – Rona Fairhead 6/6 Robin Freestone John Makinson 3/3 Non-executive directors 4/6 David Arculus 6/6 Vivienne Cox 3/4 Susan Fuhrman 6/6 Ken Hydon 6/6 Josh Lewis 3/3 Linda Lorimer 2/2 Harish Manwani absent for medical reasons stood down 26 April 2013 stood down 1 July 2013 unable to travel due to injury stood down 7 August 2013 appointed 1 July 2013 appointed 1 October 2013 The role and business of the board The board is deeply engaged in developing and measuring the company’s long-term strategy, performance and value. We believe that it adds a valuable and diverse set of external perspectives and that robust, open debate about significant business issues brings a valuable additional discipline to major decisions. A schedule of formal matters reserved for the board’s decision and approval is available on our website, at www.pearson.com/investors/shareholder- information/governance A standing committee of the board has been established to approve certain ordinary course of business items such as banking matters, guarantees, intra-group transactions and routine matters relating to employee share plans. The committee has written terms of reference, reviewed and approved each year, which clearly set out its authority and duties. These can be found on the company website at www.pearson.com/investors/shareholder- information/governance The board receives timely, regular and necessary financial, management and other information to fulfil its duties. Comprehensive board papers are circulated to the board and committee members at least one week in advance of each meeting and the board receives regular reports from the chief executive. In addition to meeting papers, a library of current and historic corporate information is made available to directors electronically to support the board’s decision-making process. Directors can obtain independent professional advice, at the company’s expense, in the performance of their duties as directors. All directors have access to the advice and services of the company secretary. Non-executive directors meet with local senior management every time board and committee meetings are held at the locations of operating companies, such as during the board’s 2013 trip to South Africa. This allows the non-executive directors to share their experience and expertise with senior managers as well as allowing them to better understand the abilities of senior management, which in turn will help them assess the company’s prospects and plans for succession. Culture and values of the board During a time of widespread organisational and strategic change at Pearson, the board has had oversight of the plans to embed efficacy firmly into the company’s culture. Since 2012, the board has been kept abreast of the company’s intentions through a number of sessions with the chief education advisor. At the most recent such session, in October 2013, the board had the opportunity to discuss building efficacy into all aspects of Pearson’s operations, and noted their strong support for Pearson’s involvement in the global public dialogue on efficacy and education. Section 4 Governance 61 Succession planning Board evaluation The board considers oversight of succession planning – not only at board and executive management level but for all key positions throughout the business – as one of its prime responsibilities. 2013 has seen a large scale reorganisation of both the company and the structure of its senior management team. Throughout the year, the board received regular updates from the chief executive and the transformation team on the organisational redesign project. This included oversight of the key appointments made to the Pearson Executive and that team’s direct reports, the senior leadership group. C A S E S T U DY Board and Pearson Executive As part of the board’s regular programme of updates on the education strategy and organisational design initiatives, a section of the October 2013 board meeting was dedicated to a workshop involving members of the Pearson Executive. Each member of the Pearson Executive discussed with the board their new roles, strategic priorities, and the challenges and opportunities facing their particular business area as they moved towards the new operating structure on 1 January 2014. The session had beneﬁts for all parties involved – the board was able to learn more about the recently appointed executive team, and to explore with them key issues relating to the geographies, lines of business, products and technologies, whilst demonstrating to the executive its involvement and support during a period of great change. During the year the board also approved formal contingency plans for temporary absence of the chief executive for health or other reasons. The board’s review of its effectiveness in 2012 took place during early 2013. A primary focus for the board in 2012 was chief executive succession. On review, the board concluded that the process was structured, detailed and effective. For 2013, the board identified two key priorities: ›(cid:3)To restructure and strengthen the board through a higher proportion of independent directors with experience and skills relevant to Pearson’s strategy, particularly in education and emerging markets. The appointments of Linda Lorimer and Harish Manwani were in line with this objective; ›(cid:3)To keep the board closely informed and involved in Pearson’s strategic transformation during the year, including regular detailed briefings on strategy, planned organisational changes and key leadership appointments. The board reviewed plans and actions in considerable detail on six different occasions in 2013, including at the strategy workshop held in October with the Pearson Executive. The board has also given consideration to the information it receives and how this is reported. As a result, an improved board information system is being designed which will enable the board to more effectively track performance and developments in the business model. As part of this review, in January 2014, we instituted a revised monthly chief executive’s letter to the board. The board also wished to give consideration as to ways in which to maximise the effectiveness of its overseas meetings. In June 2013, the board held a meeting in South Africa, more information on which is set out in the case study on page 62. Following the trip, a short questionnaire was distributed to board members. Particular learning points arising from the board’s input related to: ›(cid:3)Continuing to ensure site visits are representative of Pearson’s operations in the region; ›(cid:3)The high value placed on meeting the end users of Pearson’s products – students and teachers; ›(cid:3)Logistical arrangements both before and during the trip; and ›(cid:3)Ensuring that board presentations are pitched to impart a sufficient level of knowledge for directors to perform their roles. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 62 Pearson plc Annual report and accounts 2013 Board governance continued It is intended that these learning points will be used to shape future overseas agendas, including potential visits by the board to the US and an emerging market territory during 2014. During the course of the year the executive directors were also evaluated on their performance against personal objectives. Up to 20% of the executives’ total annual incentive opportunity for 2013 was based on functional, operational, strategic and non-financial objectives relevant to their specific area of responsibility. The chairman leads the assessment of the chief executive, and the non-executive directors, led by the senior independent director, conduct a review of the chairman’s performance. In accordance with the Code, the board anticipates undertaking an external evaluation during 2014. The board is currently discussing focus and timing for the process to gain the maximum benefit from the review. In addition to the review of the board and individual directors, the audit and remuneration committees each undergo an annual evaluation process to review their performance and effectiveness. The process covers areas such as roles and responsibilities, quality and timeliness of meeting materials, opportunity for discussion and debate, dialogue with management and access to independent advice. C A S E S T U DY South Africa In June 2013, the board visited South Africa for a three-day meeting to understand the economic and political environment, the education landscape and Pearson’s South African business, one of the Group’s most consistently successful businesses over the last decade. The board met with a number of Pearson’s senior leaders in the region and also took the opportunity to meet with the leader of Pearson’s Nigeria business as it learned more about scope for growth in that country and more widely across Africa. The board spent time visiting local schools as well as reviewing higher education initiatives on the main campus of CTI, Pearson’s higher education business in South Africa. The board also met with Cyril Ramaphosa, the recently elected deputy president of the ANC, at a session involving a range of business leaders, journalists, authors and key opinion leaders in education, exploring how Pearson could do more to tackle problems in education and training in the region. Finally, outside of the core educational focus of the trip, the board received an update on Penguin in South Africa to learn more about how the merger with Random House is enhancing publishing opportunities. Section 4 Governance 63 Directors’ training and induction Directors receive a significant bespoke induction programme and a range of information about Pearson when they join the board. This includes background information on Pearson and details of board procedures, directors’ responsibilities and various governance-related issues, including procedures for dealing in Pearson shares and their legal obligations as directors. The induction also includes a series of meetings with members of the board, presentations regarding the business from senior executives and a briefing on Pearson’s investor relations programme. The induction programme for Linda Lorimer and Harish Manwani is ongoing and is being tailored to best introduce them to Pearson in a period of organisational change. The directors’ training is supplemented with presentations about the company’s operations, by holding board meetings at the locations of operating companies and by encouraging the directors to visit operating companies and local management as and when their schedule allows. The company secretary and general counsel, in conjunction with the Group’s advisers, monitor legal and governance developments and update the board on such matters as agreed with the chairman. Directors can also make use of external courses. Directors’ indemnities In accordance with section 232 of the Act, the company grants an indemnity to all of its directors. The indemnity relates to costs incurred by them in defending any civil or criminal proceedings and in connection with an application for relief under sections 661(3) and (4) or sections 1157(1)-(3) of the Act, so long as monies are repaid not later than when the outcome becomes final if: (i) they are convicted in the proceedings; (ii) judgment is given against them; or (iii) the court refuses to grant the relief sought. The company has purchased and maintains directors’ and officers’ insurance cover against certain legal liabilities and costs for claims in connection with any act or omission by such directors and officers in the execution of their duties. Shareholder engagement Pearson has an extensive programme of communication with all of its shareholders – large and small, institutional and private. In 2013, we continued with our shareholder outreach programme, seeing approximately 780 institutional and private investors at more than 450 different institutions in Australia, Brazil, Canada, China, Continental Europe, India, Japan, Malaysia, Singapore, South Africa, South Korea, the UK and the US. There are five trading updates each year and the chief executive and chief financial officer present our preliminary and interim results updates. They also attend regular meetings throughout the year with investors in the UK and around the world, tailored to investor requirements, to discuss the performance of the company, the company’s strategy, our restructuring programme, structural changes in our markets and risks and opportunities for the future. The chairman meets regularly with significant shareholders to understand any issues and concerns they may have. This is in accordance with both the Code and the UK Stewardship Code. The non-executive directors meet informally with shareholders both before and after the AGM and respond to shareholder queries and requests as necessary. The chairman ensures that the board is kept informed of principal investors’ and advisers’ views on strategy, and corporate governance. We also have an established programme of educational seminars for our institutional shareholders focusing on individual parts of Pearson. These seminars are available to all shareholders via webcast on www.pearson.com Private investors represent over 80% of the shareholders on our register and we make a concerted effort to engage with them regularly. Shareholders who cannot attend the AGM are invited to email questions to the chairman in advance at glenmoreno-agm@pearson.com We encourage our private shareholders to become more informed investors and have provided a wealth of information on our website about managing Pearson shareholdings, see www.pearson.com/investors/shareholder-information for further information, or turn to page 210 of this report. We also encourage all shareholders, who have not already done so, to register their email addresses through our website and with our registrar. This enables them to receive email alerts when trading updates and other important announcements are added to our website. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 64 Pearson plc Annual report and accounts 2013 Board governance continued We post all company announcements on our website, www.pearson.com, as soon as they are released, and major shareholder presentations are made accessible via webcast or conference call. Our website contains a dedicated investor relations section with an extensive archive of past announcements and presentations, historical financial performance, share price data and a calendar of events. It also includes information about all of our businesses, links to their websites and details of our corporate responsibility policies and activities. We are committed to ensuring that all our shareholders receive their dividends and encourage the use of our dividend mandate service which enables UK and many overseas shareholders to receive dividends directly into their nominated bank account. Due to its continued popularity we again provided shareholders with smaller holdings the opportunity to use our registrar’s low-cost share dealing service, giving them the chance to add to or reduce their stake in Pearson at significantly reduced dealing rates, or to donate shares to charity with ease. This service proved very popular with shareholders, and consequently we intend to offer this service again at a future date. We believe it is important that our employees have a shared interest in the direction and achievements of Pearson and are pleased to say that a large number of our employees are shareholders in the company. Our AGM – which will be held on 25 April this year – is an opportunity for all shareholders to meet the board and to hear presentations about Pearson’s businesses and results. Board committees The board has established three formal committees: the nomination committee, the remuneration committee and the audit committee. The chairmen and members of these committees are appointed by the board on the recommendation (where appropriate) of the nomination committee and in consultation with each relevant committee chairman. In addition to these board committees, two further committees operate with board input: the standing committee and the reputation and responsibility committee which primarily focuses on reputational risk. More detail on the work of this committee can be found within the principal risks and uncertainties section on pages 41 to 45. During 2013, the balance of work considered by the board and its formal committees has shifted, so that more time is spent by the committees discussing their areas of expertise, enabling the board meetings to focus on strategy and performance. Reports to the board by each of the committee chairmen continue to form a standing item on each board agenda, ensuring a good communication flow between the bodies. The following table shows attendance by directors at committee meetings throughout 2013: Glen Moreno John Fallon David Arculus* Vivienne Cox Susan Fuhrman** Ken Hydon Josh Lewis*** Linda Lorimer Harish Manwani Audit committee meetings Remuneration committee meetings Nomination committee meetings – – 4/5 4/5 3/3 5/5 5/5 – – 5/5 – 5/5 3/5 – 5/5 4/4 – – 5/5 5/5 3/5 5/5 3/4 5/5 5/5 2/2 1/1 * Unable to travel due to injury. ** Stood down on 7 August 2013. *** Joined remuneration committee on 23 April 2013. NOMINATION COMMITTEE Chairman Glen Moreno Members David Arculus, Vivienne Cox, John Fallon, Ken Hydon, Josh Lewis, Linda Lorimer, Harish Manwani and Glen Moreno The nomination committee meets at least once a year and at other times as and when required. The committee primarily monitors the composition and balance of the board and its committees, and identifies and recommends to the board the appointment of new directors and/or committee members. Section 4 Governance 65 Lord Davies’ review published in 2011 called for companies to target 25% female representation on boards of FTSE 100 companies by 2015. Pearson is committed to having at least 30% female directors within Lord Davies’ 2015 timeframe and currently has two female directors on its board of nine (representing 22%). With the retirement of three female directors over the last year, the committee is actively seeking to recruit at least one additional female board member. Immediately below board level, the Pearson Executive, not including the chief executive and chief financial officer who are main board directors, has four female members out of a total of 13 (representing 31%). Pearson considers diversity as an important issue across the Group, not just at board level. One of the key aims of Pearson’s diversity policy is to increase the number of leaders coming from a diverse background, including advancing more women into leadership positions. The Responsible business section of this report on pages 47 to 53 contains further information and statistics on diversity throughout the Group. REMUNERATION COMMITTEE Chairman David Arculus Members David Arculus, Vivienne Cox, Ken Hydon, Josh Lewis and Glen Moreno The remuneration committee reports to the full board and the directors’ remuneration report, which has been considered and adopted by the board, is set out on pages 78 to 114. The committee met five times during the year, and has a written charter and terms of reference which clearly set out its authority and duties. These can be found on the company website at www.pearson.com/ investors/shareholder-information/governance During 2013, the committee met five times with its primary focus being to consider suitable candidates for non-executive positions, culminating in the appointment of Linda Lorimer and Harish Manwani to the board. An external search consultancy, Egon Zehnder, was used during the recruitment process. Egon Zehnder does not have any other connection to Pearson apart from as a search consultancy. Pearson uses a number of leading firms in its board and executive search activities. During the year, the committee also discussed and approved the appointments of Josh Lewis to the remuneration committee and of Linda Lorimer to the audit committee, in place of Josh Lewis who stepped down at the end of 2013. Linda Lorimer and Harish Manwani also joined the nomination committee following their appointments to the board during the year. Although the chairman of the board chairs the nomination committee, he is not permitted to chair meetings when the appointment of his successor is being considered or during a discussion regarding his performance. At such times, the senior independent director will chair the meetings. The committee has written terms of reference which clearly set out its authority and duties. These can be found on the company website (cid:10)www.pearson.com/investors/shareholder- at (cid:36) information/governance Diversity The board embraces the Code’s underlying principles with regard to board balance and diversity, including gender diversity. The nomination committee, led by the chairman, ensures that the directors of Pearson demonstrate a broad balance of skills, experience and nationality, to support Pearson’s strategic development and reflect the global nature of the Group’s business. The committee and the board always take account of diversity in its broadest sense when considering board appointments whilst ensuring that appointments are made based on merit and relevant experience. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 66 Pearson plc Annual report and accounts 2013 Board governance continued AUDIT COMMITTEE Chairman Ken Hydon Members David Arculus, Vivienne Cox, Ken Hydon and Linda Lorimer As a committee we welcome the new governance requirements for the ﬁnancial statements, enshrined in the changes to the Code introduced in 2013, and in particular that the report and accounts need to be fair, balanced and understandable. The production, co-ordination and review of the annual report and accounts is a substantial exercise which needs to be undertaken within a relatively short timeframe, running alongside the formal audit process undertaken by our external auditors. In order to arrive at a position where the audit committee and the board are satisﬁed with the overall fairness, balance and clarity of the document we discussed the new requirements and agreed with management a robust process of review and approval. The committee is aware of the recommendations of the Competition Commission and the EU on audit tender and rotation, and currently expects that the tender process will begin no later than 2017 for the 2018 ﬁnancial year end. The committee reviews the auditor’s independence on an annual basis and also monitors on a quarterly basis the nature and level of non-audit fees payable to them. As described later in this report, during 2013 Pearson spent a considerable amount of non-audit fees with PwC. In the main, this expenditure related to speciﬁc assurance and tax advisory services associated with the planned creation of the venture between Penguin and Random House, and both management and the audit committee believe that using PwC for these services was the most practical and economical solution for the company. We anticipate that this level of non-audit fee is unusual, and that the balance of audit to non-audit fee paid to PwC will return to more normal levels in 2014. As I have said in previous years, a key part of the role of the committee is in providing oversight and reassurance to the board with regard to the integrity of the company’s ﬁnancial reporting, internal control policies, and procedures for the identiﬁcation, assessment and reporting of risk. The latter two have been a particular focus for the Pearson audit committee throughout 2013 as the company embarked on such a wide ranging and signiﬁcant transformational and organisational change through the launch of its global education strategy. Again, committee meetings are always attended by the chief ﬁnancial officer and SVP internal audit and compliance and our external auditors, and others often attend by invitation, including the chief executive and chairman. During the year the audit committee continued to interact with local and business management, and in particular spent time with local management during their visit to South Africa, discussing the implementation of the company’s anti-bribery and corruption policy, data protection, disaster recovery planning, risk registers and the Pearson code of conduct. The committee also added an additional ﬁfth meeting to its annual calendar, both to allow an appropriate amount of time be set aside for consideration of all relevant matters, as well as to allow us to focus on a number of risk deep-dives, in particular on data security and privacy, treasury risk and anti-bribery and corruption. In August 2013, Susan Fuhrman stood down from the board and audit committee, and at the end of 2013, Josh Lewis stood down from the committee and has been replaced by Linda Lorimer. We thank Susan and Josh for their wise counsel over the last few years and welcome Linda. Ken Hydon Members All of the audit committee members are independent non-executive directors and have financial and/or related business experience due to the senior positions they hold or have held in other listed or publicly traded companies and/or similar public organisations. Ken Hydon, chairman of the committee, is the company’s designated financial expert. He is a Fellow of the Chartered Institute of Management Accountants, the Association of Chartered Certified Accountants and the Association of Corporate Treasurers. He also serves as audit committee chairman for Reckitt Benckiser Group plc and Merlin Entertainments plc, and until 2012 for Tesco plc and Royal Berkshire NHS Foundation Trust. The qualifications and relevant experience of the other committee members are detailed on page 56. Role and responsibilities The committee has written terms of reference which clearly set out its authority and duties. These are reviewed annually and can be found on the company website at www.pearson.com/investors/shareholder- information/governance The committee has been established by the board primarily for the purpose of overseeing the accounting, financial reporting, internal control and risk management processes of the company and the audit of the financial statements of the company. The committee is responsible for assisting the board’s oversight of the quality and integrity of the company’s external financial reporting and statements and the company’s accounting policies and practices. The group’s internal auditor has a dual reporting line to the chief financial officer and chair of the committee and external auditors have direct access to the committee to raise any matter of concern and to report on the results of work directed by the committee. The committee reports to the full board at every board meeting immediately following a committee meeting. It also reviews the independence of the external auditors, including the provision of non-audit services (further details of which can be found on page 73 and note 4 to the financial statements), and ensures that there is an appropriate audit relationship and that auditor objectivity and independence is upheld. Section 4 Governance 67 External audit Based on management’s recommendations, the committee reviews the proposal on the appointment of the external auditors. The committee reviewed the effectiveness and independence of the external auditors during 2013 and remains satisfied that the auditors provide effective independent challenge to management. The review was conducted by distributing a questionnaire to key audit stakeholders including members of the audit committee, the chief executive, chief financial officer, SVP company secretarial, SVP internal audit and compliance, operating company CFOs and heads of corporate functions. In relation to specific comments received, the lead audit partner explained to the committee how PwC were monitoring and reviewing each highlighted area and confirmed that they would consider how to adapt their approach in light of feedback. In addition, in accordance with our external auditor policy, Group internal audit performs an annual assessment of audit fees, services and independence. This review takes into account internal and external information and benchmarks and forms the basis for a recommendation by the committee to the board in respect of the appointment and compensation of our external auditor. Recognising the importance of maintaining auditor independence and objectivity, the committee paid particular attention to this matter during 2013. PwC were appointed to provide assurance procedures over the completion balance sheet and tax advice on the Penguin Random House transaction. This decision was made only after careful consideration of the alternatives, as well as ensuring that appropriate safeguards were put in place to maintain independence. As a result of this decision, non-audit fees paid to PwC exceeded Pearson’s target proportion of audit fees during the year. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 68 Pearson plc Annual report and accounts 2013 Board governance continued The committee will continue to review the performance of the external auditors on an annual basis and will consider their independence and objectivity, taking account of all appropriate guidelines. There are no contractual obligations restricting the committee’s choice of external auditors. In any event, the external auditors are required to rotate the audit partner responsible for the Group audit every five years. The current lead audit partner rotated onto the Group’s audit in 2013. Pearson’s last audit tender was in respect of the 1996 year end resulting in the appointment of Price Waterhouse as auditors. Given the recent rotation of lead audit partner ahead of the 2013 reporting period and giving careful consideration to the timing and other practicalities of undertaking a formal audit tendering process, the committee agreed that a tender process would commence no later than 2017 to ensure auditors have been appointed in time for the 2018 year end audit, following the end of the current lead partner’s term. The committee is also monitoring developments from the Competition Commission on audit tendering and at EU level regarding mandatory audit rotation for listed companies, and will factor any legislative requirements into its future plans for audit tender. Significant issues During the year, the committee discussed the planning, conduct and conclusions of the external audit as it proceeded. At the July 2013 audit committee meeting, the committee discussed and approved the auditors’ Group audit plan and reviewed the key risks of misstatement of the Group’s financial statements, which were updated at the December 2013 committee meeting. The table below sets out the significant issues considered by the audit committee together with details of how these items have been addressed. SIGNIFICANT ISSUES HOW ISSUES WERE ADDRESSED Penguin Random House transaction: A number of complex accounting and business model changes including disposal accounting, valuation of the new business and intangibles, associate accounting including harmonisation of accounting policies, changes to existing operating model of shared services, infrastructure and corporate costs such as pensions. Revenue recognition: This is considered significant in light of a number of products and services sold by Pearson where revenue recognition practices are complex and management assumptions and estimates are necessary. The committee discussed this issue at a number of meetings, including reviewing management’s discussion of the significant accounting judgements and estimates and monitoring the views of the external auditors. The committee and management have visibility of Penguin Random House’s accounting to ensure that all accounting policies, valuations and adjustments are considered in Pearson’s accounts. The committee monitors and, where appropriate, challenges mitigating actions by management. These actions include key Sarbanes-Oxley controls over acquisition and disposal accounting including review by the technical accounting team, use of external valuation experts and use of local management to ensure that policies and operating model are communicated and adjusted as required. The committee receives a regular presentation from management on revenue recognition and routinely monitors the views of the external auditors on this issue. The committee has visibility to internal audit findings relating to revenue recognition controls and processes, the related management action plans and timely closure of open issues. The committee monitors and, where appropriate, challenges mitigating actions by management. These actions include key Sarbanes-Oxley controls and identification of significant contracts through the ‘large and unusual’ process, such that accounting treatment can be agreed by specialists. Section 4 Governance 69 SIGNIFICANT ISSUES HOW ISSUES WERE ADDRESSED US tax activity: Changes to processes, structure and strategy in 2012 and 2013, and IRS audit activity. Impairment of goodwill and intangibles: The Group carries significant goodwill and acquired intangible asset balances. There is judgement in the identification and aggregation of cash generating units (CGUs) and in the assumptions used in the annual goodwill impairment review. The committee met with the SVP, Tax twice during 2013, discussed the tax strategy and held a risk deep dive into the tax process in October. Key tax accounting matters including judgements and estimates were reported to the committee by management, and the committee monitored the views of the external auditors on the company’s tax accounting. The committee monitors and, where appropriate, challenges mitigating actions by management. These actions include key Sarbanes-Oxley controls in place in the US, and improved UK central oversight to ensure critical judgements are appropriately reviewed and understood. The committee considered the results of the Group’s annual goodwill impairment review and management’s judgements and assumptions used in arriving at a valuation for each of the Group’s CGUs. The key assumptions are cash flows derived from strategic plans, long-term growth rates and weighted average cost of capital. The committee also considered sensitivities to changes in assumptions and related disclosures as required by IAS 36 ‘Impairment of Assets’. The annual impairment review in 2013 showed that there was sufficient headroom in each of the Group’s CGUs and based on the sensitivity analysis a reasonably possible change in any of the assumptions is unlikely to cause an impairment in any of the CGUs. The committee discussed these issues with the auditors at the time of their review of the half year interim financial statements in July 2013 and again at the conclusion of their audit of the financial statements for the year in February 2014. All the significant issues were areas of focus for the auditors, as detailed in their report on pages 116 to 122. In December 2013, the committee discussed with the auditors the status of their work, focusing in particular on internal controls and covering the significant issues outlined above. As the auditors concluded their audit, they explained to the committee: ›(cid:3)The work they had conducted over revenue, which included targeted procedures and testing of products and services which were considered to have more complex revenue recognition, such as multiple element arrangements (e.g. the provision of supplementary print or digital materials or training with textbooks) and certain long-term contracts in the education businesses; ›(cid:3)Their evaluation of the directors’ assessment of the Penguin Random House transaction and assessment of valuations of that business and associate accounting; ›(cid:3)The work they had done to understand the Group’s tax strategy and identify business and legislative risks, to challenge key underlying assumptions and assess the recoverability of deferred tax assets; ›(cid:3)Their assessment and evaluation of returns provisions and controls in the shipment and returns processes, particularly in light of the ongoing business transition from print to digital; ›(cid:3)Their evaluation of the recoverability of pre-publication assets and inventories. These are considered to be material and judgement is required to evaluate their valuation, plus estimating recoverability may be more complex during the transition to digital; ›(cid:3)Their focus on goodwill impairment due to the Group’s significant goodwill and intangible asset balances, and the work they had done to test management’s impairment analysis, underlying assumptions, calculation of discount and growth rates and integrity of the valuation model; ›(cid:3)The results of their controls testing to date for Sarbanes-Oxley Act section 404 reporting purposes and in support of their financial statements audit; and ›(cid:3)The review of the company’s ‘going concern’ reports. The auditors also reported to the committee the misstatements that they had found in the course of their work, which were insignificant, and the committee confirmed that there were no material items remaining unadjusted in these financial statements. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 70 Pearson plc Annual report and accounts 2013 Board governance continued Training The committee receives regular technical updates as well as specific or personal training as appropriate. During 2013, the committee discussed with PwC at an audit committee meeting the new Code requirement for the annual report and accounts to be ‘fair, balanced and understandable’, and the disclosure committee undertook a training session on the subject. Committee members also meet with local management on an ongoing basis in order to gain a better understanding of how Group policies are embedded in operations. Meetings The committee met five times during the year with the following in attendance: the chief financial officer; SVP internal audit and compliance; members of the senior management team; and the external auditors. Additionally, the chief executive and chairman periodically attended committee meetings. The committee also met regularly in private with the external auditors and the SVP internal audit and compliance. At every meeting, the committee considered reports on the activities of the Group internal audit function, including the results of internal audits, risk reviews, project assurance reviews and fraud and whistleblowing reports. The committee also monitored the company’s financial reporting, internal controls and risk management procedures, reviewed the non-audit services provided by PwC and considered any significant legal claims and regulatory issues in the context of their impact on financial reporting. Specifically, the committee considered the following matters during the course of the year: ›(cid:3)The 2012 annual report and accounts: preliminary announcement, financial statements and income statement; ›(cid:3)The Group accounting policies; ›(cid:3)Compliance with the Code; ›(cid:3)Form 20-F and related disclosures including the annual Sarbanes-Oxley Act section 404 attestation of financial reporting internal controls; ›(cid:3)Receipt of the external auditors’ report on the Form 20-F and on the year end audit; ›(cid:3)Penguin Random House transaction – accounting matters; ›(cid:3)Assessment of the effectiveness of the Group’s internal control environment; ›(cid:3)Reappointment, remuneration and engagement letter of the external auditors; ›(cid:3)Provision of non-audit services by PwC; ›(cid:3)Review of the interim financial statements and announcement; ›(cid:3)Review of key findings of over 100 Group internal audits and special projects; ›(cid:3)Annual reapproval of the Group internal audit mandate; ›(cid:3)Compliance with SEC and NYSE requirements including Sarbanes-Oxley Act; ›(cid:3)Reviews of the effectiveness of the audit committee, the external auditors and the Group internal audit function; ›(cid:3)External auditor benchmarking; ›(cid:3)Review of the committee’s terms of reference; ›(cid:3)Annual internal audit plan; ›(cid:3)Review of company risk maps and mitigating actions for top risks; ›(cid:3)Risk deep dives − anti-bribery and corruption, data security and privacy, and treasury risk; ›(cid:3)Implementation of new health and safety strategy, policy and reporting of any significant incidents; ›(cid:3)Fraud, whistleblowing and code of conduct matters; ›(cid:3)Review of Group tax strategy, tax risks and tax departmental structure; and ›(cid:3)Annual review of treasury policy and strategy. At its December meeting, the committee considered the Group’s business continuity planning, the latest internal report on which indicated that readiness to withstand significant business interruption does not currently meet Pearson’s own stringent standards. It was noted that workable plans generally existed but that, in light of the scale of business transformation, these plans had not been updated or tested within the past year. The committee reported this risk to the board at its December meeting where it was noted that management had in principle accepted the level of risk on the basis that the restructured organisation would change the focus of business continuity plans which would consequently require updating. In February 2014, the committee also considered the 2013 annual report and accounts, including the preliminary announcement, financial statements, strategic report, directors’ report and corporate governance compliance statement. Section 4 Governance 71 Internal control and risk management The directors confirm they have conducted a review of the effectiveness of the Group’s systems of risk management and internal controls, including strategic, financial, operational and compliance controls and risk management systems, in accordance with the Code and Turnbull guidance. These systems have been operating throughout the year and to the date of this report. During 2013, the semi-annual reporting of top risks was reviewed by executive management as well as the board and audit committee. The principal risks are set out on pages 41 to 45, together with mitigating factors. During the year, the audit committee considered the oversight of specific selected principal risks, through a series of risk ‘deep dives’. This is covered in more detail in the separate report on the audit committee. The key elements and procedures that have been established to provide effective risk management and internal control systems are described below. We recognise that during 2014, we will need to align these existing procedures to the new organisation structure. Control environment The board of directors has overall responsibility for Pearson’s system of internal control, which is designed to manage, and where possible mitigate, the risks facing the Group, safeguard assets and provide reasonable, but not absolute, assurance against material financial misstatement or loss. Responsibility for monitoring financial management and reporting and risk management and internal control systems has been delegated to the audit committee by the board. At each meeting, the audit committee considers reports from management, Group internal audit and the external auditors, with the aim of reviewing the effectiveness of the internal financial and operating control environment of the Group. The identification and mitigation of significant business risks is the responsibility of Group senior management and the management team for each business area – being the heads of the L ines of B usiness, Geographies and enabling functions. Each business area, including the corporate centre, maintains internal controls and procedures appropriate to its structure, business environment and risk assessment, whilst complying with Group policies, standards and guidelines. Financial management and reporting There is a comprehensive strategic planning, budgeting and forecasting system with an annual operating plan approved by the board of directors. Monthly financial information, including trading results, balance sheets, cash flow statements, capital expenditures and indebtedness, is reported against the corresponding figures for the plan and prior years, with corrective action outlined by the appropriate senior executive. Group senior management meet periodically with business area management to review their business and financial performance against plan and forecast. Major risks relevant to each business area as well as performance against the stated financial and strategic objectives are reviewed in these meetings. We have an ongoing process to monitor the risks and effectiveness of controls in relation to the financial reporting and consolidation process including the related information systems. This includes up-to-date Group financial policies, formal requirements for finance functions, Group consolidation reviews and analysis of material variances, Group finance technical reviews, including the use of technical specialists, and review and sign-off by senior finance managers. These processes are subject to reviews based on Group internal audit’s risk based audit programme. The Group finance function also monitors and assesses these processes, through a finance compliance function. These controls include those over external financial reporting which are documented and tested in accordance with the requirements of section 404 of the Sarbanes-Oxley Act, which is relevant to our US listing. One key control in this area is the disclosure committee, which reports directly to the audit committee. This committee is chaired by the SVP internal audit and compliance and members include the chief financial officer, general counsel, SVP financial communications, SVP company secretarial as well as senior members of financial management. The primary responsibility of this committee is to review Pearson’s public reporting and disclosures to ensure that information provided to shareholders is complete, accurate and compliant with all applicable legislation and listing regulations. The effectiveness of key financial controls is subject to management review and self-certification and independent evaluation by Group internal audit. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 72 Pearson plc Annual report and accounts 2013 Board governance continued An enterprise risk management (ERM) framework is in place to identify, evaluate and manage risks, including key financial reporting risks. Business areas undertake semi-annual risk reviews to identify new or potentially under-managed risks. Throughout the year, risk discussions are facilitated by the risk assurance team with Group and business area management to identify the key risks the company faces in achieving its objectives, to assess the probability and impact of those risks and to document the actions being taken to manage those risks. The Pearson Executive reviews the output of these sessions, focusing on the key risks facing the business. Management has the responsibility to consider and execute appropriate action to mitigate these risks whenever possible. The results of these reviews are reported to the audit committee and the board in detail. Group internal audit The Group internal audit function is responsible for providing independent assurance to management and the audit committee on the design and effectiveness of internal controls to mitigate strategic, financial, operational and compliance risks. The risk-based annual internal audit plan is approved by the audit committee. Management action plans to improve internal controls and to mitigate risks, or both, are agreed with each business area after each audit. Formal follow-up procedures allow Group internal audit to monitor business areas’ progress in implementing its recommendations and to resolve any control deficiencies. Group internal audit has a formal collaboration process in place with the external auditors to ensure efficient coverage of internal controls. Regular reports on the work of Group internal audit are provided to executive management and, via the audit committee, to the board. The SVP internal audit and compliance oversees compliance with our code of conduct and works with senior legal and human resources personnel to investigate any reported incidents including ethical, corruption and fraud allegations. The Pearson anti- bribery and corruption programme provides the framework to support our compliance with various anti-bribery and corruption regulations such as the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act. Treasury management The treasury department operates within policies approved by the board and its procedures are reviewed regularly by the audit committee. Major transactions are authorised outside the department at the requisite level, and there is an appropriate segregation of duties. Frequent reports are made to the chief financial officer and regular reports are prepared for the audit committee and the board. Insurance Pearson purchases comprehensive insurance coverage where this is available on a cost-effective basis. Pearson’s insurance subsidiary, Spear Insurance Company Limited, is used to leverage the risk retention capability of the Group and to achieve a balance between retaining insurance risk and transferring it to external insurers. Going concern Having reviewed the Group’s liquid resources and borrowing facilities and the Group’s 2014 and 2015 cash flow forecasts, the directors believe that the Group has adequate resources to continue as a going concern. For this reason, the financial statements have, as usual, been prepared on that basis. Information regarding the Group’s borrowing liabilities and financial risk management can be found in notes 18 and 19 on pages 164 to 172. Share capital Details of share issues are given in note 27 to the accounts on page 185. The company has a single class of shares which is divided into ordinary shares of 25p each. The ordinary shares are in registered form. As at 31 December 2013, 818,580,447 ordinary shares were in issue. At the AGM held on 26 April 2013, the company was authorised, subject to certain conditions, to acquire up to 81,746,807 ordinary shares by market purchase. Shareholders will be asked to renew this authority at the AGM on 25 April 2014. Information provided to the company pursuant to the Financial Conduct Authority’s Disclosure and Transparency Rules (DTR) is published on a Regulatory Information Service and on the company’s website. Section 4 Governance 73 As at 4 March 2014, being the latest practicable date before the publication of this report, the company had been notified under DTR5 of the following significant voting rights in its shares: ›(cid:3)Tax compliance and related activities up to the greater of £1,000,000 per annum or 50% of the external audit fee; and ›(cid:3)For forward-looking tax advisory services we use the Number of voting rights Harbor International Fund Libyan Investment Authority 24,598,034 24,431,000 Annual General Meeting (AGM) Percentage as at date of notification 3.01% 3.01% The notice convening the AGM, to be held at 12 noon on Friday, 25 April 2014 at 8 Northumberland Avenue, London WC2N 5BY, is contained in a circular to shareholders to be dated 24 March 2014. Registered auditors In accordance with section 489 of the Act, a resolution proposing the reappointment of PricewaterhouseCoopers LLP (PwC) as auditors to the company will be proposed at the AGM, at a level of remuneration to be agreed by the directors. Auditors’ independence In line with best practice, our relationship with PwC is governed by our external auditors policy, which is reviewed and approved annually by the audit committee. The policy establishes procedures to ensure the auditors’ independence is not compromised, as well as defining those non-audit services that PwC may or may not provide to Pearson. These allowable services are in accordance with relevant UK and US legislation. The audit committee approves all audit and non-audit services provided by PwC. Certain categories of allowable non-audit services have been pre- approved by the audit committee subject to the authorities below: ›(cid:3)Pre-approved non-audit services can be authorised by the chief financial officer up to £100,000 per project, subject to a cumulative limit of £500,000 per annum; ›(cid:3)Acquisition or disposal transactions and due diligence up to £100,000 per project may be performed by our external auditors, in light of the need for confidentiality. Any project/transaction generating fees in excess of £100,000 must be specifically approved by the audit committee; most appropriate adviser, usually after a tender process. Where we decide to use our independent auditors, authority, up to £100,000 per project subject to a cumulative limit of £500,000 per annum, has been delegated by the audit committee to management. Services provided by PwC above these limits and all other allowable non-audit services, irrespective of value, must be approved by the audit committee. Where appropriate, services will be tendered prior to a decision being made as to whether to award work to the auditors. The audit committee receives regular reports summarising the amount of fees paid to the auditors. During 2013, Pearson spent a considerable amount of non-audit fees with PwC. In the main, this expenditure related to specific assurance and tax advisory services associated with the planned creation of the venture between Penguin and Random House. PwC were selected only after consideration that it was most practical and economical to utilise PwC for these services. We anticipate that this level of non-audit fee is unusual, and that the balance of audit to non-audit fee paid to PwC will return to more normal levels in 2014. Other significant non-audit work performed by PwC during 2013 was: ›(cid:3)Tax compliance services related to a routine audit by the US Internal Revenue Service; ›(cid:3)Assurance services on a corporate bond issued in May 2013; and ›(cid:3)Other assurance services which were individually less than £100,000 per project. In each case, PwC was selected as they were best able to provide the services we required at a reasonable fee and within the terms of our external auditors policy. To assist in ensuring that independence and objectivity is maintained, for forward-looking tax advisory and due diligence work PwC assign a different partner from the one leading the external audit. A full statement of the fees for audit and services is provided in note 4 to the accounts on page 141. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 74 Pearson plc Annual report and accounts 2013 Board governance continued Fair, balanced and understandable reporting Pearson is mindful of the Code’s revised principle C.1.1 relating to fair, balanced and understandable reporting and has accordingly built in additional steps to its annual report timetable to ensure that the directors are given sufficient opportunity to review, consider and comment on the report. The disclosure committee and the board each held an additional meeting as part of their review process, and members of the disclosure committee also attended a training session provided by PwC to better understand the requirements. In addition, the audit committee is available to advise the board on certain aspects of the report, to enable the directors to fulfil their responsibility in this regard. Statement of directors’ responsibilities The directors are responsible for preparing the annual report, the report on directors’ remuneration and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ›(cid:3)Select suitable accounting policies and then apply them consistently; ›(cid:3)Make judgements and accounting estimates that are reasonable and prudent; ›(cid:3)State whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and ›(cid:3)Prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the company and/or the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and the Group and enable them to ensure that the financial statements and the report on directors’ remuneration comply with the Act and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the directors, whose names and functions are listed on pages 55 and 56, confirm that to the best of their knowledge: ›(cid:3)The Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group and company; and ›(cid:3)The directors’ report contained in the annual report includes a fair review of the development and performance of the business and the position of the company and Group, together with a description of the principal risks and uncertainties that they face. The directors also confirm that, for all directors in office at the date of this report: a) so far as the directors are aware, there is no relevant audit information of which the company’s auditors are unaware; and b) they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information. In addition, the directors as at the date of this report consider that the annual report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company’s performance, business model and strategy. Sections one to four of this document contain the information required to be disclosed in the directors’ report and were approved by the board on 10 March 2014 and signed on its behalf by Philip Hoffman Secretary Section 4 Governance 75 Additional information for shareholders Set out below is other statutory and regulatory information that Pearson is required to disclose in its directors’ report. Amendment to Articles of Association Any amendments to the Articles of Association of the company (the Articles) may be made in accordance with the provisions of the Companies Act 2006 (the Act) by way of a special resolution. Rights attaching to shares The rights attaching to the ordinary shares are defined in the Articles. A shareholder whose name appears on the company’s register of members can choose whether his/her shares are evidenced by share certificates (i.e. in certificated form) or held electronically (i.e. uncertificated form) in CREST (the electronic settlement system in the UK). Subject to any restrictions below, shareholders may attend any general meeting of the company and, on a show of hands, every shareholder (or his/her representative) who is present at a general meeting has one vote on each resolution for every ordinary share of which they are the registered holder. A resolution put to the vote at a general meeting is decided on a show of hands unless before, or on the declaration of the result of, a vote on a show of hands, a poll is demanded. A poll can be demanded by the chairman of the meeting, or by at least three shareholders (or their representatives) present in person and having the right to vote, or by any shareholders (or their representatives) present in person having at least 10% of the total voting rights of all shareholders, or by any shareholders (or their representatives) present in person holding ordinary shares on which an aggregate sum has been paid up of at least 10% of the total sum paid up on all ordinary shares. At this year’s AGM voting will again be conducted on a poll, consistent with best practice. Shareholders can declare a final dividend by passing an ordinary resolution but the amount of the dividend cannot exceed the amount recommended by the board. The board can pay interim dividends on any class of shares of the amounts and on the dates and for the periods they decide. In all cases the distributable profits of the company must be sufficient to justify the payment of the relevant dividend. The board may, if authorised by an ordinary resolution of the shareholders, offer any shareholder the right to elect to receive new ordinary shares, which will be credited as fully paid, instead of their cash dividend. Any dividend which has not been claimed for 12 years after it became due for payment will be forfeited and will then belong to the company, unless the directors decide otherwise. If the company is wound up, the liquidator can, with the sanction of a special resolution passed by the shareholders, divide among the shareholders all or any part of the assets of the company and he/she can value assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. The liquidator can also, with the same sanction, transfer the whole or any part of the assets to trustees upon such trusts for the benefit of the shareholders. Voting at general meetings Any form of proxy sent by the shareholders to the company in relation to any general meeting must be delivered to the company (via its registrars), whether in written or electronic form, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. No shareholder is, unless the board decides otherwise, entitled to attend or vote either personally or by proxy at a general meeting or to exercise any other right conferred by being a shareholder if he/she or any person with an interest in shares has been sent a notice under section 793 of the Act (which confers upon public companies the power to require information with respect to interests in their voting shares) and he/she or any interested person failed to supply the company with the information requested within 14 days after delivery of that notice. The board may also decide, where the relevant shareholding comprises at least 0.25% of the nominal value of the issued shares of that class, that no dividend is payable in respect of those default shares and that no transfer of any default shares shall be registered. Pearson operates two employee benefit trusts to hold shares, pending employees becoming entitled to them under the company’s employee share plans. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 76 Pearson plc Annual report and accounts 2013 Board governance continued There were 9,282,365 shares so held as at 31 December 2013. Each trust has an independent trustee which has full discretion in relation to the voting of such shares. A dividend waiver operates on the shares held in these trusts. Pearson also operates a nominee shareholding arrangement known as Sharestore which holds shares on behalf of employees. There were 4,564,039 shares so held as at 31 December 2013. The beneficial owners of shares held through Sharestore are invited to submit voting instructions online at (cid:10)www.shareview.co.uk. If no instructions are given by the beneficial owner, the trustees holding these shares will not exercise the voting rights. Transfer of shares The board may refuse to register a transfer of a certificated share which is not fully paid, provided that the refusal does not prevent dealings in shares in the company from taking place on an open and proper basis. The board may also refuse to register a transfer of a certificated share unless (i) the instrument of transfer is lodged, duly stamped (if stampable), at the registered office of the company or any other place decided by the board, and is accompanied by the certificate for the share to which it relates and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer; (ii) it is in respect of only one class of shares; and (iii) it is in favour of not more than four transferees. Transfers of uncertificated shares must be carried out using CREST and the board can refuse to register a transfer of an uncertificated share in accordance with the regulations governing the operation of CREST. Variation of rights If at any time the capital of the company is divided into different classes of shares, the special rights attaching to any class may be varied or revoked either: (i) with the written consent of the holders of at least 75% in nominal value of the issued shares of the relevant class; or (ii) with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the relevant class. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share may be issued with such preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the company may from time to time by ordinary resolution determine. Appointment and replacement of directors The Articles contain the following provisions in relation to directors: Directors shall number no less than two. Directors may be appointed by the company by ordinary resolution or by the board. A director appointed by the board shall hold office only until the next AGM and shall then be eligible for reappointment, but shall not be taken into account in determining the directors or the number of directors who are to retire by rotation at that meeting. The board may from time to time appoint one or more directors to hold executive office with the company for such period (subject to the provisions of the Act) and upon such terms as the board may decide and may revoke or terminate any appointment so made. The Articles provide that, at every AGM of the company, at least one-third of the directors shall retire by rotation (or, if their number is not a multiple of three, the number nearest to one-third). The first directors to retire by rotation shall be those who wish to retire and not offer themselves for re-election. Any further directors so to retire shall be those of the other directors subject to retirement by rotation who have been longest in office since they were last re-elected but, as between persons who became or were last re-elected on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. In addition, any director who would not otherwise be required to retire shall retire by rotation at the third AGM after they were last re-elected. Notwithstanding the provisions of the Articles, the board has resolved that all directors should offer themselves for re-election annually, in accordance with the Code. The company may by ordinary resolution remove any director before the expiration of his/her term of office. In addition, the board may terminate an agreement or arrangement with any director for the provision of his/her services to the company. (cid:35) Section 4 Governance 77 Powers of the directors Subject to the company’s Articles, the Act and any directions given by special resolution, the business of the company will be managed by the board who may exercise all the powers of the company, including powers relating to the issue and/or buying back of shares by the company (subject to any statutory restrictions or restrictions imposed by shareholders in general meeting). Significant agreements The following significant agreements contain provisions entitling the counterparties to exercise termination or other rights in the event of a change of control of the company: Under the $1,750,000,000 revolving credit facility agreement dated November 2010 which matures in November 2015 between, amongst others, the company, HSBC Bank plc (as facility agent) and the banks and financial institutions named therein as lenders (the Facility), any such bank may, upon a change of control of the company, require its outstanding advances, together with accrued interest and any other amounts payable in respect of such Facility, and its commitments, to be cancelled, each within 60 days of notification to the banks by the facility agent. For these purposes, a ‘change of control’ occurs if the company becomes a subsidiary of any other company or one or more persons acting either individually or in concert, obtains control (as defined in section 1124 of the Corporation Tax Act 2010) of the company. Shares acquired through the company’s employee share plans rank pari passu with shares in issue and have no special rights. For legal and practical reasons, the rules of these plans set out the consequences of a change of control of the company. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 78 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration Dear shareholders I am pleased to present our report on directors’ remuneration for 2013. The report and related resolutions will be put forward for your consideration and approval at the annual general meeting on 25 April 2014. I should like to start by summarising the decisions on, and the changes to, directors’ remuneration made during the year and importantly the context in which those changes occurred and decisions have been taken. Pearson has a unique set of advantages with which to help meet the global demands for better education and skills. And, by being better able to meet some of the biggest challenges in global education, we can build a stronger, more profitable and faster growing company. To get there Pearson has fundamentally changed the way the company is organised. From January this year, Pearson is being run as one globally-connected education company, working to an operating model designed specifically to support a global education strategy, and a new executive team has been appointed to lead it. The new model ensures that the company will be organised around a smaller number of global products and platforms, built around a single, world-class infrastructure and common systems and processes. Over time, this will help Pearson to grow more quickly, as it will free up resources to invest in digital transformation, and the new, more service oriented, products that are vital to future growth. It should enable the company to increase the rate of innovation and invention, by focusing on the research and development of the next generation of global products that will have the data to demonstrate their positive impact on learning outcomes. Pearson’s executive remuneration arrangements have been reviewed to align with and better support this strategy. Executive remuneration decisions have been made after careful consideration of the needs of the business, the transformation and reorganisation of the business and the impact on roles and responsibilities, the pay markets in which Pearson operates and changes in pay elsewhere within the company. This strategy also informs our remuneration philosophy and policy and complements our more traditional financial measures. In financial terms, Pearson’s goal is to achieve sustainable growth on three key financial goals (earnings, cash and return on invested capital) and reliable cash returns to our investors through healthy and growing dividends. We believe those are, in concert, good indicators that we are building the long-term value of Pearson. So those measures (or others that contribute to them) form the basis of our annual budgets and strategic plans and the basis for annual and long-term incentives. The remuneration committee is continually sensitive to the current social and economic environment surrounding executive compensation. We welcome the UK government’s action to improve the clarity and transparency of remuneration disclosure. We welcome the introduction of the new executive remuneration reporting requirements including a new binding vote on policy. We hope that these changes will continue to demonstrate the link between our remuneration policy and practice and the company’s strategy and performance, as well as our commitment to shareholder engagement. Performance in 2013 In 2013, trading was tough in many of our biggest and most established markets. Overall, we saw: ›(cid:3)sales up 2% on 2012 at constant exchange rates ›(cid:3)adjusted operating profit 6% lower before net restructuring charges ›(cid:3)our dividend raised 7% which was Pearson’s 22nd straight year of increasing our dividend above the rate of inflation. Over the past ten years we have increased our dividend at a compound annual rate of 7%, returning £2.9bn to shareholders. Restructuring is on track to deliver benefits in 2014 and beyond. Principles of remuneration policy The remuneration committee believes that the purpose of its remuneration policy is to support the company’s strategy and to help deliver sustained performance and consistent long-term value creation in the interests of all stakeholders. Our reward policy is aligned with the interests of all stakeholders in providing: ›(cid:3)competitive base salaries that reflect the market and individual roles and contribution ›(cid:3)a high proportion of total remuneration being delivered in variable forms that are directly linked to the annual and long-term performance of the company ›(cid:3)annual incentives that reward achievement of strategic goals Section 4 Governance 79 ›(cid:3)long-term incentives that drive long-term earnings and share price growth and encourage participants in these plans to acquire and hold Pearson shares in line with shareholders’ interests ›(cid:3)the opportunity for many people at Pearson to share in the company’s success through cash-based annual incentives and bonuses and worldwide participation in share ownership plans, continuing practices first started in 1998. We continue to keep our remuneration policy under review in light of the prevailing economic conditions and the impact of these on the company’s objectives and strategy. What we did in 2013 Looking back to some specific aspects of policy and practice in 2013: ›(cid:3)we reviewed and established an appropriate starting remuneration package for John Fallon comprising base salary, annual and long-term incentives, allowances and benefits ›(cid:3)we reviewed and amended the service agreements for those executive directors, including the CEO, who continued to serve throughout 2013. The consequence of this review was to remove any entitlement to annual incentive from the calculation of any compensation that might be payable on termination of employment by the company without notice or cause ›(cid:3)we undertook a regular periodic review of base salaries for 2013 taking into account general economic and market conditions, the level of increases made across the company as a whole, the remuneration of executives in similar positions in comparable companies and individual performance ›(cid:3)appointments were made to the new Pearson Executive ›(cid:3)annual incentives paid to executives for 2013 were below target, as they were in 2012, reflecting performance in a tough trading environment ›(cid:3)there was a nil pay-out on long-term incentives based on 2013 performance reflecting below threshold performance against the company’s three-year targets for earnings per share growth, return on invested capital and relative total shareholder return. What we’ve planned for 2014 Looking forward, for 2014: ›(cid:3)we have undertaken a full review of the company’s executive remuneration policy and either confirmed or, where necessary, established maximum opportunities for each of the different elements of remuneration to ensure that this policy fully supports the needs of the business ›(cid:3)we have aligned executive remuneration policy with the new global education strategy and ‘one Pearson’ organisation ›(cid:3)we have listened to, and sought to address, shareholders’ concerns and wishes regarding simplicity and alignment of interests ›(cid:3)we actively consulted with our major shareholders and their representative bodies on the directors’ remuneration policy set out in this report. As a consequence: ›(cid:3)while we have established maximum opportunities for each of the different elements of remuneration, in all cases these represent maximum limits or caps to cover all likely eventualities for the life of the policy and should not be deemed to be a target or an entitlement. For example, for 2014 there will be no increase in maximum annual incentive opportunities and award levels under the long-term incentive plan will be consistent with those seen in recent years and below the policy maximum ›(cid:3)starting in 2014 and onwards, the size of the global annual incentive pool and the funding of all annual incentives across the company will be linked to overall Pearson results ›(cid:3)for performance-related long-term incentive awards for 2014 for members of the Pearson Executive, to emphasise the importance of earnings growth and to reward the delivery of the desired outcomes from the strategic effort, the weighting of the performance metrics within the Pearson long-term incentive plan will be changed from one-third on each measure to half on earnings per share growth, one-third (no change) on return on invested capital and one-sixth on relative total shareholder return ›(cid:3)for performance-related long-term incentive awards for 2015 and onwards, the averaging period for the calculation of relative total shareholder return will be moved to the period running up to the year end and the length of the averaging period will be increased to three months. This is understood to be more in line with institutional investors’ preferences ›(cid:3)to promote simplicity, the previous annual bonus share matching plan has ceased to operate with the last awards made in 2013 in respect of annual bonus for 2012. We have not made any compensatory adjustments to annual or long-term incentive opportunities to take this into account O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 80 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued ›(cid:3)for performance-related long-term incentive awards for members of the Pearson Executive, performance will continue to be tested over three years and 75% of the vested shares will continue to be released at that point. However, starting with awards for 2014, there will be a mandatory restriction on participants’ ability to dispose of the 75% of the vested shares (other than to meet personal tax liabilities) for a further two years. Furthermore, participants’ rights to the release of the 25% of the vested shares will be subject to continued employment over the same period ›(cid:3)we have affirmed our commitment to share ownership and increased our mandatory shareholding guidelines to 300% of salary for the CEO and 200% of salary for other executive directors (compared to 200% and 125% respectively). We will continue to set performance targets for our annual and long-term incentive arrangements that are appropriately stretching ›(cid:3)on incentive pay-outs, we have clarified our arrangements for adjusting for malus and strengthened our provisions for clawback. We are confident that these changed remuneration arrangements will better suit the needs of Pearson going forward. Introduction The rest of this report on directors’ remuneration comprises: ›(cid:3)the directors’ remuneration policy report – a forward- looking statement on remuneration policy for 2014 and beyond; and ›(cid:3)the annual remuneration report – a report on remuneration practice in 2013. Together, this report was compiled in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2008 and was approved by the board of directors on 10 March 2014. The committee believes that the company has complied with the provisions regarding remuneration matters contained within the UK Corporate Governance Code. Where required under current regulations, the following tables have been subject to audit: ›(cid:3)single total figure of remuneration and prior year comparison (page 97) ›(cid:3)remuneration paid to the chairman and non-executive directors (page 98) Our policy and implementation is summarised in more detail in the remainder of this report. ›(cid:3)retirement benefits (page 101) ›(cid:3)details of long-term share interests including awards made in 2013 (pages 102 to 105) ›(cid:3)payments to former directors (pages 105 and 106) ›(cid:3)payments for loss of office (page 107) ›(cid:3)interests of directors and value of shareholdings (page 108). I look forward to the ongoing support of Pearson shareholders on both the advisory vote on the executive remuneration arrangements as they were operated in the year as well as the forward-looking remuneration policy which is the subject of the binding vote. I am personally committed to an ongoing dialogue with shareholders regarding executive remuneration and would therefore welcome any observations or questions that individual shareholders may wish to put forward to me. I can be contacted at david.arculus@integral2.com. Finally, I would like to thank my fellow members of the committee and the people who have assisted us for their contribution over the past year. Yours sincerely, David Arculus Chairman, remuneration committee Directors’ remuneration policy report This report outlines the company’s policy on directors’ remuneration that applies to executive directors, the chairman and non-executive directors. Reference is also made to the remuneration policy for other members of the Pearson Executive (currently 13 in number) who are not directors but who fall within the committee’s remit. The policy is intended to last three years and will take effect, subject to shareholder approval, at the AGM on 25 April 2014. The policy report is comprised of the following parts: ›(cid:3)future policy table ›(cid:3)selection of performance measures and target setting ›(cid:3)legacy arrangements under the annual bonus share matching plan ›(cid:3)remuneration policy for other employees ›(cid:3)pay and performance scenario analysis ›(cid:3)other policies relating to directors such as recruitment, service contracts and termination provisions, executive directors’ non-executive directorships ›(cid:3) considerations taken into account when determining remuneration policy for directors (cid:3) › chairman’s and non-executive directors’ remuneration. The committee considers that a successful remuneration policy needs to be sufficiently flexible to take account of future changes in the company’s business environment and in remuneration practice. Our starting point continues to be that total remuneration should reward both short- and long- term results, delivering competitive rewards for target performance but outstanding rewards for exceptional performance. Section 4 Governance 81 The committee has avoided, where possible, including general discretions in the policy table. However, exceptional or genuinely unforeseen circumstances may arise in the future and in those circumstances it may be in shareholders’ interests for Pearson to put in place remuneration arrangements that are outside the terms of the policy set out in this report. If this happens, the committee will be permitted to implement remuneration arrangements that it considers appropriate in the circumstances. In these circumstances, Pearson would consult in advance with major shareholders before it does so and would explain the exercise of this discretion in the following year’s directors’ remuneration report. Given the long-term nature of some of Pearson's remuneration structures – including obligations under service contracts, incentive plans and pension arrangements – a number of pre-existing obligations will remain at the time that the new policy becomes effective, including obligations that are ‘grandfathered’ by virtue of being in force at 27 June 2012. Pearson's policy is to honour all pre-existing obligations, commitments or other entitlements that were entered into before the effective date of this policy. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 82 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Future policy table for executive directors Total remuneration is made up of ﬁxed and performance-linked elements, with each element supporting different strategic objectives. Total remuneration is normally reviewed annually and benchmarked against total remuneration for similar positions in comparable companies. Base salary P U R P O S E A N D L I N K TO S TR AT EGY › Helps to recruit, reward and retain. › Reflects competitive market level, role, skills, experience and individual contribution. O P E R ATI O N Base salaries are set to provide the appropriate rate of remuneration for the job, taking into account relevant recruitment markets, business sectors and geographic regions. Base salaries may be set in sterling or the local currency of the country in which the director is based. Base salaries are normally reviewed annually for the following year taking into account: general economic and market conditions; the level of increases made across the company as a whole; particular circumstances such as changes in role, responsibilities or organisation; the remuneration and level of increases for executives in similar positions in comparable companies; and individual performance. For benchmarking purposes, we review remuneration by reference to different comparator groups. We look at survey data from: FTSE 100 companies with signiﬁcant international exposure, excluding ﬁnancial services; the FTSE 20-50, excluding ﬁnancial services; a broad media industry group of US companies; select UK human capital- intensive businesses; and UK and US so-called media convergence companies with a focus on media, information services and technology. These companies are of a range of sizes relative to Pearson, but the method our independent advisers, Towers Watson, use to make comparisons on remuneration takes this variation in size into account. We also look at publicly disclosed and proxy data for global media convergence comparators with a focus on media and technology. We use these companies because they represent the wider executive talent pool from which we might expect to recruit externally and the pay market to which we might be vulnerable if our remuneration was not competitive. Base salaries are paid in cash via the regular employee payroll (monthly in the UK and every two weeks in the US) and are subject to all necessary withholdings. No malus or clawback provisions apply to base salary. O P P O RT U N IT Y Base salary increases for executive directors will not ordinarily exceed 10% per annum and will take account of the base salary increases elsewhere within the company. The committee will retain the discretion to deliver base salary increases in excess of 10% per annum in speciﬁc individual situations including internal promotions and material changes to the business or the role. P E R F O R M A N C E CO N D ITI O N S None, although performance of both the company and the individual are taken into account when determining an appropriate level of base salary increase each year. P E R F O R M A N C E P E R I O D None. Section 4 Governance 83 Allowances and beneﬁts P U R P O S E A N D L I N K TO S TR AT EGY O P P O RT U N IT Y › Help to recruit and retain. › Reflect local competitive market. O P E R ATI O N Allowances and beneﬁts comprise cash allowances and non-cash beneﬁts and inter alia include: travel-related beneﬁts (comprising company car, car allowance and private use of a driver); health-related beneﬁts (comprising health care, health assessment and gym subsidy); and risk beneﬁts (comprising additional life cover and long-term disability insurance that are not covered by the company’s retirement plans). Allowances may also include, where appropriate, location and market premium and housing allowance although no continuing director is in receipt of such allowances. Allowances and beneﬁts received in 2013 are set out in the annual remuneration report. Directors are also covered by the company’s directors’ and officers’ liability insurance and an indemnity in respect of certain third-party liabilities. Other beneﬁts may be offered on the same terms as to other employees. Allowances and beneﬁts do not form part of pensionable earnings. No malus or clawback provisions apply to allowances and beneﬁts. Retirement beneﬁts P U R P O S E A N D L I N K TO S TR AT EGY › Help to recruit and retain. › Recognise long-term commitment to the company. O P E R ATI O N New employees in the UK are eligible to join the Money Purchase 2003 section of the Pearson Group Pension Plan. New employees in the US are eligible to join the 401(k) plan. Under the Money Purchase 2003 section of the Pearson Group Pension Plan in the UK, normal retirement age is 62, but, subject to company consent, retirement is currently possible from age 55 or earlier in the event of ill-health. During service, the company and the employee make contributions into a pension fund. Account balances are used to provide beneﬁts at retirement. Pensions for a member’s spouse, dependent children and/or nominated ﬁnancial dependants are payable on death. The provision and level of cash allowances and non- cash beneﬁts are competitive and appropriate in the context of the local market. The total value of cash allowances and non-cash beneﬁts for executive directors will not ordinarily exceed 15% of base salary in any year. The committee will retain the discretion to deliver a total value of beneﬁts in excess of 15% of base salary in speciﬁc individual situations including changes in individual circumstances such as health status, changes in the role such as relocation, increases in the cost of current beneﬁts that are outside company control, and changes in beneﬁts’ providers. Executive directors are also eligible to participate in savings-related share acquisition programmes in the UK, US and rest of world, which are not subject to any performance conditions, on the same terms as other employees. P E R F O R M A N C E CO N D ITI O N S None. P E R F O R M A N C E P E R I O D None. Under the 401(k) plan in the US, which is a deﬁned contribution plan, account balances will be used to provide beneﬁts at retirement. In the event of death before retirement, the account balances will be used to provide beneﬁts for designated beneﬁciaries. Depending on when they joined the company, directors may participate in the Final Pay section of the Pearson Group Pension Plan in the UK or the deﬁned beneﬁt Pearson Inc. Pension Plan in the US, both of which are closed to new members. Under the Final Pay section of the Pearson Group Pension Plan in the UK, normal retirement age is 62, but, subject to company consent, retirement is currently possible from age 55 or earlier in the event of ill-health. During service, the employee makes a contribution of 5% of pensionable salary and the pension fund builds up based on ﬁnal pensionable salary and pensionable service. The accrued pension is reduced on retirement prior to age 60. Pensions for a member’s spouse, dependent children and/or nominated ﬁnancial dependants are payable on death. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 84 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Retirement beneﬁts continued In the US, the deﬁned beneﬁt Pearson Inc. Pension Plan provides a lump sum beneﬁt that is convertible to an annuity on retirement. The lump sum beneﬁt accrued at an age dependent percentage of capped compensation until 31 December 2001 when further beneﬁt accruals ceased for most employees. Employees who satisﬁed criteria of age and service as of 30 November 1998 continue to earn beneﬁts under an alternative formula that provides for 1.5% of ﬁnal average earnings, adjusted for US Social Security. The beneﬁt paid to these employees is the maximum of the lump sum beneﬁt converted to an annuity and the beneﬁt earned under the alternative ﬁnal average earnings formula. Executive directors and other executives across the company may be entitled to additional pension beneﬁts to take account of the cap on the amount of beneﬁts that can be provided from the all-employee pension arrangements in the US and the UK. Members of the Pearson Group Pension Plan who joined after May 1989 are subject to an upper limit of earnings that can be used for pension purposes, known as the earnings cap. This limit, £108,600 as at 6 April 2006, was abolished by the Finance Act 2004. However the Pearson Group Pension Plan has retained its own ‘cap’, which will increase annually in line with the UK Government’s Index of Retail Prices (All Items). The cap was £137,400 as at 6 April 2012. As a result of the UK Government’s A-Day changes effective from April 2006, UK executive directors and other members of the Pearson Group Pension Plan who are, or become, affected by the lifetime allowance or new hires who opt out of membership of the Plan may be provided with a cash supplement of normally up to 26% of salary as an alternative to further accrual of pension beneﬁts. No malus or clawback provisions apply to retirement beneﬁts. Note Effective from 6 April 2011, the annual allowance (i.e. the maximum amount of pension saving that beneﬁts from tax relief each year) reduced from £255,000 to £50,000 and will further reduce to £40,000 from 6 April 2014. Effective 6 April 2012, the lifetime allowance (i.e. the maximum amount of pension and/or lump sum that can beneﬁt from tax relief) reduced from £1.8m to £1.5m and will further reduce to £1.25m from 6 April 2014. O P P O RT U N IT Y In the UK, company contributions for eligible employees to the Money Purchase 2003 section of the Pearson Group Pension Plan amount up to 16% of pensionable salary (double the amount of the employee contribution, which is limited according to certain age bands). In the US, company contributions to the 401(k) plan amount to 100% of the ﬁrst 3% of eligible compensation contributed by the employee and 50% of the next 3%, plus a basic annual company contribution of 1.25% of eligible compensation. Pearson Inc. Pension Plan participants who were at least age 40 at 31 December 2001 can receive an additional 0.5% to 1.5% of pay. John Fallon is a member of the Final Pay section of the Pearson Group Pension Plan. His pension accrual rate is 1/30th of pensionable salary per annum, restricted to the plan earnings cap. Until April 2006, the company also contributed to a Funded Unapproved Retirement Beneﬁts Scheme (FURBS) on his behalf. Since April 2006, he has received a taxable and non-pensionable cash supplement in replacement of the FURBS. Robin Freestone is a member of the Money Purchase 2003 section of the Pearson Group Pension Plan. Company contributions are 16% of pensionable salary per annum, restricted to the plan earnings cap. Until April 2006, the company also contributed to a Funded Unapproved Retirement Beneﬁts Scheme (FURBS) on his behalf. Since April 2006, he has received a taxable and non-pensionable cash supplement in replacement of the FURBS. The company has no ongoing ﬁnancial liabilities in respect of FURBS. No continuing director is currently a member of the deﬁned beneﬁt Pearson Inc. Pension Plan. P E R F O R M A N C E CO N D ITI O N S None. P E R F O R M A N C E P E R I O D None. Section 4 Governance 85 Annual incentives P U R P O S E A N D L I N K TO S TR AT EGY › Motivate the achievement of annual strategic goals and personal objectives. › Provide a focus on key financial metrics. › Reward individual contribution to the success of the company. O P E R ATI O N Annual incentive is delivered entirely in cash and does not form part of pensionable earnings. Measures and performance targets are set by the committee at the start of the year with payment made after year end following the committee’s assessment of performance relative to targets. The plans are designed to incentivise and reward underlying performance and actual results are adjusted for the effect of foreign exchange and for portfolio changes (acquisitions and disposals) and other factors that the committee considers relevant in the performance year. Annual incentive plans are discretionary. The committee reserves the right to adjust payments up or down before they are made if it believes exceptional factors warrant doing so. The committee may in exceptional circumstances make a special award where it is satisﬁed that the normal operation of the annual incentive does not provide an appropriate incentive or reward to participants. The committee also reserves the right as a form of malus to adjust payments before they are made if special circumstances exist that warrant this, such as ﬁnancial misstatement, individual misconduct or reputational damage to the company. The committee also reserves, in the same special circumstances, a right to reclaim or claw back payments or awards that have already been made. O P P O RT U N IT Y For the chief executive, other executive directors and other members of the Pearson Executive, there is normally no pay-out for performance at threshold. No adjustment has been made to annual incentive opportunities for the cessation of the annual bonus share matching plan under which the last conditional awards were made in 2013 in respect of 2012 annual incentive. P E R F O R M A N C E CO N D ITI O N S The committee has the discretion to select the performance measures, targets and relative weightings from year to year to ensure continuing alignment with strategy and to ensure targets are sufficiently stretching. The committee establishes a threshold below which no pay-out is achieved and a maximum at or above which the annual incentive pays out in full. For 2014 and onwards, the funding of annual incentives will normally be related to the performance against targets for Pearson’s adjusted earnings per share (or operating proﬁt), sales, and operating cash ﬂow. For 2014, the weightings will be 60% on adjusted earnings per share, 20% on sales and 20% on operating cash ﬂow. Individual annual incentive pay-outs will also take into account individual performance against personal objectives. Personal objectives are agreed with the chief executive (or, in the case of the chief executive, the chairman) and may be functional, operational, strategic and non-ﬁnancial and include inter alia objectives relating to environmental, social and governance issues. Details of performance measures, weightings and targets will be disclosed in the annual remuneration report for the relevant ﬁnancial year if and to the extent that the committee deems them to be no longer commercially sensitive. Annual incentives will not exceed 200% of base salary. P E R F O R M A N C E P E R I O D One year. For the chief executive, the individual maximum incentive opportunity that will apply for 2014 is 180% of base salary (which is the same as applied for 2013). For other executive directors and other members of the Pearson Executive, individual maximum incentive opportunities vary by individual but will be no more than 170% of base salary. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 86 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Long-term incentives P U R P O S E A N D L I N K TO S TR AT EGY › Help to recruit, reward and retain. › Drive long-term earnings, share price growth and value creation. › Align the interests of executives and shareholders. › Encourage long-term shareholding and commitment to the company. › Link management’s long-term reward and wealth to corporate performance in a flexible way. O P E R ATI O N Awards of restricted shares are made on an annual basis. Awards of restricted shares for executive directors and other members of the Pearson Executive vest on a sliding scale based on performance against stretching corporate performance targets measured at the end of the three-year performance period. For performance-related awards for members of the Pearson Executive, performance will continue to be tested over three years and 75% of the vested shares will continue to be released at that point. However, starting with awards made in 2014, there will be a mandatory restriction on participants’ ability to dispose of the 75% of the vested shares (other than to meet personal tax liabilities) for a further two years. Furthermore, participants’ rights to the release of the 25% of the vested shares will be subject to continued employment over the same period. Where shares vest, participants also receive additional shares representing the gross value of dividends that would have been paid on these shares during the performance period and reinvested. The plan permits awards of restricted shares to be made that are not subject to performance conditions to satisfy reward and retention objectives. However, other than in exceptional circumstances on recruitment, it is the company’s normal policy not to award restricted shares to executive directors and other members of the Pearson Executive without performance conditions. The long-term incentive plan also provides for the grant of stock options. Whilst it is not the committee’s intention to grant stock options in 2014 or the foreseeable future, the committee believes that it should retain the ﬂexibility of granting stock options in addition to, or instead of, restricted stock awards in the right circumstances. Any decision by the committee to grant stock options in the future would take account of best practice prevailing at the time. The committee would consult with shareholders before granting stock options to executive directors. An option granted under the stock option element may not generally be exercised until a time speciﬁed when the option is granted. The date on which options would become exercisable would be set by the committee. Options may not be exercised later than the tenth anniversary of grant. Any options granted to executive directors would vest only if stretching performance conditions are achieved over a three-year minimum vesting period. Any options would vest on a sliding scale based on performance over the period. There will be no re-testing. Pearson’s reported ﬁnancial results for the relevant periods are used to measure performance. The committee reserves the right to adjust pay-outs up or down before they are released taking into account exceptional factors that distort underlying business performance or if it believes exceptional factors warrant doing so. In making such adjustments, the committee is guided by the principle of aligning shareholder and management interests. The committee also reserves the right as a form of malus to adjust pay-outs before they are released if exceptional circumstances exist that warrant this, such as ﬁnancial misstatement, individual misconduct or reputational damage to the company. The committee also reserves, in the same special circumstances, a right to reclaim or claw back pay- outs or awards that have already been released. O P P O RT U N IT Y We set the level of individual awards by taking into account: › the face value of individual awards at the time of grant, assuming that performance targets are met in full; › market practice for comparable companies and market assessments of total remuneration from our independent advisers; › individual roles and responsibilities; and › company and individual performance. Restricted share awards to executive directors may normally be made up to a maximum face value of 400% of base salary. Awards in excess of 400% of base salary may be made in exceptional circumstances, for example, for retention purposes or to reﬂect particular business situations. Section 4 Governance 87 The reasons for any such exceptional awards will be disclosed in the annual report for the year in which they are made. The value of awards at pay-out is subject to the extent to which performance and any other conditions are met and the share price at the time of vesting. The proportion of the award that vests at threshold level of performance may vary by performance condition. Whilst it is not the committee’s intention to grant stock options in 2014 or the foreseeable future, the maximum value of stock option awards would be the equivalent expected value of the maximum restricted share awards set out above, based on an independent assessment of their net present value taking into account all the conditions. For 2014, we will set the level of individual restricted share awards consistent with those seen in recent years and within the policy maximum taking into account the factors set out above. No adjustment has been made to long-term incentive opportunities for the cessation of the annual bonus share matching plan under which the last conditional awards were made in 2013 in respect of 2012 annual incentive. P E R F O R M A N C E CO N D ITI O N S The committee will determine the performance measures, weightings and targets governing an award of restricted shares prior to grant to ensure continuing alignment with strategy and to ensure that targets are sufficiently stretching. The committee establishes a threshold below which no pay-out is achieved and a maximum at or above which the award pays out in full. For 2014 and onwards, awards will normally be subject to the achievement of targets for growth in earnings per share, return on invested capital and relative total shareholder return. For 2014, to emphasise the importance of earnings growth and to reward the delivery of the desired outcomes from the strategic effort, the weighting of the performance metrics within the Pearson long-term incentive plan will be changed from one-third on each measure to half on earnings per share growth, one-third on return on invested capital (no change) and one-sixth on relative total shareholder return. We will set targets for the 2014 awards that are consistent with the company’s strategic objectives over the period to 2016. Full details of the performance measures, weightings and targets for 2014 and the proportion of the award payable at threshold will be set out in the annual remuneration report for 2014. As with restricted shares, the committee will determine the performance conditions that apply to any awards of stock options prior to grant. The intention would be that these conditions would be the same as apply to restricted shares. Total shareholder return (TSR) is the return to shareholders from any growth in Pearson’s share price and reinvested dividends over the performance period. For long-term incentive awards, TSR is measured relative to the constituents of the FTSE World Media Index over a three-year period. Companies that drop out of the index are normally excluded i.e. only companies in the index for the entire period are counted. Share price is averaged over three months at the start and end of the performance period. Dividends are treated as reinvested on the ex-dividend date, in line with the Datastream methodology. The vesting of shares based on relative TSR is subject to the committee satisfying itself that the recorded TSR is a genuine reﬂection of the underlying ﬁnancial performance of the business. Return on invested capital (ROIC) is adjusted operating proﬁt less cash tax expressed as a percentage of gross invested capital (net operating assets plus gross goodwill). Adjusted earnings per share (EPS) is calculated by dividing the adjusted earnings attributable to equity shareholders of the company by the weighted average number of ordinary shares in issue during the year, excluding any ordinary shares purchased by the company and held in trust (see note 8 of the ﬁnancial statements for a detailed description of adjusted earnings per share). EPS growth is calculated using the point-to-point method. This method compares the adjusted EPS in the company’s accounts for the ﬁnancial year ended prior to the grant date with the adjusted EPS for the ﬁnancial year ending three years later and calculates the implicit compound annual growth rate over the period. P E R F O R M A N C E P E R I O D Three years. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 88 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Selection of performance measures and target setting In the selection and weighting of performance measures for the annual and long-term incentive awards the committee takes into account Pearson’s strategic objectives and short- and long-term business priorities. In the case of annual incentives, the committee chose sales, earnings per share or operating proﬁt, and operating cash ﬂow as being relevant measures of Pearson’s performance against its short-term strategic objectives and business priorities. In the case of long-term incentives, the committee chose earnings per share growth in order to reward the delivery of the desired outcomes from the strategic effort and because strong bottom-line growth is imperative if we are to improve our total shareholder return and our return on invested capital. We chose return on invested capital because, over the past few years, the transformation of Pearson has signiﬁcantly increased the capital invested in the business (mostly in the form of goodwill associated with acquisitions) and required substantial cash investment to integrate those acquisitions. We chose total shareholder return relative to the constituents of the FTSE World Media Index because, in line with many of our shareholders, we felt that part of executive directors’ rewards should be linked to performance relative to the company’s peers. The performance ranges chosen set a careful balance between upside opportunity and downside risk and are normally based on targets in accordance with the company’s operating and strategic plans. Legacy arrangements under the annual bonus share matching plan Up to and including 2013 in respect of annual incentives for 2012, awards were made under the annual bonus share matching plan. This plan encouraged executive directors and other senior managers to acquire and hold Pearson shares and aligned the interests of executives and shareholders. Senior managers across the company were invited to invest up to 50% of their after-tax annual incentive in Pearson shares purchased in the market and hold these shares for three years, in return for the opportunity to earn additional free matching shares and dividend shares, depending on performance against a real growth in earnings per share performance condition. Where matching shares vest, participants also receive additional shares representing the gross value of dividends that would have been paid on the matching shares during the performance period and reinvested. The maximum matching award is equal to the number of shares that could have been acquired with the amount of pre-tax annual bonus invested in Pearson shares (i.e. one matching share for every one invested share, grossed up for tax). Remuneration policy for other employees The approach to remuneration for the broader employee population varies by level and geography, but is broadly consistent with that of directors: › The approach to setting base salary increases elsewhere in the company takes into account economic factors, competitive market rates, roles, skills, experience and individual performance. › Allowances and benefits for employees reflect the local labour market in which they are based. › As part of their overall retirement arrangements, executive directors participate in the same underlying pension arrangements that have been set up for Pearson employees in the US and the UK. › Many employees participate in some form of cash- based annual incentive, bonus, profit-share or sales commission plan. Annual incentive plans for the Pearson Executive form the basis of the annual incentive plans below the level of the principal operating companies and establish performance measures and standards and set the ceiling for individual incentive opportunities. › Approximately 5% of the company’s employees below the Pearson Executive – selected on the basis of their role, performance and potential – currently hold time-vesting shares under the long-term incentive plan. › All employees (including executive directors) are also eligible to participate in savings-related share acquisition programmes in the UK, US and the rest of the world, which are not subject to any performance conditions. Pay and performance scenario analysis Consistent with its policy, the committee places considerable emphasis on the performance-linked elements i.e. annual and long-term incentives. The chart overleaf shows what each director could expect to receive in 2014 under different performance scenarios, based on the following deﬁnitions of performance: Section 4 Governance 89 PERFORMANCE SCENARIO ELEMENTS OF REMUNERATION AND ASSUMPTIONS Recruitment Maximum Target Minimum 2014 base salary; allowances, beneﬁts, and retirement beneﬁts at the same percentage of base salary as in 2013; maximum individual annual incentive as per policy; maximum value of 2013 long-term incentive award 2014 base salary; allowances, beneﬁts, and retirement beneﬁts at the same percentage of base salary as in 2013; target individual annual incentive as per policy; target value of 2013 long-term incentive award (Towers Watson’s independent assessment of the expected value of the award i.e. the net present value taking into account all the conditions) 2014 base salary; allowances, beneﬁts, and retirement beneﬁts at the same percentage of base salary as in 2013; no annual or long- term incentives Note The value of long-term incentives does not take into account dividend awards that are payable on the release of restricted shares nor any changes in share price. On this basis, the relative weighting of ﬁxed and performance-related remuneration and the absolute size of the remuneration packages for the chief executive and the chief ﬁnancial officer are as follows: Chief executive officer 21% 25% 54% Maximum Target Minimum 31% 21% 48% 100% Chief ﬁnancial officer 21% 27% 52% Maximum Target 33% 21% 46% 100% Minimum Base salary, allowances, benefits and pension Annual incentives Long-term incentives £000 £5,536 £3,664 £1,145 £000 £3,494 £2,264 £737 We will continue to review the mix of ﬁxed and performance-linked remuneration on an annual basis, consistent with our overall policy. The committee expects any new executive directors to be engaged on terms that are consistent with the general remuneration principles outlined in this policy. In particular, the company’s policy is that regular variable remuneration would normally be awarded within the same parameters and subject to the same performance conditions as for the current executive directors outlined in the policy, save that the committee may provide that in exceptional circumstances an annual or long-term incentive award may be subject to a requirement of continued service over a speciﬁed period or some other speciﬁed requirement, rather than a corporate performance condition. The terms of any such exceptional award will be disclosed in the relevant subsequent annual remuneration report. The committee recognises that it cannot always predict accurately the circumstances in which any new directors may be recruited. The committee may determine that it is in the interests of the company and shareholders to secure the services of a particular individual which may require the committee to take account of the terms of that individual’s existing employment and/or their personal circumstances. Examples of circumstances in which the committee expects it might need to do this are: › where an existing employee of the company is promoted to the board, in which case the company will honour all existing contractual commitments including any outstanding share awards, benefit and pension entitlements; › where an individual is relocating in order to take up the role in which case the company may provide certain benefits such as reasonable relocation expenses, accommodation for a short period following appointment and assistance with visa applications or other immigration issues and ongoing arrangements such as tax equalisation, annual flights home, and housing allowance; › where an individual would be forfeiting valuable variable remuneration in order to join the company, in which case the committee may award appropriate compensation. The committee would require reasonable evidence of the nature and value of any forfeited award and would, to the extent practicable, ensure any compensation was provided on a like- for-like basis and was no more valuable than the forfeited award. In light of the various legacy pension arrangements enjoyed by the incumbent executive directors, in determining the pension arrangements for any new recruit, the committee expects to offer a deﬁned contribution arrangement with company contributions not exceeding those set out on page 84 but would O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 90 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued have regard to the recruit’s existing arrangements, the market norms in the home country and the existing pension vehicles available within the company. In making any decision on any aspect of the remuneration package for a new recruit, the committee would balance shareholder expectations, current best practice and the requirements of any new recruit and would strive not to pay more than is necessary to achieve the recruitment. The committee would give full details of the terms of the package of any new recruit in the next annual remuneration report. Pearson expects any new chairman or non-executive director to be engaged on terms that are consistent with the general remuneration principles outlined in the relevant sections of this policy. However, in the case of the chairman, the committee may consider it appropriate to offer a remuneration package that differs from that of the existing incumbent if that is necessary to attract the most capable candidate or to reﬂect the individual’s expected duties. Service contracts and termination provisions In accordance with long established policy, all executive directors have service agreements under which, other than by termination in accordance with the terms of these agreements, employment continues indeﬁnitely. There are no special provisions for notice or compensation in the event of a change of control of Pearson. It is the company’s policy that the company may terminate the chairman’s and executive directors’ service agreements by giving no more than 12 months’ notice. As an alternative, for executive directors the company may at its discretion pay in lieu of that notice. Payment-in-lieu of notice may be made in equal monthly instalments from the date of termination to the end of any unexpired notice period. In the case of the CEO, payment-in-lieu of notice in instalments may also be subject to mitigation and reduced taking into account earnings from alternative employment. For executive directors, pay in lieu of notice comprises 100% of the annual salary at the date of termination and the annual cost to the company of providing pension and all other beneﬁts. For the chairman, pay in lieu of notice comprises 100% of the annual fees at the date of termination. In limited circumstances, in addition to making a full payment in lieu of notice, the company may permit an executive director to stay employed after the announcement of his or her departure for a limited period to ensure an effective hand-over and/or allow time for a successor to be appointed. The company may, depending on the circumstances of the termination, determine that it will not pay the director in lieu of notice and may instead terminate a director’s contract in breach and make a damages payment, taking into account as appropriate the director’s ability to mitigate his or her loss. On cessation of employment, save as otherwise provided for under the rules of Pearson’s discretionary share plans, executive directors’ entitlements to any unvested awards lapse automatically. In the case of injury, disability, ill-health or redundancy (as determined by the committee), where a participant’s employing company ceases to be part of Pearson, or any other reason if the committee so decides in its absolute discretion: › awards that are subject to performance conditions will stay in force as if the participant had not ceased employment and shall vest on the original vesting date; › awards that are not subject to a performance condition will be released as soon as practicable following cessation of employment; › the number of shares that are released shall be prorated for the period of the participant’s service in the restricted period (although the committee may in its absolute discretion waive or vary the prorating). In determining whether and how to exercise its discretion under Pearson’s discretionary share plans, the committee will have regard to all relevant circumstances distinguishing between different types of leaver, the circumstances at the time the award was originally made, the director’s performance and the circumstances in which the director left employment. On cessation of employment, executive directors, having been notiﬁed of participation in an annual incentive plan for the relevant ﬁnancial year, may, at the committee’s discretion, retain entitlement to a pro rata annual incentive for their period of service in the ﬁnancial year prior to their leaving date. Such pay- out will normally be calculated in good faith on the same terms and paid at the same time as for continuing executive directors. Eligibility for allowances and beneﬁts including retirement beneﬁts normally ceases on retirement or on the termination of employment for any other reason. Details of each individual’s service agreement are outlined in the table overleaf. Employment agreements for other employees are determined according to local labour law and market practice. Section 4 Governance 91 Individual service agreements POSITION Chairman Executive directors DATE OF AGREEMENT NOTICE PERIODS 29 July 2005 31 December 2012 (John Fallon) 17 December 2012 (Robin Freestone) 12 months from the director; 12 months from the company Six months from the director; 12 months from the company COMPENSATION ON TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT NOTICE OR CAUSE Payment-in-lieu of notice of 100% of annual fees at the date of termination Payment-in-lieu of notice of 100% of annual salary at the date of termination and the annual cost of pension and all other beneﬁts Note Under pay-in-lieu of notice, the annual cost of pension for executive directors is normally calculated as the sum, where applicable, of: an amount equal to the company’s cost of providing the executive’s pension under the pension plan based on the Future Service Company Contribution Rate for the relevant section of the pension plan as stated in the most recent actuarial valuation (as at the date of termination of employment) as limited by the earnings cap; and any cash allowance in lieu of pension or to take account of fact that pension beneﬁts and life assurance cover are restricted by the earnings cap. Executive directors’ non-executive directorships The committee’s policy is that executive directors may, by agreement with the board, serve as non- executives of other companies and retain any fees payable for their services. Employment conditions In accordance with the committee’s charter and terms of reference, the committee’s remit does not include remuneration matters below that of the chief executive, the other executive directors and other members of the Pearson Executive. However, before the remuneration packages for the Pearson Executive are set for the year ahead, the committee considers a report from the chief executive and chief human resources officer on general pay trends in the market and the level of pay increases across the company as a whole. This helps to ensure that executive remuneration packages are reviewed in the context of the wider organisation. The company consults with various employee representative bodies – including trade unions and works councils in some jurisdictions – about the company’s strategy, competitiveness and performance of the business and other matters affecting employees. The company also conducts an employee engagement survey to ﬁnd out how people feel about working for Pearson, what they think about the work they do, the opportunities they have and the rewards they get (including a section on pay and beneﬁts). The company uses all of this feedback to inform decisions on people- related activities, resources and investment, local management action plans and wider business unit and organisational strategies. It is the company’s intention to continue to engage with employees and employee representatives in this way in the future. The committee has not consulted directly with employees on the setting of the directors’ remuneration policy. Shareholder views The company consults regularly with shareholders on all matters affecting its strategy and business operations. As part of that process, we also engage with shareholders on matters relating to executive remuneration. The committee continues to be aware of and respond to best practice guidelines of shareholders and their representative bodies. The committee actively consulted with the company’s major shareholders and their representative bodies on the directors’ remuneration policy set out in this report. The consultation provided some valuable feedback relating to remuneration policy, company performance and business strategy. Speciﬁcally, shareholders commented on the operation of the long-term incentive plan, the use of ﬂexibility and discretion, and the policy on recruitment. They supported the committee’s proposals on deferral/ holding periods for vested shares and shareholding guidelines. And, on incentive pay-outs, they requested clariﬁcation of our arrangements for adjustments for malus and the strengthening of our clawback provisions. These matters have been addressed in this policy report. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 92 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Future policy table for chairman’s and non-executive directors’ remuneration The table below summarises policy with respect to the remuneration of the chairman and non-executive directors: P U R P O S E A N D L I N K TO S TR AT EGY O P P O RT U N IT Y The chairman’s fees were last reviewed in 2010 and increased with effect from 1 April 2011 with a commitment to review again in 2014. Fees for the non-executive directors were last increased with effect from 1 July 2010. The structure of non-executive directors’ fees with effect from 1 May 2014 is as follows: DIRECTOR Non-executive director Chairmanship of audit committee Chairmanship of remuneration committee Chairmanship of reputation and responsibility committee Membership of audit committee Membership of remuneration committee Membership of reputation and responsibility committee Senior independent director FEE £70,000 £27,500 £22,000 £10,000 £15,000 £10,000 £5,000 £22,000 The maximum opportunity per director depends on individual duties or combination of duties in accordance with this structure. The total fees payable to the non-executive directors are subject to the limit set out in the Articles of Association of the company (currently £750,000) and as increased by ordinary resolution from time to time. The fees for the chairman remains unchanged at £500,000 per year. P E R F O R M A N C E CO N D ITI O N S None. P E R F O R M A N C E P E R I O D None. To attract and retain high calibre individuals, with appropriate experience or industry relevant skills, by offering market competitive fee levels. O P E R ATI O N The chairman is paid a single fee for all of his responsibilities. The chairman’s fee is set at a level that is competitive with those of chairmen in similar positions in comparable companies. The chairman is not entitled to any annual or long-term incentive, retirement or other employee beneﬁts. The non-executive directors are paid a basic fee. The chairmen and members of the main board committees and the senior independent director are paid an additional fee to reﬂect their extra responsibilities. The chairman and the non-executive directors are covered by the company’s normal arrangements for directors’ and officers’ liability insurance and an indemnity in respect of certain third-party liabilities. The company reimburses the chairman’s and non- executive directors’ travel and other business expenses and any tax incurred thereon, if applicable. A minimum of 25% of the basic non-executive directors’ fee is paid in Pearson shares that the non- executive directors have committed to retain for the period of their directorships. Shares are acquired quarterly at the prevailing market price with the individual after-tax fee payments. Fees for non-executive directors are determined by the full board having regard to market practice and within the restrictions contained in the company’s Articles of Association. Non-executive directors receive no other pay or beneﬁts (other than reimbursement for expenses incurred in connection with their directorship of the company) and do not participate in the company’s equity-based incentive plans. Non-executive directors serve Pearson under letters of appointment which are renewed annually and do not have service contracts. For non- executive directors, there is no notice period or entitlement to compensation on the termination of their directorships. Section 4 Governance 93 Annual remuneration report The remuneration committee presents the annual remuneration report, which will be put to shareholders as an advisory (non-binding) vote at the Annual General Meeting to be held on 25 April 2014. This report comprises of a number of sections: ›(cid:3)The remuneration committee and its activities ›(cid:3)Voting outcome at 2013 AGM ›(cid:3)Single figure of total remuneration and prior year comparison ›(cid:3)Detail of executive remuneration for 2013 ›(cid:3)Detail of long-term share interests including awards made in 2013 ›(cid:3)Payments to former directors ›(cid:3)Payments for loss of office ›(cid:3)Interests of directors and value of shareholdings ›(cid:3)Executive directors’ non-executive directorships ›(cid:3)Historical performance and remuneration ›(cid:3)Comparative information ›(cid:3)Information on changes to remuneration for 2014. O V E R V I E W O U R P E R F O R M A N C E O U R I M P A C T O N S O C I E T Y G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 94 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued The remuneration committee and its activities Composition David Arculus chaired the remuneration committee for the year 2013; the other members were Vivienne Cox, Ken Hydon, Joshua Lewis and Glen Moreno. David Arculus, Vivienne Cox, Ken Hydon and Joshua Lewis are independent non-executive directors. Glen Moreno, chairman of the board, is a member of the committee as permitted under the UK Corporate Governance Code. Internal advisers to the committee John Fallon, chief executive, Robin Freestone, chief financial officer, Robin Baliszewski, formerly director for people, Melinda Wolfe, chief human resources officer from October 2013, Robert Head, director for executive reward, and Stephen Jones, SVP company secretarial, provided material assistance to the committee during the year. They attended meetings of the committee, although none of them was involved in any decisions relating to his or her own remuneration. External advisers to the committee To ensure that the committee receives independent advice, Towers Watson supplies survey data and advises on market trends, long-term incentives and other general remuneration matters. Towers Watson was selected and appointed by the committee through a formal tendering process. Towers Watson also advised the company on health and welfare benefits in the US and provided consulting advice directly to certain Pearson operating companies. Towers Watson is a member of the Remuneration Consultants’ Group, the body which oversees the code of conduct in relation to executive remuneration consulting in the UK. During the year, Towers Watson was paid fees for advice to the committee, which were charged on a time spent basis, of £89,129. As part of its annual review of its performance and effectiveness, the committee remains satisfied that Towers Watson’s advice was objective and independent and that Towers Watson’s provision of other services in no way compromises its independence. Responsibility The committee’s principal duties are to: ›(cid:3)determine and regularly review the remuneration policy for the executive directors, the presidents of the principal geographic markets and lines of business and other members of the Pearson Executive who report directly to the CEO (Executive Management). This policy includes base salary, annual and long-term incentives, pension arrangements, any other benefits and termination of employment ›(cid:3)regularly review the implementation and operation of the remuneration policy for Executive Management and approve the individual remuneration and benefits packages of the executive directors. The committee’s duties are also to: ›(cid:3)approve the design of, and determine targets for, any performance-related pay plans operated by the company and approve the total payments to be made under such plans ›(cid:3)review the design of the company’s long-term incentive and other share plans for approval by the board and shareholders ›(cid:3)advise and decide on general and specific arrangements in connection with the termination of employment of executive directors ›(cid:3)review and approve corporate goals and objectives relevant to CEO remuneration and evaluate the CEO’s performance in light of those goals and objectives ›(cid:3)have delegated responsibility for determining the remuneration and benefits package of the chairman of the board ›(cid:3)appoint and set the terms of engagement for any remuneration consultants who advise the committee and monitor the cost of such advice. The committee’s full charter and terms of reference are available on the company’s website. Annually, the committee reviews its own performance, constitution and charter and terms of reference to ensure it is operating at maximum effectiveness and recommends any changes it considers necessary to the board for approval. The committee participated in a survey to review its performance and effectiveness in July 2013, looking at areas such as the clarity of roles and responsibilities, the composition of the committee, the use of time, the quality and timeliness of meeting materials, the opportunity for discussion and debate, dialogue with management and access to independent advice. The committee concluded that it is operating effectively and noted the challenges for the year ahead. Section 4 Governance 95 Meetings in 2013 The committee met five times during 2013. The matters discussed and actions taken were as follows: 20 FEBRUARY 2013 ›(cid:3)Confirmed the leaving arrangements for Rona Fairhead ›(cid:3)Noted the activity of the standing committee of the board in relation to the operation of the company’s equity-based reward programmes ›(cid:3)Noted company’s use of equity for employee share plans ›(cid:3)Noted Towers Watson’s overview of the current remuneration environment ›(cid:3)Reviewed and approved 2012 annual incentive plan pay-outs ›(cid:3)Reviewed and approved provisional 2010 long-term incentive plan pay-outs ›(cid:3)Approved vesting of 2010 annual bonus share matching awards and release of shares ›(cid:3)Reviewed and approved increases in base salaries for 2013 for the Pearson management committee (now called the Pearson Executive) ›(cid:3)Reviewed 2013 Pearson and operating company annual incentive plan targets 24 APRIL 2013 ›(cid:3)Noted the activity of the standing committee of the board in relation to the operation of the company’s equity-based reward programmes ›(cid:3)Confirmed 2010 long-term incentive plan pay-outs including element relating to relative shareholder return performance and release of shares ›(cid:3)Confirmed 2013 Pearson and operating company annual incentive plan targets ›(cid:3)Confirmed 2013 long-term incentive awards and associated performance conditions for the Pearson management committee ›(cid:3)Noted feedback on the 2012 report on directors’ remuneration ›(cid:3)Discussed new executive remuneration reporting requirements. 24 JULY 2013 ›(cid:3)Reviewed the committee’s charter and terms of reference ›(cid:3)Discussed 2013 AGM season and shareholder voting ›(cid:3)Noted remuneration packages for a number of internal appointments and one new hire to the Pearson Executive ›(cid:3)Reviewed and approved 2013 individual annual incentive opportunities for the Pearson management committee ›(cid:3)Noted John Makinson’s remuneration package and contract on secondment to, and appointment as chairman of, Penguin Random House ›(cid:3)Reviewed 2013 long-term incentive awards and associated performance conditions for the Pearson management committee ›(cid:3)Noted Will Ethridge’s intention to stand down from the Pearson board and the arrangements for his 2014 employment and retirement ›(cid:3)Reviewed and noted total remuneration for members of the Pearson management committee for 2012 and 2013 ›(cid:3)Noted implications of new executive remuneration reporting requirements and commenced review of executive remuneration policy. ›(cid:3)Reviewed and approved the 2012 report on directors’ remuneration ›(cid:3)Reviewed and approved the 2012 annual incentive pay-out for Marjorie Scardino ›(cid:3)Reviewed and approved the 2012 annual incentive pay-out and 2013 remuneration package for John Fallon. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 96 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued 2 OCTOBER 2013 5 DECEMBER 2013 ›(cid:3)Noted the activity of the standing committee of the board in relation to the operation of the company’s equity-based reward programmes ›(cid:3)Noted the activity of the standing committee of the board in relation to the operation of the company’s equity-based reward programmes ›(cid:3)Reviewed the committee’s charter and terms of ›(cid:3)Reviewed and approved the committee’s charter and reference terms of reference ›(cid:3)Reviewed the committee’s performance and ›(cid:3)Discussed Towers Watson’s overview of the current effectiveness ›(cid:3)Reviewed the status of outstanding long-term incentive awards ›(cid:3)Ratified 2013 long-term incentive awards and associated performance conditions for new appointees to the Pearson Executive ›(cid:3)Considered the approach to 2013 annual incentives in remuneration environment and approach to executive pay benchmarking for 2013/2014 ›(cid:3)Reviewed the status of outstanding long-term incentive awards ›(cid:3)Considered the approach to annual incentives in the light of the company’s global education strategy and new organisation light of company’s restructuring plans ›(cid:3)Reviewed long-term incentive plan design and operation ›(cid:3)Reviewed the programmes and policies related to equity participation of executives ›(cid:3)Noted the draft format for the 2013 directors’ remuneration report. ›(cid:3)Noted the company’s strategy for 2013 long-term incentive awards for executives and managers below the Pearson Executive ›(cid:3)Considered the approach to annual incentives in the light of the company’s global education strategy and new organisation ›(cid:3)Continued the review of executive remuneration policy ›(cid:3)Noted the remuneration packages for two new hires to the Pearson Executive. Voting outcome at 2013 AGM The following table summarises the details of votes cast in respect of the resolution to approve the directors’ remuneration report at the 2013 AGM. Votes for Votes against Total votes cast Votes withheld (abstentions) 523,204,046 93.64% of votes cast 35,545,800 6.36% of votes cast 558,749,846 68.35% of issued share capital 14,082,005 While the committee was pleased with the level of support shown by shareholders in respect of this resolution, consideration was given to those shareholders that did not vote in favour of the directors’ remuneration report. Through consultation, the committee received feedback from three institutional shareholders who between them accounted for one-third of the votes against to understand better why these shareholders voted against the resolution. The committee subsequently discussed this at their July 2013 meeting. In the light of the feedback, the committee concluded at that time that, notwithstanding any issues arising out of its regular review of executive remuneration policy, there was nothing fundamental or structural within our existing arrangements to cause particular concern to shareholders. As in previous years and required by law, details of the voting on all resolutions at the 2014 AGM will be announced via the RNS and posted on the Pearson website following the AGM. http://www.pearson.com/content/dam/pearson-corporate/files/press- releases/2013/20130426_AGM_Poll_Results.pdf Section 4 Governance 97 Single total figure of remuneration and prior year comparison Executive directors The remuneration received by executive directors in respect of the financial years ending 31 December 2013 and 31 December 2012 was as follows: Executive director £000s Current directors John Fallon Robin Freestone Former directors Will Ethridge Rona Fairhead (stepped down 26 April 2013) John Makinson (stepped down 1 July 2013) Total Base salary 750 146 545 500 681 658 176 529 274 549 2,426 2,382 Allowances and benefits Annual incentive Retirement benefits Long-term incentives 43 7 14 22 7 2 14 50 122 244 200 325 463 63 341 252 227 293 – 192 301 330 61 163 144 247 300 110 242 298 238 1,332 1,038 – 1,148 747 141 221 181 1,121 177 1,135 47 769 69 741 615 3,987 Total 1,727 498 1,244 2,039 1,339 2,388 347 1,782 1,064 1,772 5,721 8,479 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 Note 1 John Fallon was appointed to the board on 3 October 2012. For the full year for 2012, John Fallon’s remuneration reflected nine months in his role as CEO, Pearson International and three months as Pearson CEO designate and was: salary/fees – £506; allowances and benefits £29; annual incentive – £259; retirement benefits – £249; long-term incentives – £909; total – £1,952 (all figures in £000s). Note 2 In accordance with the regulations, we show a single total figure of remuneration, which includes retirement benefits and long-term incentives in addition to the other elements of remuneration that have been shown in previous reports. Note 3 Where necessary, the figures for allowances and benefits, long-term incentives and retirement benefits for 2012 have been restated to reflect the revised requirements and valuation methodology. Note 4 In 2012, the accrued pension over the period for John Makinson decreased because of a transfer made as a result of a pension sharing order. Note 5 The single figure of remuneration for 2013 includes all awards that were subject to a performance condition where the performance period ended, or was substantially (but not fully) completed, at 31 December 2013 and awards where the performance condition has been satisfied but where the release of shares is subject to a further holding period. The same methodology has been applied for earlier periods and the single figure for earlier reporting periods has been restated where necessary. Further explanatory details/notes are included in the tables that follow. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 98 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Chairman and non-executive directors The remuneration paid to the chairman and non-executive directors in respect of the financial years ending 31 December 2013 and 31 December 2012 was as follows: Director £000s Glen Moreno David Arculus Vivienne Cox Ken Hydon Josh Lewis Linda Lorimer (appointed 1 July 2013) Harish Manwani (appointed 1 October 2013) Susan Fuhrman (stepped down 7 August 2013) Total Salary/ basic fee Committee chairmanship Committee membership Senior independent directorship 500 500 65 65 65 65 65 65 65 65 33 – 16 – 39 65 848 825 – – 20 20 – – 25 25 – – – – – – – 45 45 – – 10 10 15 15 5 5 13 10 – – – – 6 10 49 50 – – – – 20 – – – – – – – – – – 20 Total 500 500 95 95 100 80 95 95 78 75 33 – 16 – 45 75 962 920 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 2013 2012 Total aggregate emoluments for executive and non-executive directors were £5.3m in 2013. These emoluments are included with total employee benefit expense in note 5 to the financial statements (page 142). Section 4 Governance 99 Detail of executive remuneration for 2013 In this sub-section, we summarise or provide details of each element of remuneration set out in the single figure table as required (page 97). Base salaries In accordance with policy, the committee considered a report from the chief executive and chief human resources officer on general pay trends in the market and the level of pay increases across the company as a whole. For 2013, the company had reiterated its starting principles that base compensation provides the appropriate rate of remuneration for the job, taking into account relevant recruitment markets, business sectors and geographic regions and that total remuneration should reward both short- and long-term results, delivering competitive rewards for target performance, but higher rewards for exceptional company performance. For the US and UK, the budget guideline issued at the end of September 2012 for adjustments to base pay for 2013 was 2% although business units were given the flexibility to take into account factors such as their own performance, where they are in the business cycle, and specific market factors. As the year closed and pay budgets for 2013 were confirmed, most businesses remained on an overall 2% salary increase pool. Local inflation rates were taken into account in particular markets. The increases for the executive directors who served during all or part of 2013 were as follows: Base salary at 31 December 2012 Increase Base salary at 1 January 2013 John Fallon Robin Freestone Will Ethridge Rona Fairhead (stepped down 26 April 2013) John Makinson (stepped down 1 July 2013) £600,000 £150,000 25% £750,000 £500,000 $1,045,500 $20,900 £45,000 2% 9% £545,000 $1,066,400 £529,100 £548,900 – – £529,100 £548,900 – – Note John Fallon was appointed to the board on 3 October 2012 and his base salary was reviewed on his appointment to CEO on 1 January 2013. Allowances and benefits During the year the executive directors received a number of benefits as summarised below. Allowance/benefit £ Location and market premium Travel Health Risk Total John Fallon Robin Freestone – 15,387 2,405 24,765 42,557 – 12,037 1,988 253 14,278 Rona Fairhead (stepped down 26 April 2013) John Makinson (stepped down 1 July 2013) – 5,530 663 8,074 14,267 105,469 6,865 1,132 8,605 122,071 Will Ethridge – – 5,720 1,673 7,393 Note 1 Travel benefits comprise company car, car allowance and private use of a driver. Health benefits comprise healthcare, health assessment and gym subsidy. Risk benefits comprise additional life cover and long-term disability insurance. Note 2 Allowance and benefits for Will Ethridge include US health benefits. Such benefits are self-insured and the value shown here is the fully insured equivalent. There is no employee tax on this value. Note 3 In addition to the above benefits and allowances that are included in the single figure, the executive directors may also participate in company benefit or policy arrangements that have no taxable value. Note 4 Additional life cover and long-term disability insurance not covered by the retirement plans were previously reported as ‘other pension-related benefit costs’ and included in retirement benefits in the 2012 directors’ remuneration report. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 100 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Annual incentive For 2013, annual incentive opportunities were based on the following performance measures and performance against these measures (designated as: between target and maximum and above maximum) was as follows: between threshold and target, below threshold, > < Maximum opportunity (% of salary) Weighting of performance measures (% of maximum opportunity) Performance in 2013 Pay-out for 2013 (% of salary) (£000) Pearson Operating company Underlying growth in adjusted EPS (pre- restructuring) Underlying growth in adjusted EPS (post- restructuring) Average working capital to sales ratio Weighted pay-out (% of maximum) Operating cash flow Operating profit (pre- restructuring) Operating profit (post- restructuring) Sales Average working capital to sales ratio Weighted pay-out (% of maximum) Operating cash flow 25% > 25% < > > > < < < 10% 20% 30% 20% 20% 10% 20% 28.1% 26.0% – – 26.0% < – – – – – – – – – 61.8% 463 – 62.5% 341 10.5% 33.4% 227 26.0% > > > 91.4% 109.8% 301 Sales 20% < < < 10% 20% 10% 10% < Operating company Personal Pearson 180% 90% 170% 80% 175% 30% 160% 30% – – 60% Pearson North America 60% Penguin Group Name John Fallon Robin Freestone Will Ethridge John Makinson (stepped down 1 July 2013 Note 1 For all plans, Pearson’s reported financial results for the relevant period were used to measure performance. In order to incentivise and reward underlying performance, actual results are adjusted for the effect of foreign exchange and for portfolio changes (acquisitions and disposals) and other factors that the committee considers relevant in the performance year. No discretion has been exercised to adjust the resulting underlying pay-outs. Note 2 Rona Fairhead, who left the company on 30 April 2013, was not eligible for an annual incentive in respect of her service in 2013. Note 3 Details of performance targets and performance against those targets are not disclosed as the committee deems them to be commercially sensitive. Section 4 Governance 101 Retirement benefits Details of the directors’ pension entitlements and pension-related benefits during the year are as follows: Normal retirement age 62 Accrued pension at 31 Dec 13 £000(1) 74.0 Value of defined benefit pension over the period £000(2) Other pension costs to the company over the period £000(3) Other allowances in lieu of pension £000(4) Total annual value in 2013 £000(5) 134.8 – 194.7 330 62 – – 22.0 141.4 163 65 227.5 215.2 31.6 – 247 62 53.1 65.4 – 44.6 110 Directors’ pensions Plans John Fallon Pearson Group Pension Plan. Accrual rate of 1/30th of pensionable salary per annum. Taxable and non-pensionable cash supplement Will Ethridge Robin Freestone Money Purchase 2003 section of the Pearson Group Pension Plan. Taxable and non- pensionable cash supplement Pearson Inc. Pension Plan and the approved 401(k) plan. Non-qualified Excess Plan Pearson Group Pension Plan. Accrual rate of 1/30th of pensionable salary per annum. Taxable and non-pensionable cash supplement Rona Fairhead John Makinson Pearson Group Pension Plan. 62 241.1 298 – – 298 Unfunded Unapproved Retirement Benefits Scheme Note 1 The accrued pension at 31 December 2013 is the deferred pension to which the member would be entitled on ceasing pensionable service on 31 December 2013. For Will Ethridge this is his pension from the US plan and the US SERP. For John Fallon and Rona Fairhead it relates to the pension payable from the UK plan. For John Makinson it relates to the pension from the UK Plan and his unapproved arrangements in aggregate. Robin Freestone does not accrue defined benefits. Note 2 This column comprises the increase in the directors’ accrued pension over the period (net of inflation) multiplied by 20 and from which the directors’ contributions are deducted. Note 3 This column comprises contributions to defined contribution arrangements for UK benefits. For US benefits, it includes company contributions to funded defined contribution plans. Note 4 This column represents the cash allowances paid in lieu of the previous FURBS arrangements for John Fallon, Robin Freestone and Rona Fairhead. John Makinson’s deferred FURBS entitlement is referred to in note 1 above. Note 5 Total annual value is the sum of the previous three columns. Note 6 Additional life cover and long-term disability insurance not covered by the retirement plans were previously reported as ‘other pension-related benefit costs’ and included in retirement benefits in the 2012 directors’ remuneration report and are now included as ‘allowances and benefits’. Note 7 There are no additional benefits or special arrangements under the retirement plans for directors who retire before their normal retirement date. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 102 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Details of long-term share interests including awards made in 2013 Long-term incentives Details of awards made, outstanding, held or released under the annual bonus share matching plan are as follows: Date of award Share price on date of award Vesting annual EPS growth Status of award Real compound 15/05/13 1,206.0p 15/05/12 1,152.0p 20/04/11 1,129.0p 15/05/16 15/05/15 20/04/14 − Outstanding subject to 2012 to 2015 performance − Outstanding subject to 2011 to 2014 performance -6.6% Performance condition not met. Matching share 21/04/10 1,024.1p 21/04/13 award lapsed 4.4% Target met for release of 84.5% of matching share award as reported in report on directors’ remuneration for 2012. Shares released on 21 April 2013 The pay-out to performance vesting scale for all awards is as follows: Performance condition < 3% real compound annual EPS growth 3% real compound annual EPS growth 3% to 5% real compound annual EPS growth 5% real compound annual EPS growth > real 5% compound annual EPS growth Pay-out (% of Match) Nil 50% 50% to 100% sliding scale 100% 100% Note For all awards, Pearson’s reported financial results for the relevant period were used to measure performance and no discretion has been exercised. The following directors invested part of their after-tax annual incentive in Pearson shares and received conditional matching awards under the annual bonus share matching plan on 15 May 2013 which will vest, subject to performance, on 15 May 2016 as follows: Name John Fallon Matching shares awarded Share price on date of award Face value on date of award 6,083 1,206.0p £73,361 Section 4 Governance 103 Details of awards made, outstanding, vested and held or released under the long-term incentive plan are as follows: Share price on date of award Vesting date Date of award Performance measures (award split equally across three measures) Performance period Pay-out at threshold Pay-out at maximum Actual performance % of award vested Status of award 01/05/13 1,183.0p 01/05/16 Relative TSR 2013 to 30% at median 100% at upper – ROIC 2016 2015 EPS growth 2015 compared to 2012 02/05/12 1,161.0p 02/05/15 Relative TSR 2012 to ROIC 2015 2014 EPS growth 2014 compared to 2011 0% for ROIC of 8.5% quartile 100% for ROIC of 10.5% 100% for EPS growth of 12.0% 30% for EPS growth of 6.0% 30% at median 100% at upper quartile 100% for ROIC of 10.5% 100% for EPS growth of 12.0% 0% for ROIC of 8.5% 30% for EPS growth of 6.0% – – – – – Outstanding Outstanding – – – – – – 03/05/11 1,149.0p 03/05/14 Relative TSR 2011 to 30% at median 100% at upper ROIC 2014 2013 EPS growth 2013 compared to 2010 03/03/10 962.0p 03/03/13 Relative TSR 2010 to quartile 100% for ROIC of 10.5% 100% for EPS growth of 12.0% 25% for ROIC of 9.0% 30% for EPS growth of 6.0% 30% at median 100% at upper 44th percentile 5.4% Nil Nil Estimated but still outstanding Lapsed -3.3% Nil ROIC 2013 2012 EPS growth 2012 compared to 2009 25% for ROIC of 8.5% 30% for EPS growth of 6.0% Nil 48th percentile 9.1% 47.5% quartile 100% for ROIC of 10.5% 100% for EPS growth of 12.0% 8.8% 62.5% 36.7% of shares vested. Three-quarters released on 3 March 2013. If after tax number of shares are retained for a further two years, the remaining quarter will be released on 3 March 2015 Note For all awards, Pearson’s reported financial results for the relevant period were used to measure performance and no discretion has been exercised. The following directors received conditional restricted share awards under the long-term incentive plan on 1 May 2013 which will vest, subject to performance, on 1 May 2016 as follows: Name John Fallon Robin Freestone Will Ethridge Face value on date of award Restricted shares awarded Share price on date of award % of 2013 base salary £ 250,000 150,000 150,000 1,183.0p £2,957,500 1,183.0p £1,774,500 1,183.0p £1,774,500 394% 326% 260% Summary of share plan interests The following tables summarise vested, released, lapsed, held, and outstanding share interests under the share-based incentive plans for executive directors who served throughout 2013. Awards are designated as: ABSMP annual bonus share matching plan, subject to performance conditions; LTIP long-term incentive plan, subject to performance conditions; Dividends where dividend-equivalent shares are added without performance conditions to vested shares under the ABSMP and LTIP and released immediately on award. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 104 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Award date Vesting date Status John Fallon Freestone Will Ethridge Robin Plan ABSMP ABSMP ABSMP ABSMP LTIP LTIP LTIP LTIP LTIP Dividends (LTIP) Dividends (LTIP) Dividends (ABSMP) Total 21/04/2010 21/04/2013 Released 20/04/2011 20/04/2014 Vested Value £000 Lapsed Held 15/05/2012 15/05/2015 Outstanding 15/05/2013 15/05/2016 Outstanding 04/03/2008 04/03/2011 Released 03/03/2009 03/03/2012 Held 03/03/2010 03/03/2013 Released Lapsed Held LTIP 03/05/2011 03/05/2014 Vested Value £000 Lapsed Held 02/05/2012 02/05/2015 Outstanding 01/05/2013 01/05/2016 Outstanding 04/03/2013 04/03/2013 Released (price 1,168.0p) 03/04/2013 03/04/2013 Released (price 1,143.0p) Value £000 Value £000 21/05/2013 21/05/2013 Released (price 1,262.0p) Value £000 Released Vested Held Outstanding Value £000 6,991 0 £0 4,539 0 8,917 6,083 24,375 29,887 41,257 50,000 13,752 0 £0 150,000 0 100,000 250,000 6,094 £71 5,199 £59 895 £11 84,811 0 43,639 365,000 £141 26,287 0 £0 29,049 0 17,833 − 30,468 25,617 34,381 41,667 11,460 0 £0 125,000 0 100,000 150,000 7,617 £89 4,333 £50 3,366 £42 106,452 0 37,077 267,833 £181 6,658 0 £0 4,517 0 4,485 − 36,562 29,887 41,257 50,000 13,752 0 £0 150,000 0 100,000 150,000 9,141 £107 5,199 £59 853 £11 99,670 0 43,639 254,485 £177 2013 single figure of remuneration Note 1 Vested means where awards are no longer subject to performance conditions. Released means where shares have been transferred to participants. Held means where awards have vested but are held pending release on the relevant anniversary of the award date. Outstanding means awards that have been granted but are still subject to the achievement of performance conditions. Note 2 No variations to terms and conditions of plan interests were made during the year. Note 3 Performance conditions and vesting for awards under the bonus share matching and long-term incentive plans are described on pages 102 and 103. Note 4 The single figure of remuneration for 2013 includes all awards that were subject to a performance condition where the performance period ended, or was substantially (but not fully) completed, at 31 December 2013 and awards where the performance condition has been satisfied but where the release of shares is subject to a further holding period. The same methodology has been applied for earlier periods and the single figure for earlier reporting periods has been restated where necessary. Note 5 The value of shares included in the single figure of remuneration is the number of shares multiplied by the share price on release (or, if the shares have not yet been released, the average share price over the final quarter of the year which for 2013 was 1,310.45p). Section 4 Governance 105 Movements in directors’ interests in share options John Fallon and Robin Freestone also hold options under the worldwide save for shares plan as follows: Name John Fallon Robin Freestone Date of grant 7/5/10 4/5/12 Options held as at 31 Dec 13 Option price Earliest exercise date 1,930 990 805.6p 909.0p 1/8/15 1/8/15 Value in 2013 single figure £000 0 0 Expiry date 1/2/16 1/2/16 Note 1 No share option awards were made, vested, or exercised in the year. Note 2 All share options that become exercisable during a year are included in the single figure of total remuneration for that year. The value included in the single figure of total remuneration is the number of options multiplied by the difference between the value on grant and the market value on the earliest exercise date. Note 3 No variations to terms and conditions of share options were made during the year. Note 4 Acquisition of shares under the worldwide save for shares plan is not subject to a performance condition. Note 5 The market price on 31 December 2013 was 1,341.0p per share and the range during the year was 1,119.0p to 1,365.0p. Payments to former directors It is the committee’s intention to disclose any payments to past directors, including the release of share-based awards post departure. The number of shares retained from the number of shares originally awarded takes into account lapses due to performance, releases prior to ceasing to be a director and, where applicable, pro-rating for service in the performance period. Marjorie Scardino Marjorie Scardino stepped down from the Pearson board on 31 December 2012. In accordance with her employment agreement, six months after retirement Marjorie Scardino received the distribution of the account cash and share balances of her unfunded unapproved defined contribution retirement plan. Marjorie also retained certain entitlements on retirement and received the following share releases during 2013: Number of shares retained Number of shares lapsed Number of shares released Plan ABSMP LTIP Dividends (ABSMP) Dividends (LTIP) Date of award 21 April 2010 20 April 2011 4 March 2008 3 March 2009 3 March 2010 3 May 2011 2 May 2012 4 March 2013 4 March 2013 3 April 2013 63,497 47,630 97,500 76,852 280,024 subject to 2012 performance 266,666 subject to 2013 performance 83,333 subject to 2014 performance – – – 0 47,630 0 0 133,333 266,666 0 – – – 63,497 0 97,500 76,852 146,691 0 0 Date of release 4 March 2013 – 4 March 2013 4 March 2013 3 March 2013 – – 6,160 4 March 2013 38,593 18,484 4 March 2013 3 April 2013 Number of shares outstanding 0 0 0 0 0 0 83,333 0 0 0 Note In the case of the 21 April 2010 annual bonus share matching award, the number of shares retained and released comprises the total number of shares originally awarded. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 106 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Rona Fairhead Rona Fairhead stepped down from the Pearson board on 26 April 2013 and left the company on 30 April 2013. Rona retained certain entitlements on leaving the company and received the following share releases during 2013: Plan LTIP Date of award 4 March 2008 3 March 2009 3 March 2010 3 May 2011 2 May 2012 Dividends 4 March 2013 3 April 2013 Number of shares retained 30,468 25,617 87,508 subject to 2012 performance 97,222 subject to 2013 performance + 40,000 shares 44,444 subject to 2014 performance – – Number of shares lapsed 0 0 41,667 97,222 0 0 0 Number of shares released 2013 single figure of remuneration £000 Number of shares held Number of shares outstanding Date of release 30,468 4 March 2013 25,617 10 May 2013 34,381 3 March 2013 11,460 10 May 2013 0 0 – – – – – – 0 0 0 0 – 40,000 0 0 0 0 0 – 0 44,444 7,617 4 March 2013 4,333 3 April 2013 £30 £17 − − − − Note 1 In the case of the 3 May 2011 long-term incentive award, the committee agreed in December 2012 that, in recognition of the circumstances at the time the award was made, 40,000 of the 165,000 shares originally awarded should vest in full at the normal vesting date. The remaining shares would be retained on her leaving pro rata for service and be released subject to performance in the normal way. Note 2 The value of dividends included in the 2013 single figure of remuneration is calculated pro rata for service in the year. John Makinson On stepping down from the board on 1 July 2013, John Makinson’s then remuneration package (base salary, annual incentive, allowances and benefits and retirement benefits) continued to apply for the remainder of 2013. He did not receive a Pearson long-term incentive award for 2013. John’s participation in Pearson share plans continues and he received the following share releases during 2013: Plan LTIP Date of award 4 March 2008 3 March 2009 3 March 2010 3 May 2011 2 May 2012 Dividends 4 March 2013 3 April 2013 30,468 25,617 87,508 subject to 2012 performance 125,000 subject to 2013 performance 100,000 subject to 2014 performance – – 125,000 0 0 0 Number of shares retained Number of shares lapsed Number of shares released 2013 single figure of remuneration £000 Number of shares held Number of shares outstanding Date of release 0 0 41,667 30,468 4 March 2013 – 34,381 3 March 2013 – – 0 – 25,617 – 11,460 0 0 0 0 0 0 – – – – 0 0 100,000 7,617 4 March 2013 4,333 3 April 2013 £44 £25 − − − − Note The value of dividends included in the 2013 single figure of remuneration is calculated pro rata for service in the year. Payments for loss of office Rona Fairhead As announced on 27 November 2012 and set out in the report on directors’ remuneration for 2012, Rona Fairhead stepped down from the board at the Annual General Meeting on 26 April 2013 and left the company on 30 April 2013. Her service agreement dated 24 January 2003 provided for notice periods of six months from the director and 12 months from the company and compensation on termination of employment by the company without notice or cause of 100% of annual salary at the date of termination, the annual cost of pension and all other benefits and 50% of potential annual incentive. The committee and the board determined that her leaving employment was a consequence of the planned incorporation of the professional education division overseen by Rona into other parts of Pearson's education business, coupled with the smaller size of the Financial Times Group owing to recent major divestments. The company therefore paid compensation amounting to £1,148,195 comprising: £529,100, an amount equal to her annual salary as of her leaving date; £195,815, an amount equal to the annual cost to the company of pension and other benefits (but excluding health care to which she remained entitled for 12 months from her leaving date); and £423,280, an amount equal to half of her maximum annual incentive opportunity. The company also made a contribution toward the cost of outplacement counselling (£50,000) and paid legal fees in connection with her leaving (£6,150). Section 4 Governance 107 John Makinson As first announced on 29 October 2012 and confirmed on 1 July 2013, John Makinson stepped down from the Pearson board to assume his full-time responsibilities as chairman of Penguin Random House on 1 July 2013. There was no payment for loss of office. John’s employment continues under service agreements with Pearson Inc. (for the US portion of his duties) and with Pearson Management Services Limited (for his duties in the rest of the world outside the US). These Pearson entities are entering into secondment agreements with Penguin Random House, pursuant to which John’s services as chairman are provided to, and paid for by, Penguin Random House. John is paid an annual base salary, but is no longer entitled to a location and market premium or an annual incentive. He will be eligible to receive a one-off performance- related cash long-term incentive award, the terms of which are being agreed by the remuneration committee of Penguin Random House. He will no longer receive awards under the Pearson long-term incentive plan. Penguin Random House is also meeting the cost of John’s accrual of Pearson pension benefits while he is seconded to Penguin Random House. Will Ethridge As announced on 23 May 2013, Will Ethridge stepped down from the board on 31 December 2013. There was no payment for loss of office. Will’s employment with Pearson Education Inc. continues on the same terms and conditions as previously pending his retirement on 31 December 2014. No compensation for loss of office or severance will be payable on his retirement. On retirement, he will retain entitlement to his 2012 long-term incentive award in full and to two- thirds and one-third respectively of his 2013 and any 2014 long-term incentive awards with shares released subject to performance in 2015, 2016 and 2017. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 108 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Interests of directors and value of shareholdings Directors’ interests The share interests of the continuing directors and their connected persons are as follows: Chairman Glen Moreno Executive directors John Fallon Robin Freestone Will Ethridge Non-executive directors David Arculus Vivienne Cox Ken Hydon Josh Lewis Linda Lorimer (appointed 1 July 2013) Harish Manwani (appointed 1 October 2013) Ordinary shares at 31 Dec 13 Conditional shares at 31 Dec 13 Total number of ordinary and conditional shares at 31 Dec 13 Value (x salary) Guideline (x salary) Guideline met 150,000 – – – – 262,569 478,507 397,017 16,301 1,351 17,818 5,681 637 180 43,639 37,077 43,639 306,208 515,584 440,656 4.5 10.5 7.2 2.00 1.25 1.25 – – – – – – – – – – – – – – – – – – – – – – – – – (cid:57) (cid:57) (cid:57) – – – – – – Note 1 Conditional shares means shares which have vested but remain held subject to continuing employment for a pre-defined holding period. Note 2 The current value of the executive directors’ holdings of ordinary and conditional shares is based on the middle market value of Pearson shares of 1,113.0p on 21 February 2014 against base salaries in 2013. All executive directors comfortably exceeded the shareholding guidelines. The shareholding guidelines do not apply to the chairman and non-executive directors. Note 3 Ordinary shares include both ordinary shares listed on the London Stock Exchange and American Depositary Receipts (ADRs) listed on the New York Stock Exchange. The figures include both shares and ADRs acquired by individuals investing part of their own after-tax annual bonus in Pearson shares under the annual bonus annual bonus share matching plan. Note 4 The register of directors’ interests (which is open to inspection during normal office hours) contains full details of directors’ shareholdings and options to subscribe for shares. The market price on 31 December 2013 was 1,341.0p per share and the range during the year was 1,119.0p to 1,365.0p. Note 5 There were no movements in ordinary shares between 1 January 2014 and a month prior to the sign-off of this report. Note 6 Ordinary shares do not include any shares vested but held pending release under a restricted share plan. Interests of directors John Fallon Robin Freestone Will Ethridge 0 200 400 600 Shareholding guideline Ordinary shares Conditional shares Number of shares (000) Section 4 Governance 109 At 31 December 2013, stock awards to be satisfied by new-issue equity granted in the last ten years under all Pearson share plans amounted to 1.6% of the company’s issued share capital. No stock awards granted in the last ten years under executive or discretionary share plans will be satisfied by new-issue equity. In addition, for existing shares no more than 5% of Pearson equity may be held in trust at any time. Against this limit, shares held in trust at 31 December 2013 amounted to 1.1% of the company’s issued share capital. The headroom available for all Pearson plans, executive or discretionary plans and shares held in trust is as follows: Headroom 2013 2012 2011 All Pearson plans Executive or discretionary plans Shares held in trust 8.4% 8.3% 8.3% 5.0% 5.0% 5.0% 3.9% 3.8% 3.2% Executive directors’ non-executive directorships In accordance with policy, the following executive directors served as non-executive directors elsewhere and retained fees or other benefits for the period covered by this report as follows: Name Company Fees/benefits Rona Fairhead HSBC Holdings plc £83,333 Other executive directors served as non-executive directors elsewhere but either waived or did not receive fees. Shareholding guidelines for executive directors Executive directors are expected to build up a substantial shareholding in the company in line with the policy of encouraging widespread employee ownership and to align further the interests of executives and shareholders. With effect from 2014, target holding is 300% of salary for the chief executive and 200% of salary for the other executive directors. Shares that count towards these guidelines include any shares held unencumbered by the executive, their spouse and/or dependent children plus any shares vested but held pending release under a restricted share plan. Executive directors have five years from the date of appointment to reach the guideline. There are currently no mandatory share ownership guidelines below executive director level, although employees are encouraged to become shareholders in the company by retaining shares acquired through the company’s discretionary and all-employee stock programmes. The shareholding guidelines do not apply to the chairman and non-executive directors. Dilution and use of equity We can use existing shares bought in the market, treasury shares or newly-issued shares to satisfy awards under the company’s various stock plans. For restricted stock awards under the long-term incentive plan and matching share awards under the annual bonus share matching plan, we would normally expect to use existing shares. There are limits on the amount of new-issue equity we can use. In any rolling ten-year period, no more than 10% of Pearson equity will be issued, or be capable of being issued, under all Pearson’s share plans, and no more than 5% of Pearson equity will be issued, or be capable of being issued, under executive or discretionary plans. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 110 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Historical performance and remuneration Total shareholder return performance We set out below Pearson’s total shareholder return (TSR) performance relative to the FTSE All-Share index on an annual basis over the five-year period 2008 to 2013. This comparison has been chosen because the FTSE All-Share represents the broad market index within which Pearson shares are traded. TSR is the measure of the returns that a company has provided for its shareholders, reflecting share price movements and assuming reinvestment of dividends (source: DataStream). In accordance with the new regulations, this section also presents Pearson’s TSR performance alongside the single figure of total remuneration for the CEO over the last five years and a summary of the variable pay outcomes relative to the prevailing maximum at the time. The table below summarises the total remuneration for the CEO over the last five years, and the outcomes of annual and long-term incentive plans as a proportion of maximum. Financial year ending Total remuneration − John Fallon (single figure, 000s) Total remuneration − Marjorie Scardino (single figure, 000s) Annual incentive − incumbent (% of maximum) Long-term incentive − incumbent (% of maximum) Total shareholder return: ﬁve years to 31 December 2013 275 250 225 200 175 150 125 100 75 2008 2009 2010 2011 2012 2013 Pearson FTSE All-Share 2009 2010 2011 2012 2013 – – – – 1,727 6,370 8,466 8,340 5,330 – 91.3% 92.1% 75.7% 24.2% 34.3% 80.0% 97.5% 68.3% 36.7% Nil Note 1 Marjorie Scardino stepped down from the board on 31 December 2012 and John Fallon was appointed CEO with effect from 1 January 2013. Note 2 The annual incentive is the actual annual incentive received by the incumbent as a percentage of maximum opportunity. Note 3 The long-term incentive is the pay-out of performance-related restricted shares under the long-term incentive plan where the year shown is the final year of the performance period for the purposes of calculating the single total figure of remuneration. Section 4 Governance 111 Comparative information Information on changes to remuneration for 2014 Executive directors’ base salaries We have undertaken a regular periodic review of base salaries for 2014 taking into account general economic and market conditions, the level of increases made across the company as a whole, the remuneration of executives in similar positions in comparable companies and individual performance. As a result of this review, the 2014 base salaries for the CEO and CFO are as follows: Base salary at 31 December 2013 Increase Base salary at 1 April 2014 John Fallon Robin Freestone £750,000 £545,000 £15,000 £11,000 2.0% 2.0% £765,000 £556,000 Full details will be set out in the annual remuneration report and included in the single figure of total remuneration for 2014. Annual incentive The key design principles underlying the company’s approach to annual incentives for 2014 are: ›(cid:3)full alignment of annual incentives with the global education strategy to reinforce a ‘one Pearson’ focus; ›(cid:3)a clear, transparent, coherent, consistent, organisation- wide approach to incentives and performance management with a common incentive framework for Lines of Business, Geographies and Enabling functions; ›(cid:3)the size of the overall annual incentive pay-out will be linked to overall Pearson performance. The following information is intended to provide additional context regarding the total remuneration for executive directors. Relative percentage change in remuneration for CEO The following table sets out the change between 2012 and 2013 in three elements of remuneration for the CEO, in comparison to the average for all employees. However, while the committee considers the increase in base pay for the CEO relative to the broader employee population, benefits are driven by local practices and eligibility is determined by level and individual circumstances which do not lend itself to comparison. Similarly, annual incentives are driven by different factors throughout the organisation and so are typically not compared. CEO All employees Allowances and benefits Base salary Annual incentive Total -24% 5% -77% 11% 7% -22% 8% 31% Note 1 The figures for the CEO are based on the remuneration of Majorie Scardino for 2012 and of John Fallon for 2013. Note 2 The figures for all employees reflect average salaries and average employee numbers each year. Annual incentives include all plans, including sales incentives. Relative importance of pay spend The committee consider directors’ remuneration in the context of the company’s allocation and disbursement of resources to different stakeholders. In particular, we chose operating profit because this is a measure of our ability to reinvest in the company. We include dividends because these constitute an important element of our return to shareholders. £m Operating profit Dividends Total wages and salaries Year-on-year change 2013 736 372 2012 932 346 £m -196 26 % -21% +8% 1,836 1,610 226 +14% Note Wages and salaries include continuing operations only and include directors. 2012 is restated on the same basis. Average employee numbers for continuing operations for 2013 were 42,115 (2012: 42,135). Further details are set out in note 5 to the financial statements on page 142. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S ›(cid:3)the sum of the CEO’s and the Pearson Executives’ ‘on target’ annual incentive constitutes the incentive pool for this group which flexes up or down based on overall Pearson performance; ›(cid:3)individual performance is assessed against goals set at the start of the year; ›(cid:3)individual pay-outs up to individual maximum opportunities and within the total pool are recommended by the CEO (or by the chairman in the case of the CEO himself) for review and, in the case of the executive directors, approval by the committee. The committee considers the performance targets for 2014 to be commercially sensitive. Details of performance measures, weightings and targets will be disclosed in the annual remuneration report for 2014 if and to the extent that the committee deems them to be no longer commercially sensitive. 112 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued The principles that underlie the ‘one Pearson’ approach to funding are that: ›(cid:3)there will be a single annual incentive pool for Pearson which will vary according to the performance of the whole company; ›(cid:3)for 2014, the overall Pearson performance measures and weightings will be: adjusted earnings per share (60% weighting); sales (20%); cash flow (20%); ›(cid:3)there will be a theoretical ‘on target’ size for the annual incentive pool which is the sum of all employees’ annual incentive opportunities; ›(cid:3)there will be scope to flex the size of the pool upwards if performance exceeds target (up to a cap) and downwards if performance falls short of target (down to a threshold below which no annual incentive would be paid). This flex will be sufficiently sensitive to demonstrate a clear link between overall performance and the annual incentive pay-out, but not so sensitive that there is significant uncertainty in the total pay-out. The committee will set a range around which the annual incentive pay-out can flex; ›(cid:3)the Pearson financial targets will be set each year as part of the normal operating plan process. The CEO and CFO will recommend the overall Pearson incentive funding metrics (including performance measures, targets and weightings) to the committee for approval in the normal way; ›(cid:3)the Pearson-derived pay-out may be informed and modified (up or down) reflecting the circumstances at the time consistent with the committee’s normal adjustment powers. In relation to the operation of the annual incentive framework for the executive directors and the Pearson Executive: ›(cid:3)there will be no change in individual annual incentive opportunities; ›(cid:3)for 2014, there would be one mechanism for determining annual incentive for an individual, namely a combination of Pearson-wide performance and individual goals; Section 4 Governance 113 Long-term incentives The committee reviewed the design and operation of the long-term incentives plan with the following changes for performance-related awards to be granted to members of the Pearson Executive in 2014: ›(cid:3)the weighting of the performance metrics will be 50% on earnings per share growth, 33.3% on return on invested capital and 16.7% on relative total shareholder return. ›(cid:3)performance will continue to be tested over three years and 75% of the vested shares will continue to be released at that point. However, there will be a mandatory restriction on participants’ ability to dispose of the 75% of the vested shares (other than to meet personal tax liabilities) for a further two years. Furthermore, participants’ rights to the release of the 25% of the vested shares will be subject to continued employment over the same period. We have set targets for the 2014 awards that are consistent with the company’s strategic objectives over the period to 2016. Subject to approval of the company’s remuneration policy, the performance measures and targets for the 2014 long-term incentive awards to the executive directors and other members of the Pearson Executive that will be made as soon as practicable after the AGM will be as follows: Performance measure Weighting Performance period Pay-out at threshold Pay-out progression Pay-out at maximum EPS growth 2016 compared to 2013 50% ROIC 33.3% 2016 30% for EPS growth of 6.0% 30% for ROIC of 6.5% Straight- line 50% for ROIC of 7.0% Relative TSR 16.7% 2014 to 2017 30% at median Straight- line 100% for EPS growth of 12.0% 100% for ROIC of 7.5% 100% at upper quartile We will set the level of individual awards consistent with those seen in recent years and below the policy maximum taking into account: ›(cid:3)the face value of individual awards at the time of grant, assuming that performance targets are met in full; ›(cid:3)market practice for comparable companies and market assessments of total remuneration from our independent advisers; ›(cid:3)individual roles and responsibilities; and ›(cid:3)company and individual performance. At the time of writing, the committee has yet to approve the 2014 long-term incentive awards for the executive directors and other members of the Pearson Executive. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 114 Pearson plc Annual report and accounts 2013 Report on directors’ remuneration continued Full details of individual awards and of the performance measures, weightings and targets for 2014 will be set out in the annual remuneration report for 2014. Fees for the chairman and non-executive directors The chairman’s and non-executive directors’ fees were reviewed for 2014. For 2015 and onwards, the averaging period for the calculation of relative total shareholder return will be moved to the period running up to the year end and the length of the averaging period will be increased to three months more in line with institutional investors’ preferences. Annual bonus share matching The previous annual bonus share matching plan will cease to operate with the last awards made in 2013 in respect of annual incentive for 2012. We have not made any compensatory adjustments to annual or long-term incentive opportunities to take this into account. As a consequence of that review, the basic non- executive directors’ fee, and the fees for committee chairmanship and committee membership were increased. Fees for the chairmanship and membership of the reputation and responsibility committee were also introduced for the first time. The salary for the chairman remains unchanged. The policy and future arrangements are set out on page 92 in the directors’ remuneration policy report. Approved by the board and signed on its behalf by David Arculus Director 10 March 2014 Section 5 Financial statements 115 Financial statements: contents Consolidated financial statements Independent auditors’ report to the members of Pearson plc Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Consolidated cash flow statement Notes to the consolidated financial statements 1 Accounting policies 2 Segment information 3 Discontinued operations 4 Operating expenses 5 Employee information 6 Net finance costs 7 Income tax 8 Earnings per share 9 Dividends 10 Property, plant and equipment 11 Intangible assets 12 Investments in joint ventures and associates 13 Deferred income tax 14 Classification of financial instruments 15 Other financial assets 16 Derivative financial instruments 17 Cash and cash equivalents (excluding overdrafts) 18 Financial liabilities – Borrowings 19 Financial risk management 20 Intangible assets – Pre-publication 21 Inventories 22 Trade and other receivables 23 Provisions for other liabilities and charges 24 Trade and other liabilities 25 Retirement benefit and other post-retirement obligations 26 Share-based payments 27 Share capital and share premium 28 Treasury shares 29 Other comprehensive income 30 Business combinations 31 Disposals including business closures 32 Held for sale 33 Transactions with non-controlling interest 34 Cash generated from operations 35 Contingencies 36 Commitments 37 Related party transactions 38 Events after the balance sheet date 39 Accounts and audit exemptions Company financial statements Company balance sheet Company statement of changes in equity Company cash flow statement Notes to the company financial statements Principal subsidiaries Five year summary Corporate and operating measures O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 116 123 124 125 127 128 129 136 140 140 142 143 144 146 148 149 151 154 157 159 161 161 163 164 166 173 173 174 175 175 176 183 185 185 186 186 188 189 189 190 191 191 192 192 193 195 196 197 198 204 205 207 116 Pearson plc Annual report and accounts 2013 Independent auditors’ report to the members of Pearson plc Report on the financial statements Our opinion In our opinion: ›(cid:3)The financial statements, defined below, give a true and fair view of the state of the Group’s and company’s affairs as at 31 December 2013 and of the Group’s profit and of the Group’s and company’s cash flows for the year then ended; ›(cid:3)The consolidated financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; ›(cid:3)The company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and ›(cid:3)The financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the consolidated financial statements, Article 4 of the IAS Regulation. This opinion is to be read in the context of what we say in the remainder of this report. Separate opinion in relation to IFRSs as issued by the IASB As explained in note 1 to the financial statements, the Group, in addition to applying IFRSs as adopted by the European Union, has also applied IFRSs as issued by the International Accounting Standards Board (IASB). In our opinion the consolidated financial statements comply with IFRSs as issued by the IASB. What we have audited The consolidated financial statements and company financial statements (the ‘financial statements’), which are prepared by Pearson plc, comprise: ›(cid:3)the consolidated and company balance sheet as at 31 December 2013; ›(cid:3)the consolidated income statement and statement of comprehensive income for the year then ended; ›(cid:3)the consolidated and company statements of changes in equity and cash flow statements for the year then ended; and ›(cid:3)the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information. The financial reporting framework that has been applied in their preparation comprises applicable law and IFRSs as adopted by the European Union and, as regards the company, as applied in accordance with the provisions of the Companies Act 2006. Certain disclosures required by the financial reporting framework have been presented elsewhere in the annual report and accounts (the ‘annual report’), rather than in the notes to the financial statements. These are cross-referenced from the financial statements and are identified as audited. What an audit of financial statements involves We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (ISAs (UK & Ireland)). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ›(cid:3)whether the accounting policies are appropriate to the Group’s and company’s circumstances and have been consistently applied and adequately disclosed; ›(cid:3)the reasonableness of significant accounting estimates made by the directors; and ›(cid:3)the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Section 5 Financial statements 117 Overview of our audit approach Materiality We set certain thresholds for materiality. These helped us to determine the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole. Using our professional judgement, we determined materiality for the consolidated financial statements as a whole to be £32m. This is based on 5% of profit before tax, after adjusting for non-recurring items such as gain on disposal of subsidiaries, this being an appropriate measure of the group’s underlying performance. We agreed with the audit committee that we would report to them misstatements identified during our audit above £2m as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. Overview of the scope of our audit The Group is organised into four business segments, being North American Education, International Education, Professional and FT Group, plus the investment in associate Penguin Random House. Each segment comprises a number of reporting units. The consolidated financial statements comprise these reporting units plus the Group’s centralised functions. In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed at the reporting units by us, as the Group engagement team, or component auditors within PwC UK and from other PwC network firms operating under our instruction. Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those reporting units to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the consolidated financial statements as a whole. Across these segments, we identified two reporting units in the US and UK that required an audit of their complete financial information due to size alone, plus a further nine reporting units in the US, UK, Brazil, China and South Africa that required specified procedures on certain transactions and balances. We also obtained an audit opinion on the financial information of the associate Penguin Random House. Our audit work at these reporting units and at head office gave us coverage of approximately 80% of the Group’s profit before tax. This, together with procedures at the consolidated Group level and at the Group’s shared service centres, provided the evidence we needed for our opinion on the consolidated financial statements taken as a whole. Areas of particular audit focus In preparing the financial statements, the directors made a number of subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We primarily focused our work in these areas by assessing the directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. In our audit, we tested and examined information, using sampling and other auditing techniques, to the extent we considered necessary to provide a reasonable basis for us to draw conclusions. We obtained audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. We considered the following areas to be those that required particular focus in the current year. This is not a complete list of all risks or areas of focus identified by our audit. We discussed these areas of focus with the audit committee. Their report on those matters that they considered to be significant issues in relation to the financial statements is set out on pages 68 and 69. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 118 Pearson plc Annual report and accounts 2013 Independent auditors’ report to the members of Pearson plc continued Area of focus Risk of fraud in revenue recognition Auditing standards require us to consider the risk of fraud in revenue recognition. We focused on material products and services where revenue recognition practices are particularly complex and subject to estimates, being: ›(cid:3) multiple element arrangements, such as the provision of supplementary (print or digital) materials or training with textbooks, where revenue is recognised for each element as if it were an individual contractual arrangement requiring the estimation of its fair value; and ›(cid:3) certain long-term contracts in the Education segments, where revenue is recognised using estimated percentage of completion based on costs. Risk of management override of internal controls Auditing standards require us to consider the risk of management override of internal controls. Penguin Random House transaction On 1 July 2013, management announced the completion of the Penguin Random House combination which resulted in a number of complex accounting and business model changes as follows: ›(cid:3) disposal accounting, including the gain on the sale; ›(cid:3) valuation of the new business and intangible assets; and ›(cid:3) associate accounting, including alignment of accounting policies and presentation of results in the consolidated financial statements. We focused on this area because it was a complex transaction which required the directors to exercise a significant level of judgement. How the scope of our audit addressed the area of focus We evaluated the relevant systems and tested the internal controls over the accurate and complete recording of revenue. We assessed the accounting treatment of new contracts at inception, including examination of evidence supporting key assumptions and estimates. We assessed the profitability and percentage of completion estimates made for material long-term revenue contracts and assessed multiple-element arrangements and the related fair value allocations. We performed substantive testing of revenue recorded during the year and evaluated any changes in estimates to determine if they were indicators of management bias. We also tested manual journals posted to revenue to determine their appropriateness and compliance with Group revenue recognition policies. We assessed the overall control environment of the Group, including the arrangements for staff to ‘whistleblow’ inappropriate actions, and interviewed senior management and the Group’s internal audit function. We examined the significant accounting estimates and judgements relevant to the financial statements for evidence of bias by the directors that may represent a risk of material misstatement due to fraud. We also tested manual journal entries, including consolidation entries, and incorporated elements of unpredictability in the nature, timing and extent of our audit procedures. We evaluated the directors’ assessment of this transaction as a disposal of a business segment and an acquisition. We evaluated the valuation of the business and associated gain on disposal. We also assessed the resulting associate accounting including the fair value acquisition adjustments such as recognition of intangible assets and alignment of accounting policies and their application. For the valuation exercises we assessed the directors’ cash flow forecasts, comparing them to board approved plans and challenged the underlying assumptions. Section 5 Financial statements 119 Area of focus Provision for uncertain tax liabilities The Group is subject to several tax regimes due to the geographical diversity of its businesses. The directors are required to exercise significant judgement in determining the appropriate amount to provide in respect of potential tax exposures and uncertain tax provisions. The most significant of these relate to US tax. We focused on this area because of the inherent judgements required in estimating the amount of any provision required. Changes in assumptions can materially impact the level of provisions recorded in the financial statements. Returns provisions We focused on this area because there are material judgemental provisions for anticipated book returns within the Education segments particularly as the Group transitions from print to digital. Valuation of pre-publication assets and inventories We focused on this area because there are material pre- publication assets and inventories within the Education segments. Judgement is required to evaluate the valuation of these assets which may be more complex during the transition from print to digital. Goodwill impairment reviews We focused on this area because the Group carries significant goodwill and acquired intangible asset balances. There is judgement in the identification and aggregation of cash generating units (CGUs) and in the assumptions used in the annual goodwill impairment review. How the scope of our audit addressed the area of focus We obtained an understanding of the Group’s tax strategy to identify tax risks relating to business and legislative developments. We recalculated the directors’ valuation of tax provisions and determined whether the calculations were in line with the Group’s tax policies and had been applied consistently. We evaluated key underlying assumptions, particularly in the US and in territories with new cross border tax structures, having due regard to ongoing correspondence between the Group and local tax authorities. We tested the calculation of the provisions, assessing judgements for reasonableness against historical experience and the impact on returns of the ongoing business transition from print to digital. We also tested controls in the shipment and returns provisioning processes. We evaluated the recoverability of the pre-publication assets and inventories held, by assessing actual experience against historical estimates and in light of business transition from print to digital. We also tested controls in the pre-publication assets and inventories processes. We tested management’s impairment analysis by examining their identification and aggregation of CGUs and by evaluating the underlying assumptions through assessment of forecasts, market conditions and sensitivity analysis and through assessing the historical accuracy of forecasts and budgets. We assessed management’s calculation of discount rates and perpetuity growth rates and we tested the integrity of the valuation model. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 120 Pearson plc Annual report and accounts 2013 Independent auditors’ report to the members of Pearson plc continued Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: ›(cid:3)we have not received all the information and explanations we require for our audit; or ›(cid:3)adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or ›(cid:3)the company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Directors’ remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors’ remuneration specified by law have not been made. We have no exceptions to report arising from this responsibility. Going concern Under the Listing Rules we are required to review the directors’ statement, set out on page 72, in relation to going concern. We have nothing to report having performed our review. As noted in the directors’ statement, the directors have concluded that it is appropriate to prepare the consolidated and company financial statements using the going concern basis of accounting. The going concern basis presumes that the Group and company have adequate resources to remain in operation, and that the directors intend them to do so, for at least one year from the date the financial statements were signed. As part of our audit we have concluded that the directors’ use of the going concern basis is appropriate. However, because not all future events or conditions can be predicted, these statements are not a guarantee as to the Group’s and the company’s ability to continue as a going concern. Opinions on other matters prescribed by the Companies Act 2006 In our opinion: ›(cid:3)the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ›(cid:3)the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Section 5 Financial statements 121 Other information in the annual report Under ISAs (UK & Ireland), we are required to report to you if, in our opinion, information in the annual report is: ›(cid:3)materially inconsistent with the information in the audited financial statements; or ›(cid:3)apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group and company acquired in the course of performing our audit; or ›(cid:3)is otherwise misleading. We have no exceptions to report arising from this responsibility. Corporate Governance Statement Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to the Company’s compliance with nine provisions of the UK Corporate Governance Code (the Code). We have nothing to report having performed our review. On page 74 of the annual report, as required by the Code Provision C.1.1, the directors state that they consider the annual report taken as a whole to be fair, balanced and understandable and provides the information necessary for members to assess the Group’s performance, business model and strategy. On pages 68 and 69, as required by C.3.8 of the Code, the audit committee has set out the significant issues that it considered in relation to the financial statements, and how they were addressed. Under ISAs (UK & Ireland) we are required to report to you if, in our opinion: ›(cid:3)the statement given by the directors is materially inconsistent with our knowledge of the Group acquired in the course of performing our audit; or ›(cid:3)the section of the annual report describing the work of the audit committee does not appropriately address matters communicated by us to the audit committee. We have no exceptions to report arising from this responsibility. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 122 Pearson plc Annual report and accounts 2013 Independent auditors’ report to the members of Pearson plc continued Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the statement of directors’ responsibilities set out on page 74, the directors are responsible for the preparation of the consolidated and company financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the consolidated and company financial statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Stuart Newman (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London, United Kingdom 10 March 2014 Notes: (a)(cid:3) The maintenance and integrity of the Pearson plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. (b)(cid:3) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Section 5 Financial statements 123 Consolidated income statement Year ended 31 December 2013 All figures in £ millions Sales Cost of goods sold Gross profit Operating expenses Loss on closure of subsidiary Share of results of joint ventures and associates Operating profit Finance costs Finance income Profit before tax Income tax Profit for the year from continuing operations Profit for the year from discontinued operations Profit for the year Attributable to: Equity holders of the company Non-controlling interest Earnings per share for profit from continuing and discontinued operations attributable to equity holders of the company during the year (expressed in pence per share) – basic – diluted Earnings per share for profit from continuing operations attributable to equity holders of the company during the year (expressed in pence per share) – basic – diluted Notes 2013 2012 Restated 4,959 (2,187) 2,772 (2,181) (113) 9 487 (115) 19 391 (138) 253 61 314 5,069 (2,312) 2,757 (2,353) – 54 458 (111) 35 382 (87) 295 244 539 538 1 311 3 66.6p 66.5p 38.7p 38.6p 36.4p 36.3p 31.1p 31.0p 2 4 4 12 2 6 6 7 3 8 8 8 8 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 124 Pearson plc Annual report and accounts 2013 Consolidated statement of comprehensive income Year ended 31 December 2013 All figures in £ millions Profit for the year Items that may be reclassified to the income statement Net exchange differences on translation of foreign operations – Group Net exchange differences on translation of foreign operations – associates Currency translation adjustment disposed – Group Attributable tax Items that are not reclassified to the income statement Remeasurement of retirement benefit obligations – Group Remeasurement of retirement benefit obligations – associates Attributable tax Other comprehensive expense for the year Total comprehensive income for the year Attributable to: Equity holders of the company Non-controlling interest Notes 2013 7 25 7 539 (206) (11) (18) 6 79 – (23) (173) 366 369 (3) 2012 Restated 314 (238) – – 1 (100) (3) 50 (290) 24 23 1 Consolidated balance sheet As at 31 December 2013 Section 5 Financial statements 125 All figures in £ millions Notes 2013 2012 Assets Non-current assets Property, plant and equipment Intangible assets Investments in joint ventures and associates Deferred income tax assets Financial assets – Derivative financial instruments Retirement benefit assets Other financial assets Trade and other receivables Current assets Intangible assets – Pre-publication Inventories Trade and other receivables Financial assets – Derivative financial instruments Financial assets – Marketable securities Cash and cash equivalents (excluding overdrafts) Assets classified as held for sale Total assets Liabilities Non-current liabilities Financial liabilities – Borrowings Financial liabilities – Derivative financial instruments Deferred income tax liabilities Retirement benefit obligations Provisions for other liabilities and charges Other liabilities Current liabilities Trade and other liabilities Financial liabilities – Borrowings Current income tax liabilities Provisions for other liabilities and charges Liabilities directly associated with assets classified as held for sale Total liabilities Net assets 10 11 12 13 16 25 15 22 20 21 22 16 14 17 32 18 16 13 25 23 24 24 18 23 32 342 5,801 1,092 250 111 86 94 70 7,846 717 224 1,173 13 6 729 2,862 223 327 6,218 15 229 174 – 31 79 7,073 666 261 1,104 4 6 1,062 3,103 1,172 10,931 11,348 (1,693) (48) (612) (142) (77) (257) (2,829) (1,505) (533) (164) (112) (2,314) (82) (2,010) – (601) (172) (110) (282) (3,175) (1,556) (262) (291) (38) (2,147) (316) (5,225) 5,706 (5,638) 5,710 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 126 Pearson plc Annual report and accounts 2013 Consolidated balance sheet continued As at 31 December 2013 All figures in £ millions Notes 2013 2012 Equity Share capital Share premium Treasury shares Translation reserve Retained earnings Total equity attributable to equity holders of the company Non-controlling interest Total equity 27 27 28 205 2,568 (98) (103) 3,128 5,700 6 5,706 204 2,555 (103) 128 2,902 5,686 24 5,710 These financial statements have been approved for issue by the board of directors on 10 March 2014 and signed on its behalf by Robin Freestone Chief financial officer Section 5 Financial statements 127 Consolidated statement of changes in equity Year ended 31 December 2013 Equity attributable to equity holders of the company All figures in £ millions At 1 January 2013 Profit for the year Other comprehensive expense Equity-settled transactions Tax on equity-settled transactions Issue of ordinary shares under share option schemes Purchase of treasury shares Release of treasury shares Put options over non-controlling interest Changes in non-controlling interest Dividends At 31 December 2013 All figures in £ millions At 1 January 2012 Profit for the year Other comprehensive expense Equity-settled transactions Tax on equity-settled transactions Issue of ordinary shares under share option schemes Purchase of treasury shares Release of treasury shares Put options over non-controlling interest Changes in non-controlling interest Dividends At 31 December 2012 Share capital Share premium Treasury shares Translation reserve Retained earnings 204 – – – – 1 – – – – – 205 2,555 – – – – 13 – – – – – 2,568 (103) – – – – – (47) 52 – – – (98) Non- controlling interest 24 1 (4) – – – – – Total 5,686 538 (169) 37 – 14 (47) – Total equity 5,710 539 (173) 37 – 14 (47) – 128 – (231) – – 2,902 538 62 37 – – – – – – (52) – – – (103) – 13 (372) 3,128 – 13 (372) 5,700 – (15) – 6 – (2) (372) 5,706 Equity attributable to equity holders of the company Restated Share capital Share premium Treasury shares Translation reserve Retained earnings 204 – – – – – – – – – – 204 2,544 – – – – 11 – – – – – 2,555 (149) – – – – – – 46 – – – (103) 364 – (236) – – – – – – – – 128 Non- controlling interest 19 3 (2) – – – – – Total 5,943 311 (288) 32 (6) 11 – – Total equity 5,962 314 (290) 32 (6) 11 – – 2,980 311 (52) 32 (6) – – (46) 39 (10) (346) 2,902 39 (10) (346) 5,686 – 6 (2) 24 39 (4) (348) 5,710 The translation reserve includes exchange differences arising from the translation of the net investment in foreign operations and of borrowings and other currency instruments designated as hedges of such investments. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 128 Pearson plc Annual report and accounts 2013 Consolidated cash flow statement Year ended 31 December 2013 All figures in £ millions Notes 2013 2012 Cash flows from operating activities Net cash generated from operations Interest paid Tax paid Net cash generated from operating activities Cash flows from investing activities Acquisition of subsidiaries, net of cash acquired Acquisition of joint ventures and associates Purchase of investments Purchase of property, plant and equipment Purchase of intangible assets Disposal of subsidiaries, net of cash disposed Proceeds from sale of associates Proceeds from sale of investments Proceeds from sale of property, plant and equipment Proceeds from sale of intangible assets Proceeds from sale of liquid resources Investment in liquid resources Interest received Dividends received from joint ventures and associates Net cash used in investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Purchase of treasury shares Proceeds from borrowings Loans to related parties Loans advanced Liquid resources acquired Repayment of borrowings Finance lease principal payments Dividends paid to company’s shareholders Dividends paid to non-controlling interest Transactions with non-controlling interest Net cash used in financing activities Effects of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year The consolidated cash flow statement includes discontinued operations (see note 3). 34 30 31 34 27 28 9 33 17 684 (82) (246) 356 (48) (10) (64) (118) (64) (132) 2 2 28 2 13 (14) 9 64 (330) 14 (47) 319 (44) (5) – (225) (8) (372) – (76) (444) 21 (397) 1,137 740 916 (75) (65) 776 (716) (39) (10) (78) (73) (11) – – 1 3 23 (19) 9 27 (883) 11 – 327 – – (1) – (8) (346) (2) (4) (23) (24) (154) 1,291 1,137 Notes to the consolidated financial statements Section 5 Financial statements 129 General information Pearson plc (the company) its subsidiaries and associates (together the Group) are international media businesses covering education, business information and consumer publishing. The company is a public limited company incorporated and domiciled in England. The address of its registered office is 80 Strand, London WC2R 0RL. The company has its primary listing on the London Stock Exchange and is also listed on the New York Stock Exchange. These consolidated financial statements were approved for issue by the board of directors on 10 March 2014. 1. Accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. a. Basis of preparation These consolidated financial statements have been prepared on the going concern basis and in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee interpretations as adopted by the European Union (EU) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. In respect of the accounting standards applicable to the Group there is no difference between EU-adopted and IASB-adopted IFRS. These consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and liabilities (including derivative financial instruments) to fair value through profit or loss. 1. Interpretations and amendments to published standards effective 2013 ›(cid:3)The following amendments and interpretations were adopted in 2013: ›(cid:3)Amendments to IAS 19 ‘Employee Benefits (2011)’, effective for annual reporting periods beginning on or after 1 January 2013. The amendments include the elimination of the corridor approach, changes to the calculation of the net interest and service cost components and changes to disclosure. The 2012 results have been restated for IAS 19 (2011) with the results as follows: Operating profit reduced by £4m. Net finance costs increased by £15m. Income tax charge reduced by £4m. The remeasurement of retirement benefit obligations charge in the statement of other comprehensive income reduced by £15m. If the results for 2013 had been prepared under IAS 19 (rev 2008) the service cost would have been £4m lower and the net interest income would have been £28m higher. ›(cid:3)Amendments to IAS 1 ‘Presentation of Financial Statements’ – Presentation of Items and Other Comprehensive Income, effective for annual reporting periods beginning on or after 1 July 2012. The amendments require the grouping of items in other comprehensive income into those that may be reclassified to the income statement in subsequent periods, and those that will not. The statement of other comprehensive income has been updated to present this information. ›(cid:3)The IASB issued a ‘package of five’ new and amended standards together. IFRS 10 ‘Consolidated Financial Statements’, IFRS 11 ‘Joint Arrangements’ and IFRS 12 ‘Disclosures of Involvement with Other Entities’ have been issued. IAS 27 ‘Separate Financial Statements’ (Revised 2011) has been amended following the issuance of IFRS 10 and retains the guidance for separate financial statements. IAS 28 ‘Investments in Associates and Joint Ventures’ (Revised 2011) has been amended following the issuance of IFRS 10 and IFRS 11. All three new standards and two amended standards are not mandatory for the Group until 1 January 2014. However, the Group has early adopted these standards and amendments as of 1 January 2013. ›(cid:3)IFRS 13 ‘Fair Value Measurement’, effective for annual reporting periods beginning on or after 1 January 2013. The standard defines fair value, provides guidance on its determination, and introduces disclosure requirements on fair value measurements. ›(cid:3)Amendments to IFRS 7, ‘Financial Instruments – Disclosures’ regarding asset and liability offsetting. Amendments to IAS 36, ‘Impairment of assets’, on the recoverable amount disclosures for non-financial assets. This amendment removed certain disclosures of the recoverable amount of CGUs which had been included in IAS 36 by the issue of IFRS 13. The amendment is not mandatory for the Group until 1 January 2014. However, the Group has early adopted the amendments as of 1 January 2013. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 130 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 1. Accounting policies continued a. Basis of preparation continued With the exception of IAS 19 ‘Employee Benefits (2011)’, the adoption of these new pronouncements from 1 January 2013, does not have a material impact on the consolidated financial statements. Disclosure requirements have been updated as required. 2. Standards, interpretations and amendments to published standards that are not yet effective The Group has not early adopted the following new pronouncements that are not yet effective: ›(cid:3)IFRS 9 ‘Financial Instruments’, effective for annual reporting periods beginning on or after 1 January 2018. The new standard details the requirements for the classification, measurement and recognition of financial assets and liabilities. The Group is yet to assess the full impact of IFRS 9, and will do so once the remaining sections of the standard are completed. ›(cid:3)IFRIC 21, ‘Levies’ details the accounting for an obligation to pay a levy that is not income tax. As the Group is not currently subjected to significant levies the impact on the Group is not material. 3. Critical accounting assumptions and judgements The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting assumptions. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas requiring a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are discussed in the relevant accounting policies under the following headings: Intangible assets: Goodwill Intangible assets: Pre-publication assets Taxation Employee benefits: Pension obligations Revenue recognition b. Consolidation 1. Business combinations The acquisition method of accounting is used to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interest issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition related costs are expensed as incurred in the operating expenses line of the income statement. Identifiable assets and contingent assets acquired and identifiable liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For material acquisitions, the fair value of the acquired intangible assets is determined by an independent valuer. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. See note 1e(1) for the accounting policy on goodwill. If this is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the income statement. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. 2. Subsidiaries Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. 3. Transactions with non-controlling interests Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions, that is as transactions with the owners in their capacity as owners. Any surplus or deficit arising from disposals to a non-controlling interest is recorded in equity. For purchases from a non-controlling interest, the difference between consideration paid and the relevant share acquired of the carrying value of the subsidiary is recorded in equity. 4. Joint ventures and associates Joint ventures are entities in which the Group holds an interest on a long-term basis and has rights to the net assets through contractually agreed sharing of control. Associates are entities over which the Group has significant influence but not the power to control the financial and operating policies, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in joint ventures and associates are accounted for by the equity method and are initially recognised at the fair value of consideration transferred. Section 5 Financial statements 131 1. Accounting policies continued b. Consolidation continued The Group’s share of its joint ventures’ and associates’ post-acquisition profits or losses is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. The Group’s share of its joint ventures’ and associates’ results is recognised as a component of operating profit as these operations form part of the core publishing business of the Group and are an integral part of existing wholly-owned businesses. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in a joint venture or associate equals or exceeds its interest in the joint venture or associate the Group does not recognise further losses unless the Group has incurred obligations or made payments on behalf of the joint venture or associate. c. Foreign currency translation 1. Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in sterling, which is the company’s functional and presentation currency. 2. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying net investment hedges. 3. Group companies The results and financial position of all Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows: i) assets and liabilities are translated at the closing rate at the date of the balance sheet; ii) income and expenses are translated at average exchange rates; iii) all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. The Group treats specific inter-company loan balances, which are not intended to be repaid in the foreseeable future, as part of its net investment. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale. The principal overseas currency for the Group is the US dollar. The average rate for the year against sterling was $1.57 (2012: $1.59) and the year end rate was $1.66 (2012: $1.63). d. Property, plant and equipment Property, plant and equipment are stated at historical cost less depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for intended use. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost less their residual values over their estimated useful lives as follows: Buildings (freehold): Buildings (leasehold): Plant and equipment: 20–50 years over the period of the lease 3–10 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. The carrying value of an asset is written down to its recoverable amount if the carrying value of the asset is greater than its estimated recoverable amount. e. Intangible assets 1. Goodwill For the acquisition of subsidiaries made on or after 1 January 2010 goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. For the acquisition of subsidiaries made from the date of transition to IFRS to 31 December 2009 goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets acquired. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates and joint ventures represents the excess of the cost of O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 132 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 1. Accounting policies continued e. Intangible assets continued an acquisition over the fair value of the Group’s share of the net identifiable assets acquired. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. An impairment loss is recognised to the extent that the carrying value of goodwill exceeds the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. These calculations require the use of estimates and significant management judgement. A description of the key assumptions and sensitivities is included in note 11. Goodwill is allocated to aggregated cash-generating units for the purpose of impairment testing. The allocation is made to those aggregated cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. IFRS 3 ‘Business Combinations’ has not been applied retrospectively to business combinations before the date of transition to IFRS. 2. Acquired software Software separately acquired for internal use is capitalised at cost. Software acquired in material business combinations is capitalised at its fair value as determined by an independent valuer. Acquired software is amortised on a straight-line basis over its estimated useful life of between three and eight years. 3. Internally developed software Internal and external costs incurred during the preliminary stage of developing computer software for internal use are expensed as incurred. Internal and external costs incurred to develop computer software for internal use during the application development stage are capitalised if the Group expects economic benefits from the development. Capitalisation in the application development stage begins once the Group can reliably measure the expenditure attributable to the software development and has demonstrated its intention to complete and use the software. Internally developed software is amortised on a straight-line basis over its estimated useful life of between three and eight years. 4. Acquired intangible assets Acquired intangible assets include customer lists and relationships, trademarks and brands, publishing rights, content and technology. These assets are capitalised on acquisition at cost and included in intangible assets. Intangible assets acquired in material business combinations are capitalised at their fair value as determined by an independent valuer. Intangible assets are amortised over their estimated useful lives of between two and 20 years, using an amortisation method that reflects the pattern of their consumption. 5. Pre-publication assets Pre-publication assets represent direct costs incurred in the development of educational programmes and titles prior to their publication. These costs are recognised as current intangible assets where the title will generate probable future economic benefits and costs can be measured reliably. Pre-publication assets are amortised upon publication of the title over estimated economic lives of five years or less, being an estimate of the expected operating life cycle of the title, with a higher proportion of the amortisation taken in the earlier years. The investment in pre-publication assets has been disclosed as part of cash generated from operations in the cash flow statement (see note 34). The assessment of the recoverability of pre-publication assets and the determination of the amortisation profile involve a significant degree of judgement based on historical trends and management estimation of future potential sales. An incorrect amortisation profile could result in excess amounts being carried forward as intangible assets that would otherwise have been written off to the income statement in an earlier period. Reviews are performed regularly to estimate recoverability of pre-publication assets. The carrying amount of pre-publication assets is set out in note 20. f. Other financial assets Other financial assets, designated as available for sale investments, are non-derivative financial assets measured at estimated fair value. Changes in the fair value are recorded in equity in the fair value reserve. On the subsequent disposal of the asset, the net fair value gains or losses are taken to the income statement. Section 5 Financial statements 133 j. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases the company’s equity share capital (treasury shares) the consideration paid, including any directly attributable incremental costs, net of income taxes, is deducted from equity attributable to the company’s equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable transaction costs and the related income tax effects, is included in equity attributable to the company’s equity holders. k. Borrowings Borrowings are recognised initially at fair value, which is proceeds received net of transaction costs incurred. Borrowings are subsequently stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value being recognised in the income statement over the period of the borrowings using the effective interest method. Accrued interest is included as part of borrowings. Where a debt instrument is in a fair value hedging relationship, an adjustment is made to its carrying value in the income statement to reflect the hedged risk. Interest on borrowings is expensed in the income statement as incurred. l. Derivative financial instruments Derivatives are recognised at fair value and remeasured at each balance sheet date. The fair value of derivatives is determined by using market data and the use of established estimation techniques such as discounted cash flow and option valuation models. The Group designates certain of the derivative instruments within its portfolio to be hedges of the fair value of its bonds (fair value hedges) or hedges of net investments in foreign operations (net investment hedges). O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 1. Accounting policies continued g. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first in first out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. Provisions are made for slow moving and obsolete stock. h. Royalty advances Advances of royalties to authors are included within trade and other receivables when the advance is paid less any provision required to adjust the advance to its net realisable value. The realisable value of royalty advances relies on a degree of management judgement in determining the profitability of individual author contracts. If the estimated realisable value of author contracts is overstated, this will have an adverse effect on operating profits as these excess amounts will be written off. The recoverability of royalty advances is based upon an annual detailed management review of the age of the advance, the future sales projections for new authors and prior sales history of repeat authors. The royalty advance is expensed at the contracted or effective royalty rate as the related revenues are earned. Royalty advances which will be consumed within one year are held in current assets. Royalty advances which will be consumed after one year are held in non-current assets. i. Cash and cash equivalents Cash and cash equivalents in the cash flow statement include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included in borrowings in current liabilities in the balance sheet. Short-term deposits and marketable securities with maturities of greater than three months do not qualify as cash and cash equivalents. Movements on these financial instruments are classified as cash flows from financing activities in the cash flow statement where these amounts are used to offset the borrowings of the Group or as cash flows from investing activities where these amounts are held to generate an investment return. 134 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 1. Accounting policies continued l. Derivative financial instruments continued Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The effective portion of changes in the fair value of derivatives that are designated and qualify as net investment hedges are recognised in other comprehensive income. Gains and losses accumulated in equity are included in the income statement when the corresponding foreign operation is disposed of. Gains or losses relating to the ineffective portion are recognised immediately in finance income or finance costs in the income statement. Certain derivatives do not qualify or are not designated as hedging instruments. Such derivatives are classified at fair value and any movement in their fair value is recognised immediately in finance income or finance costs in the income statement. m. Taxation Current tax is recognised on the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred income tax is provided, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided in respect of the undistributed earnings of subsidiaries other than where it is intended that those undistributed earnings will not be remitted in the foreseeable future. Current and deferred tax are recognised in the income statement, except when the tax relates to items charged or credited directly to equity or other comprehensive income, in which case the tax is also recognised in equity or other comprehensive income. The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the estimates in relation to the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised. In particular, significant judgement is used when assessing the extent to which deferred tax assets should be recognised with consideration given to the timing and level of future taxable income together with any future tax planning strategies. n. Employee benefits 1. Pension obligations The retirement benefit asset and obligation recognised in the balance sheet represents the net of the present value of the defined benefit obligation and the fair value of plan assets at the balance sheet date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting estimated future cash flows using yields on high quality corporate bonds which have terms to maturity approximating the terms of the related liability. The determination of the pension cost and defined benefit obligation of the Group’s defined benefit pension schemes depends on the selection of certain assumptions, which include the discount rate, inflation rate, salary growth and longevity. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. The service cost, representing benefits accruing over the year, is included in the income statement as an operating cost. Net interest is calculated by applying the discount rate to the net defined benefit obligation and is presented as finance costs or finance income. Section 5 Financial statements 135 1. Accounting policies continued n. Employee benefits continued Obligations for contributions to defined contribution pension plans are recognised as an operating expense in the income statement as incurred. 2. Other post-retirement obligations The expected costs of post-retirement healthcare and life assurance benefits are accrued over the period of employment, using a similar accounting methodology as for defined benefit pension obligations. The liabilities and costs relating to significant other post-retirement obligations are assessed annually by independent qualified actuaries. 3. Share-based payments The fair value of options or shares granted under the Group’s share and option plans is recognised as an employee expense after taking into account the Group’s best estimate of the number of awards expected to vest. Fair value is measured at the date of grant and is spread over the vesting period of the option or share. The fair value of the options granted is measured using an option model that is most appropriate to the award. The fair value of shares awarded is measured using the share price at the date of grant unless another method is more appropriate. Any proceeds received are credited to share capital and share premium when the options are exercised. o. Provisions Provisions are recognised if the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are discounted to present value where the effect is material. The Group recognises a provision for deferred consideration at fair value. The Group recognises a provision for onerous lease contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract. The provision is based on the present value of future payments for surplus leased properties under non- cancellable operating leases, net of estimated sub- leasing income. p. Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services net of sales taxes, rebates and discounts, and after eliminating sales within the Group. Revenue from the sale of books is recognised when title passes. A provision for anticipated returns is made based primarily on historical return rates. If these estimates do not reflect actual returns in future periods then revenues could be understated or overstated for a particular period. Circulation and advertising revenue is recognised when the newspaper or other publication is published. Subscription revenue is recognised on a straight-line basis over the life of the subscription. Where a contractual arrangement consists of two or more separate elements that can be provided to customers either on a stand-alone basis or as an optional extra, such as the provision of supplementary materials with textbooks, revenue is recognised for each element as if it were an individual contractual arrangement. Revenue from multi-year contractual arrangements, such as contracts to process qualifying tests for individual professions and government departments, is recognised as performance occurs. The assumptions, risks, and uncertainties inherent in long-term contract accounting can affect the amounts and timing of revenue and related expenses reported. Certain of these arrangements, either as a result of a single service spanning more than one reporting period or where the contract requires the provision of a number of services that together constitute a single project, are treated as long-term contracts with revenue recognised on a percentage of completion basis. Losses on contracts are recognised in the period in which the loss first becomes foreseeable. Contract losses are determined to be the amount by which estimated total costs of the contract exceed the estimated total revenues that will be generated by the contract. On certain contracts, where the Group acts as agent, only commissions and fees receivable for services rendered are recognised as revenue. Any third-party costs incurred on behalf of the principal that are rechargeable under the contractual arrangement are not included in revenue. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 136 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 1. Accounting policies continued p. Revenue recognition continued Income from recharges of freight and other activities which are incidental to the normal revenue generating activities is included in other income. q. Leases Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the commencement of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in financial liabilities – borrowings. The interest element of the finance cost is charged to the income statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term. Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases by the lessee. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. r. Dividends Dividends are recorded in the Group’s financial statements in the period in which they are approved by the company’s shareholders. s. Assets and liabilities held for sale Assets and liabilities are classified as held for sale and stated at the lower of carrying amount and fair value less costs to sell if it is intended to recover their carrying amount principally through a sale transaction rather than through continuing use. No depreciation is charged in respect of non-current assets classified as held for sale. Amounts relating to non-current assets and liabilities held for sale are classified as discontinued operations in the income statement where appropriate. t. Trade receivables Trade receivables are stated at fair value after provision for bad and doubtful debts and anticipated future sales returns (see also note 1p). 2. Segment information The Group is organised into the following business segments: Continuing operations: North American Education Educational publishing, assessment and testing for the school and higher education market within the USA and Canada; International Education Educational publishing, assessment and testing for the school and higher education market outside of North America; Professional Business and technology publishing, training, testing and certification for professional bodies; FT Group Publisher of the Financial Times, business magazines and specialist information. In addition the Group separately discloses the results of the Penguin Random House (PRH) associate. The results of the Penguin segment to 30 June 2013 and the Mergermarket business (previously included as part of the FT Group) are shown as discontinued in both 2012 and 2013. Section 5 Financial statements 137 2. Segment information continued For more detail on the services and products included in each business segment refer to the strategic report. All figures in £ millions Notes International Education Professional FT Group PRH Corporate Discontinued operations Group 2013 North American Education 2,779 3 406 (92) (2) – 312 1,539 1 140 (60) (9) (16) 55 410 15 57 (12) – – 45 341 – 29 (2) (1) – 26 – – 50 (30) – – 20 – – – – – – – Continuing operations Sales (external) Sales (inter-segment) Adjusted operating profit Intangible charges Acquisition costs Other net gains and losses Operating profit Finance costs Finance income Profit before tax Income tax Profit for the year from continuing operations Segment assets Joint ventures Associates Total assets Other segment items Share of results of joint ventures and associates Capital expenditure Pre-publication investment Depreciation Amortisation 6 6 7 12 12 5,544 – 1 5,545 2,311 3 9 2,323 12 10, 11 20 10 11, 20 (1) 92 288 43 355 (4) 37 69 21 141 609 – – 609 2 23 7 8 22 293 – 8 301 – – 1,070 1,070 859 – 1 860 223 9,839 3 – – 1,089 223 10,931 26 22 – 9 15 31 – – – – – – – – – – 1 – 1 2 54 175 364 82 535 – 5,069 19 – 682 – (196) – (12) – – (16) 458 – (111) 35 382 (87) 295 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 138 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 2. Segment information continued All figures in £ millions Continuing operations Sales (external) Sales (inter-segment) Adjusted operating profit Intangible charges Acquisition costs Other net gains and losses Operating profit Finance costs Finance income Profit before tax Income tax Profit for the year from continuing operations Segment assets Joint ventures Associates Total assets North American Education Notes International Education Professional FT Group Corporate Discontinued operations Group 2012 Restated 2,658 5 536 (66) (7) – 463 1,568 1 214 (73) (8) – 133 390 12 37 (37) (1) (123) (124) 343 – 22 (3) (4) – 15 – – – – – – – – 4,959 18 – 809 – (179) – (20) – (123) – 487 – (115) 19 391 (138) 253 6 6 7 12 12 5,449 – 1 5,450 2,390 7 4 2,401 631 – – 631 (11) 16 7 8 45 445 1 2 448 1,246 – – 1,246 1,145 11,306 8 34 1,172 11,348 – 27 23 26 – 7 13 – – – – – – 11 31 8 42 9 152 364 80 553 Other segment items Share of results of joint ventures and associates Capital expenditure Pre-publication investment Depreciation Amortisation 12 10, 11 20 10 11, 20 – 66 250 41 311 (3) 33 76 16 142 In 2013, sales from the provision of goods were £2,867m (2012: £2,946m) and sales from the provision of services were £2,202m (2012: £2,013m). Sales from the Group’s educational publishing, consumer publishing and newspaper business are classified as being from the provision of goods and sales from its assessment and testing and other service businesses are classified as being from the provision of services. Included in other net gains and losses in continuing operations in 2013 is a loss on the disposal of the Japanese school and local publishing assets and in 2012 is a loss on closure of Pearson in Practice (£113m) and an impairment loss on a joint venture (£10m). Section 5 Financial statements 139 2. Segment information continued Corporate costs are allocated to business segments including discontinued operations on an appropriate basis depending on the nature of the cost and therefore the segment result is equal to the Group operating profit. Inter-segment pricing is determined on an arm’s-length basis. Segment assets consist of property, plant and equipment, intangible assets, inventories, receivables, deferred taxation and other financial assets and exclude cash and cash equivalents and derivative assets. Corporate assets comprise cash and cash equivalents, marketable securities and derivative financial instruments. Capital expenditure comprises additions to property, plant and equipment and software (see notes 10 and 11). Property, plant and equipment and intangible assets acquired through business combination were £202m (2012: £296m) (see note 30). Capital expenditure, depreciation and amortisation include amounts relating to discontinued operations. The Group operates in the following main geographic areas: All figures in £ millions Continuing operations UK Other European countries USA Canada Asia Pacific Other countries Total continuing Discontinued operations UK Other European countries USA Canada Asia Pacific Other countries Total discontinued Total 2013 649 366 2,913 128 624 389 5,069 97 49 369 24 74 8 621 5,690 Sales 2012 678 377 2,756 144 633 371 4,959 187 92 647 57 153 17 1,153 6,112 Non-current assets 2013 2012 1,068 200 5,026 301 495 215 7,305 – – – – – – – 7,305 803 234 4,496 307 524 275 6,639 – – – – – – – 6,639 Sales are allocated based on the country in which the customer is located. This does not differ materially from the location where the order is received. The geographical split of non-current assets is based on the subsidiary’s country of domicile. This is not materially different to the location of the assets. Non-current assets comprise property, plant and equipment, intangible assets, investments in joint ventures and associates and trade and other receivables. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 140 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 3. Discontinued operations Discontinued operations relate to Penguin and Mergermarket. An analysis of the results and cash flows of discontinued operations is as follows: All figures in £ millions Sales Penguin Mergermarket 513 108 28 1 29 (9) 20 202 15 – 237 36 (6) (8) 22 24 – 24 (9) 15 – – (8) 7 22 (2) (29) (9) Operating profit Finance income Profit before tax Attributable tax expense Profit after tax Profit on disposal of Penguin before tax Attributable tax benefit Mergermarket transaction costs Profit for the year from discontinued operations Operating cash flows Investing cash flows Financing cash flows Total cash flows 4. Operating expenses All figures in £ millions By function: Cost of goods sold Operating expenses Distribution costs Selling, marketing and product development costs Administrative and other expenses Restructuring costs Other net gains and losses Other income Total net operating expenses Total 2013 Total 621 52 1 53 (18) 35 202 15 (8) 244 58 (8) (37) 13 Penguin Mergermarket 2012 Total 1,053 100 1,153 62 – 62 (19) 43 – – – 43 83 (81) 10 12 24 – 24 (6) 18 – – – 18 26 (24) (6) (4) 86 – 86 (25) 61 – – – 61 109 (105) 4 8 2013 2012 Restated 2,312 2,187 90 1,027 1,162 176 16 (118) 2,353 4,665 82 925 1,242 – 10 (78) 2,181 4,368 Included in other income in 2013 is service fee income from Penguin Random House of £28m. Section 5 Financial statements 141 4. Operating expenses continued All figures in £ millions By nature: Royalties expensed Other product costs Employee benefit expense Contract labour Employee related expense Promotional costs Depreciation of property, plant and equipment Amortisation of software Amortisation of intangible assets – Other Amortisation of intangible assets – Pre-publication Property and facilities Technology and communications Professional and outsourced services Other general and administrative costs Capitalised costs Acquisition costs Other net gains and losses Other income Total Notes 2013 2012 Restated 5 10 20 256 793 2,100 194 177 167 81 59 166 308 229 104 259 61 (199) 12 16 (118) 4,665 245 865 1,866 137 168 155 72 49 179 283 188 80 253 38 (162) 20 10 (78) 4,368 During the year the Group obtained the following services from the Group’s auditors: All figures in £ millions 2013 2012 The audit of parent company and consolidated financial statements The audit of the company’s subsidiaries Total audit fees Other assurance services Total assurance services Tax compliance services Tax advisory services Total tax services Total non-audit services Total Reconciliation between audit and non-audit service fees is shown below: 4 2 6 1 1 2 2 4 5 11 4 2 6 1 1 1 1 2 3 9 All figures in £ millions 2013 2012 Group audit fees including fees for attestation under section 404 of the Sarbanes-Oxley Act Non-audit fees Total 6 5 11 6 3 9 Fees for attestation under section 404 of the Sarbanes-Oxley Act are allocated between fees payable for the audits of consolidated and subsidiary accounts. Non-audit fees for 2013 includes £3m for assurance and tax services related to the Penguin Random House transaction. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 142 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 5. Employee information All figures in £ millions Employee benefit expense Wages and salaries (including termination benefits and restructuring costs) Social security costs Share-based payment costs Retirement benefits – defined contribution plans Retirement benefits – defined benefit plans Other post-retirement benefits Total Notes 2013 1,836 136 35 66 27 – 2,100 26 25 25 25 2012 Restated 1,610 129 28 69 26 4 1,866 The details of the emoluments of the directors of Pearson plc are shown in the report on directors’ remuneration. Average number employed Employee numbers North American Education International Education Professional FT Group Other Continuing operations 2013 2012 19,670 16,113 3,357 2,216 759 42,115 18,552 16,751 3,706 2,243 883 42,135 The employee benefit expense relating to discontinued operations was £168m (2012: £265m) and the average number employed was 3,592 (2012: 5,387). Section 5 Financial statements 143 6. Net finance costs All figures in £ millions Interest payable Net finance costs in respect of retirement benefits Finance cost of put options, deferred consideration associated with acquisitions and other interest charges related to transactions Net foreign exchange losses Other losses on financial instruments in a hedging relationship: – fair value hedges Other losses on financial instruments not in a hedging relationship: – derivatives Finance costs Interest receivable Net foreign exchange gains Other gains on financial instruments in a hedging relationship: – fair value hedges Other gains on financial instruments not in a hedging relationship: – derivatives Finance income Net finance costs Analysed as: Net interest payable reflected in adjusted earnings Other net finance costs Total net finance costs Notes 2013 2012 Restated 25 (82) (3) (9) – – (17) (111) 10 20 (75) (2) (27) (8) (1) (2) (115) 10 9 1 – 4 35 (76) (72) (4) (76) – 19 (96) (65) (31) (96) The net gain of £1m on fair value hedges in 2013 (2012: net loss of £1m) comprises a gain of £95m (2012: gain of £7m) on the underlying bonds, offset by a loss of £94m (2012: loss of £8m) on the related derivative financial instruments. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 144 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 7. Income tax All figures in £ millions Current tax Charge in respect of current year Adjustments in respect of prior years Total current tax charge Deferred tax In respect of temporary differences Other adjustments in respect of prior years Total deferred tax credit/(charge) Total tax charge Notes 2013 2012 Restated (129) (7) (136) 14 35 49 (87) (147) 18 (129) (45) 36 (9) (138) 13 The adjustments in respect of prior years in 2013 mainly relate to changes in estimates arising from uncertain tax positions following settlements with tax authorities in the year. The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the UK tax rate as follows: All figures in £ millions Profit before tax Tax calculated at UK rate (2013: 23.25%, 2012: 24.5%) Effect of overseas tax rates Joint venture and associate income reported net of tax Net expense not subject to tax Loss on sale of businesses not subject to tax Utilisation of previously unrecognised tax losses and credits Unutilised tax losses Adjustments in respect of prior years Total tax charge UK Overseas Total tax charge Tax rate reflected in earnings 2013 382 (89) (13) 13 (14) (6) 1 (7) 28 (87) (13) (74) (87) 22.8% 2012 Restated 391 (96) (51) 2 (15) (28) 2 (6) 54 (138) (14) (124) (138) 35.3% Section 5 Financial statements 145 7. Income tax continued The tax rate reflected in adjusted earnings is calculated as follows: All figures in £ millions Profit before tax Adjustments: Other net gains and losses Acquisition costs Amortisation of acquired intangibles Other net finance costs Adjusted profit before tax – continuing operations Adjusted profit before tax – discontinued operations Total adjusted profit before tax Total tax charge Adjustments: Tax charge on other net gains and losses Tax benefit on acquisition costs Tax benefit on amortisation of acquired intangibles Tax benefit on other net finance costs Tax amortisation benefit on goodwill and intangibles Adjusted income tax charge – continuing operations Adjusted income tax charge – discontinued operations Total adjusted income tax charge Tax rate reflected in adjusted earnings The tax (charge)/benefit recognised in other comprehensive income is as follows: All figures in £ millions Remeasurement of retirement benefit obligations Net exchange differences on translation of foreign operations 2013 382 16 12 196 4 610 54 664 2012 Restated 391 123 20 179 31 744 123 867 (87) (138) 32 (2) (51) (1) 30 (79) (18) (97) 14.6% – (5) (54) (1) 36 (162) (38) (200) 23.1% 2013 (23) 6 (17) 2012 Restated 50 1 51 A tax charge of £nil (2012: tax benefit £6m) relating to share-based payments has been recognised directly in equity. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 146 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 8. Earnings per share Basic Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company and held as treasury shares. Diluted Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares to take account of all dilutive potential ordinary shares and adjusting the profit attributable, if applicable, to account for any tax consequences that might arise from conversion of those shares. All figures in £ millions Profit for the year from continuing operations Non-controlling interest Earnings from continuing operations Profit for the year from discontinued operations Non-controlling interest Earnings Weighted average number of shares (millions) Effect of dilutive share options (millions) Weighted average number of shares (millions) for diluted earnings Earnings per share from continuing and discontinued operations Basic Diluted Earnings per share from continuing operations Basic Diluted Earnings per share from discontinued operations Basic Diluted Notes 2013 2012 Restated 3 295 (1) 294 244 – 538 807.8 1.1 808.9 66.6p 66.5p 36.4p 36.3p 30.2p 30.2p 253 (3) 250 61 – 311 804.3 1.3 805.6 38.7p 38.6p 31.1p 31.0p 7.6p 7.6p Adjusted In order to show results from operating activities on a consistent basis, an adjusted earnings per share is presented. The company’s definition of adjusted earnings per share may not be comparable to other similarly titled measures reported by other companies. Adjusted earnings includes the results from continuing and discontinued operations. The following items are excluded from adjusted earnings: Other net gains and losses represent profits and losses on the acquisition and disposal of subsidiaries, joint ventures, associates and other financial assets that are included within continuing or discontinued operations but which distort the performance of the Group. Amortisation of acquired intangibles, acquisition costs and movements in contingent acquisition consideration are also excluded from adjusted earnings as these items are not considered to be fully reflective of the underlying performance of the Group. Section 5 Financial statements 147 8. Earnings per share continued Other net finance income/costs include finance costs in respect of retirement benefits, finance costs of put options and deferred consideration and foreign exchange and other gains and losses. Finance costs relating to retirement benefits are excluded as the Group’s interpretation is that the new presentation under IAS 19 (revised) does not reflect the economic substance of the underlying assets and liabilities. Finance costs of put options and deferred consideration are excluded as they relate to future earn outs and similar payments on acquisitions and do not reflect cash expended. Foreign exchange and other gains and losses are excluded as they represent short-term fluctuations in market value and are subject to significant volatility. Other gains and losses may not be realised in due course as it is normally the intention to hold the related instruments to maturity. Other net finance costs of Group companies are included in finance costs or finance income as appropriate. Other net finance costs of joint ventures and associates are included within the share of results of joint ventures and associates within operating profit. Tax on the above items is excluded from adjusted earnings. Where relevant the Group also excludes the benefit from recognising previously unrecognised pre-acquisition and capital losses. The Group includes the benefit of tax amortisation of goodwill and intangibles as this benefit more accurately aligns the adjusted tax charge with the expected rate of cash tax payments. Non-controlling interest for the above items is excluded from adjusted earnings. The following tables reconcile statutory earnings to adjusted earnings. All figures in £ millions Operating profit Net finance costs Profit before tax Income tax Profit for the year from continuing operations Profit for the year from discontinued operations Profit for the year Non-controlling interest Earnings Weighted average number of shares (millions) Adjusted earnings per share Statutory income statement Discontinued operations Other net gains and losses Acquisition costs Intangible charges 2013 Other net finance income/ costs Tax amortisation benefit Adjusted income statement 458 (76) 382 (87) 295 244 539 (1) 538 807.8 66.6p 54 – 54 (18) 36 (36) – – – 16 – 16 32 48 (209) (161) – (161) 12 – 12 (2) 10 – 10 – 10 196 – 196 (51) 145 2 147 – 147 – 4 4 (1) 3 (1) 2 – 2 – – – 30 30 – 30 – 30 736 (72) 664 (97) 567 – 567 (1) 566 807.8 70.1p O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 148 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 8. Earnings per share continued All figures in £ millions Operating profit Net finance costs Profit before tax Income tax Profit for the year from continuing operations Profit for the year from discontinued operations Profit for the year Non-controlling interest Earnings Weighted average number of shares (millions) Adjusted earnings per share 9. Dividends All figures in £ millions Statutory income statement Discontinued operations Other net gains and losses Acquisition costs Intangible charges Other net finance income/ costs Tax amortisation benefit Adjusted income statement 2012 Restated 123 – 123 (38) 123 – 123 – 85 123 (85) – – – 20 143 – 143 20 – 20 (5) 15 1 16 – 16 179 – 179 (54) 125 3 128 – 128 – 31 31 (1) 30 – 30 – 30 487 (96) 391 (138) 253 61 314 (3) 311 804.3 38.7p – – – 36 932 (65) 867 (200) 36 667 – 36 – 36 2013 242 130 372 – 667 (3) 664 804.3 82.6p 2012 225 121 346 Final paid in respect of prior year 30.0p (2012: 28.0p) Interim paid in respect of current year 16.0p (2012: 15.0p) The directors are proposing a final dividend in respect of the financial year ended 31 December 2013 of 32.0p per share which will absorb an estimated £259m of shareholders’ funds. It will be paid on 2 May 2014 to shareholders who are on the register of members on 4 April 2014. These financial statements do not reflect this dividend. 10. Property, plant and equipment All figures in £ millions Cost At 1 January 2012 Exchange differences Additions Disposals Acquisition through business combination Disposal through business disposal Reclassifications Transfer from/(to) software Transfer from pre-publication Transfer to assets held for sale At 31 December 2012 Exchange differences Additions Disposals Acquisition through business combination Disposal through business disposal Reclassifications Transfer from software Transfer from assets held for sale Transfer to assets held for sale At 31 December 2013 Section 5 Financial statements 149 Land and buildings Plant and equipment Assets in course of construction 363 (9) 12 (2) 4 (1) 8 9 – (32) 352 (5) 33 (13) – (1) 9 – – – 375 706 (23) 51 (20) 13 (4) – (27) 3 (102) 597 (14) 58 (78) 3 (2) (1) 3 9 (7) 568 12 – 15 – – – (8) – – (1) 18 – 22 – – – (8) – – – 32 Total 1,081 (32) 78 (22) 17 (5) – (18) 3 (135) 967 (19) 113 (91) 3 (3) – 3 9 (7) 975 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 150 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 10. Property, plant and equipment continued All figures in £ millions Depreciation At 1 January 2012 Exchange differences Charge for the year Disposals Acquisition through business combination Disposal through business disposal Reclassifications Transfer (from)/to software Transfer to assets held for sale At 31 December 2012 Exchange differences Charge for the year Disposals Acquisition through business combination Transfer from assets held for sale Transfer to assets held for sale At 31 December 2013 Carrying amounts At 1 January 2012 At 31 December 2012 At 31 December 2013 Land and buildings Plant and equipment Assets in course of construction (187) 6 (21) 2 (1) – (8) (3) 17 (195) 3 (25) 7 – – – (210) 176 157 165 (511) 17 (59) 19 (6) 2 8 7 78 (445) 13 (57) 64 (2) (1) 5 (423) 195 152 145 – – – – – – – – – – – – – – – – – 12 18 32 Total (698) 23 (80) 21 (7) 2 – 4 95 (640) 16 (82) 71 (2) (1) 5 (633) 383 327 342 Depreciation expense of £24m (2012: £23m) has been included in the income statement in cost of goods sold and £57m (2012: £49m) in operating expenses. In 2013 £1m (2012: £8m) relates to discontinued operations. The Group leases certain equipment under a number of finance lease agreements. The net carrying amount of leased plant and equipment included within property, plant and equipment was £11m (2012: £17m). Section 5 Financial statements 151 11. Intangible assets All figures in £ millions Goodwill Software Acquired customer lists, contracts and relationships Acquired trademarks and brands Acquired publishing rights Other intangibles acquired Cost At 1 January 2012 Exchange differences Additions – internal development Additions – purchased Disposals Acquisition through business combination Disposal through business disposal Transfer from PPE Transfer to assets held for sale At 31 December 2012 Exchange differences Additions – internal development Additions – purchased Disposals Acquisition through business combination Disposal through business disposal Reclassifications Transfer to PPE Transfer to assets held for sale At 31 December 2013 5,199 (213) – – – 505 (50) – (364) 5,077 (122) – – – (133) (6) – – (150) 4,666 428 (13) 38 36 (11) 12 – 18 (42) 466 (6) 38 24 (50) – – – (3) – 469 681 (26) – – – 182 (89) – (19) 729 (25) – – – 190 – (10) – (29) 855 253 (11) – – – 27 (2) – (9) 258 (8) – – – – – (1) – (12) 237 213 (9) – – – 10 – – (7) 207 (12) – – – 3 – – – – 198 356 (18) – – – 56 – – – 394 (11) – – – 7 (1) 11 – (2) 398 Total 7,130 (290) 38 36 (11) 792 (141) 18 (441) 7,131 (184) 38 24 (50) 67 (7) – (3) (193) 6,823 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 152 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 11. Intangible assets continued All figures in £ millions Goodwill Software Acquired customer lists, contracts and relationships Acquired trademarks and brands Acquired publishing rights Other intangibles acquired Amortisation At 1 January 2012 Exchange differences Charge for the year Disposals Acquisition through business combination Disposal through business disposal Transfer from PPE Transfer to assets held for sale At 31 December 2012 Exchange differences Charge for the year Disposals Disposal through business disposal Transfer to assets held for sale At 31 December 2013 Carrying amounts At 1 January 2012 At 31 December 2012 At 31 December 2013 – – – – – – – – – – – – – – – 5,199 5,077 4,666 (296) 9 (54) 8 (7) – (4) 32 (312) 6 (59) 49 – – (316) 132 154 153 (168) 8 (90) – – 45 – 1 (204) 10 (78) – – 23 (249) 513 525 606 (63) 3 (27) – – 1 – – (86) 4 (21) – – 10 (93) 190 172 144 (128) 5 (20) – – – – 4 (139) 6 (15) – – – (148) 85 68 50 Total (788) 32 (237) 8 (7) 46 (4) 37 (913) 33 (227) 49 1 35 (1,022) (133) 7 (46) – – – – – (172) 7 (54) – 1 2 (216) 223 222 182 6,342 6,218 5,801 Goodwill The goodwill carrying value of £4,666m relates to acquisitions completed after 1 January 1998. Prior to 1 January 1998 all goodwill was written off to reserves on the date of acquisition. For acquisitions completed between 1 January 1998 and 31 December 2002 no value was ascribed to intangibles other than goodwill and the goodwill on each acquisition was amortised over a period of up to 20 years. On adoption of IFRS on 1 January 2003, the Group chose not to restate the goodwill balance and at that date the balance was frozen (i.e. amortisation ceased). If goodwill had been restated then a significant value would have been ascribed to other intangible assets, which would be subject to amortisation, and the carrying value of goodwill would be significantly lower. For acquisitions completed after 1 January 2003 value has been ascribed to other intangible assets which are amortised. Other intangible assets Other intangibles acquired include content, technology and software rights. Intangible assets are valued separately for each acquisition and the primary method of valuation used is the discounted cash flow method. The majority of acquired intangibles are amortised using the unit of production method which is based on the pattern of benefits embodied in the asset. Amortisation of £15m (2012: £10m) is included in the income statement in cost of goods sold and £210m (2012: £218m including an impairment of £21m relating to Pearson in Practice) in operating expenses. In 2013 £2m (2012: £9m) of amortisation relates to discontinued operations. Section 5 Financial statements 153 11. Intangible assets continued The range of useful economic lives for each major class of intangible asset (excluding goodwill and software) is shown below: Class of intangible asset Acquired customer lists, contracts and relationships Acquired trademarks and brands Acquired publishing rights Other intangibles acquired The expected amortisation profile of acquired intangible assets is shown below: 2013 Useful economic life 3–20 years 2–20 years 5–20 years 2–20 years All figures in £ millions Class of intangible asset Acquired customer lists, contracts and relationships Acquired trademarks and brands Acquired publishing rights Other intangibles acquired One to five years Six to ten years More than ten years 357 78 46 148 166 41 4 33 83 25 – 1 2013 Total 606 144 50 182 Impairment tests for cash-generating units containing goodwill Impairment tests have been carried out where appropriate as described below. The recoverable amount for each unit tested exceeds its carrying value. Goodwill is allocated to, and monitored at the level of, nine aggregated cash-generating units (CGUs) within the business segments as follows: All figures in £ millions US Education Publishing US School Assessment and Information Canada International – Emerging Markets International – UK International – Rest of World Professional Publishing Professional Assessment and Training Pearson Education total Financial Times Continuing operations Mergermarket Discontinued operations Total 2013 2,225 750 173 423 444 253 14 334 4,616 50 4,666 – – 4,666 2012 2,384 773 188 463 450 267 15 334 4,874 51 4,925 152 152 5,077 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 154 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 11. Intangible assets continued Impairment tests for cash-generating units containing goodwill continued The recoverable amount of each CGU is based on value in use calculations. Goodwill is tested for impairment annually. Other than goodwill there are no intangible assets with indefinite lives. The goodwill is generally denominated in the currency of the relevant cash flows and therefore the impairment review is not materially sensitive to exchange rate fluctuations. Key assumptions The value in use calculations use cash flow projections based on financial budgets approved by management covering a five-year period. The key assumptions used by management in the value in use calculations were: Discount rates The discount rate is based on the risk-free rate for government bonds, adjusted for a risk premium to reflect the increased risk in investing in equities. The risk premium adjustment is assessed for each specific CGU. The average pre-tax discount rates used are in the range of 10.7% to 13.8% for the Pearson Education businesses (2012: 9.8% to 12.7%) and 11.3% for the Financial Times (2012: 11.5%). Perpetuity growth rates A perpetuity growth rate of 2.0% was used for cash flows subsequent to the approved budget period for all CGUs in 2013 (2012: 2.0%). This perpetuity growth rate is a conservative rate and is considered to be lower than the long-term historic growth rates of the underlying territories in which the CGU operates and the long-term growth rate prospects of the sectors in which the CGU operates. Cash flow growth rates The cash flow growth rates are derived from management’s latest forecast of sales taking into consideration experience of operating margins achieved in the CGU. Historically, such forecasts have been reasonably accurate. Sensitivities The Group’s impairment review is sensitive to a change in assumptions used, most notably the discount rates, the perpetuity growth rates and expected future cash flows. Based on the Group’s sensitivity analysis, a reasonably possible change in any of these assumptions is unlikely to cause an impairment in any of the CGUs. 12. Investments in joint ventures and associates The amounts recognised in the balance sheet are as follows: All figures in £ millions Associates Joint ventures Total The amounts recognised in the income statement are as follows: All figures in £ millions Associates Joint ventures Total 2013 1,089 3 1,092 2013 56 (2) 54 2012 7 8 15 2012 23 (14) 9 Section 5 Financial statements 155 12. Investments in joint ventures and associates continued Investment in associates The Group has the following material associates: Penguin Random House The Economist Newspaper Ltd *Neither associate has a quoted market price. Principal place of business % Ownership interest Nature of relationship Measurement method Global UK 47 50 Note 1 Note 2 Equity* Equity* Note 1 – On 1 July 2013 Penguin Random House was formed, upon the completion of an agreement between Pearson and Bertelsmann to merge their respective trade publishing companies, Penguin and Random House, with the parent companies owning 47% and 53% of the combined business respectively. The shareholder agreement includes protection rights for Pearson as the minority shareholder including rights to dividends. Note 2 – The Group has a 50% interest in The Economist Newspaper Ltd, publisher of one of the world’s leading weekly business and current affairs magazines. The summarised financial information of the material associates is detailed below: All figures in £ millions Assets Current assets Non-current assets Liabilities Current liabilities Non-current liabilities Net assets Sales Profit from continuing operations Other comprehensive (expense)/income Total comprehensive income Dividends received from associate 2013 2012 Penguin Random House Economist Economist 1,210 1,361 (905) (455) 1,211 103 163 (190) (60) 16 120 160 (202) (78) – 1,315 340 348 66 (34) 32 43 52 9 61 21 46 (6) 40 21 The information above reflects the amounts presented in the financial statements of the associates, adjusted for fair value and similar adjustments. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 156 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 12. Investments in joint ventures and associates continued Investment in associates continued A reconciliation of the summarised financial information to the carrying value of the material associates is shown below: All figures in £ millions Opening net assets Exchange differences Profit for the period Other comprehensive income Dividends Additions Distribution from associate in excess of carrying value Reversal of distribution from associate in excess of carrying value Closing net assets Share of net assets Goodwill Carrying value of associate Information on other individually immaterial associates is detailed below: All figures in £ millions Loss from continuing operations Other comprehensive income Total comprehensive expense 2013 2012 Penguin Random House Economist Economist – (68) 66 (34) (91) 1,338 – – 1,211 569 501 1,070 – – 52 9 (41) – – (4) 16 8 – 8 – (1) 46 (6) (41) – 2 – – – – – 2013 2012 (1) – (1) – – – Transactions with material associates The Group has loans to Penguin Random House which are unsecured and interest is calculated based on market rates. The amount outstanding at 31 December 2013 was £44m. The Group also has a current asset receivable of £14m from Penguin Random House arising from the provision of services. Included in other income (note 4) is £28m of service fees. Investment in joint ventures Information on joint ventures, all of which are individually immaterial, is detailed below: All figures in £ millions Loss from continuing operations Other comprehensive income Total comprehensive expense 2013 (2) – (2) 2012 (14) – (14) Section 5 Financial statements 157 13. Deferred income tax All figures in £ millions Deferred income tax assets Deferred income tax liabilities Net deferred income tax 2013 250 (612) (362) 2012 229 (601) (372) Substantially all of the deferred tax assets are expected to be recovered after more than one year. Deferred income tax assets and liabilities may be offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. At 31 December 2013 the Group has unrecognised deferred income tax assets of £4m (2012: £13m) in respect of UK losses, £11m (2012: £14m) in respect of US losses and approximately £36m (2012: £30m) in respect of losses in other territories. None of the unrecognised UK losses have expiry dates associated with them. The US losses relate to state taxes and therefore have expiry periods of between 5 and 20 years. The recognition of the deferred income tax assets is supported by management’s forecasts of the future profitability of the relevant business units. The movement on the net deferred income tax account is as follows: All figures in £ millions At beginning of year Exchange differences Income statement benefit/(charge) Acquisition through business combination Disposal through business disposal Tax charge to other comprehensive income or equity Transfer to current tax Transfer to assets held for sale At end of year Notes 7 30 31 2013 (372) 9 47 (37) – (35) 25 1 (362) 2012 Restated (333) 14 (13) (67) 11 34 – (18) (372) Included in the income statement above for 2013 is a £2m charge (2012: £4m charge) relating to discontinued operations. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 158 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 13. Deferred income tax continued The movement in deferred income tax assets and liabilities during the year is as follows: All figures in £ millions Deferred income tax assets At 1 January 2012 Exchange differences Acquisition through business combination Income statement charge Tax benefit/(charge) to other comprehensive income or equity Transfer to assets held for sale At 31 December 2012 Exchange differences Acquisition through business combination Income statement (charge)/benefit Tax charge to other comprehensive income or equity Transfer to current tax Transfer from assets held for sale Transfer to assets held for sale At 31 December 2013 Trading losses Goodwill and intangibles Returns provisions Retirement benefit obligations Other Total Restated 14 – 19 (13) – (2) 18 – 21 (24) – – – – 15 – – – – – – – – – – – – – – – 89 (3) – (16) – (25) 45 (1) – (5) – – – – 39 19 (1) – (1) 39 (9) 47 (1) – 25 (36) – 7 – 42 165 (5) – (33) (6) (2) 119 (4) – 22 – 25 (7) (1) 154 287 (9) 19 (63) 33 (38) 229 (6) 21 18 (36) 25 – (1) 250 Other deferred income tax assets include temporary differences on share-based payments, inventory and other provisions. All figures in £ millions Deferred income tax liabilities At 1 January 2012 Exchange differences Acquisition through business combination Disposal through business disposal Income statement benefit Tax benefit to other comprehensive income or equity Transfer to assets held for sale At 31 December 2012 Exchange differences Acquisition through business combination Income statement (charge)/benefit Tax benefit to other comprehensive income or equity Transfer to assets held for sale At 31 December 2013 Goodwill and intangibles Other Total (464) 18 (65) 11 15 – 10 (475) 13 (61) (61) – – (584) (156) 5 (21) – 35 1 10 (126) 2 3 90 1 2 (28) (620) 23 (86) 11 50 1 20 (601) 15 (58) 29 1 2 (612) Other deferred income tax liabilities include temporary differences in respect of depreciation and royalty advances. Section 5 Financial statements 159 14. Classification of financial instruments The accounting classification of each class of the Group’s financial assets and financial liabilities, together with their fair values, is as follows: All figures in £ millions Investments in unlisted securities – continuing operations Cash and cash equivalents – continuing operations Cash and cash equivalents classified within assets held for sale Marketable securities Derivative financial instruments Trade receivables – continuing operations Trade receivables classified within assets held for sale Total financial assets Derivative financial instruments Trade payables – continuing operations Trade payables classified within liabilities held for sale Bank loans and overdrafts – continuing operations Borrowings due within one year Borrowings due after more than one year Total financial liabilities Fair value Amortised cost 2013 Notes Available for sale Derivatives deemed held for trading Derivatives in hedging relationships Other liabilities Loans and receivables Other liabilities Total carrying value Total market value 15 17 32 16 22 16 24 18 18 18 94 – – 6 – – – 100 – – – – – – – – – – – 4 – – 4 (16) – – – – – – – – 120 – – 120 (32) – – – – – – – – – – – – – – – – – – 729 36 – – 882 – – – – – – 94 94 729 729 36 6 124 36 6 124 882 882 25 1,672 – – 25 25 – 1,896 1,896 (48) (48) – – – – – (316) (316) (316) (1) (1) (1) (47) (508) (47) (508) (47) (514) – (16) – (32) – – – (1,671) (1,671) (1,683) – (2,543) (2,591) (2,609) O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 160 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 14. Classification of financial instruments continued All figures in £ millions Investments in unlisted securities – continuing operations Investments in unlisted securities classified within assets held for sale Cash and cash equivalents – continuing operations Cash and cash equivalents classified within assets held for sale Marketable securities Derivative financial instruments Trade receivables – continuing operations Trade receivables classified within assets held for sale Total financial assets Trade payables – continuing operations Trade payables classified within liabilities held for sale Other financial liabilities – put options over non-controlling interest Bank loans and overdrafts – continuing operations Bank loans and overdrafts classified within liabilities held for sale Borrowings due within one year Borrowings due after more than one year Total financial liabilities Fair value Amortised cost 2012 Notes Available for sale Derivatives deemed held for trading Derivatives in hedging relationships Other liabilities Loans and receivables Other liabilities Total carrying value Total market value 15 32 17 32 16 22 24 24 18 32 18 18 31 1 – – 6 – – – 38 – – – – – – – – – – – – – 1 – – 1 – – – – – – – – – – – – – 177 – – 177 – – – – – – – – – – – – – – – – – – – (68) – – – – – – – 31 31 1 1 1,062 – 1,062 1,062 115 – – 883 – – – – 115 6 178 115 6 178 883 883 249 2,309 249 249 – – 2,525 2,525 – – – – – – (337) (337) (337) (148) (148) (148) – (68) (68) (55) (55) (55) (7) (229) (7) (229) (7) (228) – (68) – (1,988) (1,988) (2,043) – (2,764) (2,832) (2,886) Section 5 Financial statements 161 14. Classification of financial instruments continued Certain of the Group’s derivative financial instruments are classified as held for trading either as they do not meet the hedge accounting criteria specified in IAS 39 ‘Financial Instruments: Recognition and Measurement’ or the Group has chosen not to seek hedge accounting for these instruments. None of these derivatives are held for speculative trading purposes. Transactions in derivative financial instruments are only undertaken to manage risks arising from underlying business activity, in accordance with the Group’s treasury policy as described in note 19. The Group designates certain qualifying derivative financial instruments as hedges of the fair value of its bonds (fair value hedges). Changes in the fair value of these derivative financial instruments are recorded in the income statement, together with any change in the fair value of the hedged liability attributable to the hedged risk. The Group also designates certain of its borrowings and derivative financial instruments as hedges of its investments in foreign operations (net investment hedges). Movements in the fair value of these financial instruments (to the extent they are effective) are recognised in other comprehensive income. None of the Group’s financial assets or liabilities are designated at fair value through the income statement upon initial recognition. More detail on the Group’s accounting for financial instruments is included in the Group’s accounting policies. The Group’s approach to managing risks in relation to financial instruments is described in note 19. 15. Other financial assets All figures in £ millions At beginning of year Exchange differences Acquisition of investments Disposal of investments Transfer to assets held for sale At end of year 2013 2012 31 – 63 – – 94 26 (2) 10 (2) (1) 31 Other financial assets comprise non-current unlisted securities. 16. Derivative financial instruments The Group’s approach to the management of financial risks is set out in note 19. The Group’s outstanding derivative financial instruments are as follows: All figures in £ millions Interest rate derivatives – in a fair value hedge relationship Interest rate derivatives – not in a hedge relationship Cross-currency rate derivatives – in a net investment hedge relationship Total Analysed as expiring: In less than one year Later than one year and not later than five years Later than five years Total Gross notional amounts Assets Liabilities Gross notional amounts Assets Liabilities 2013 2012 1,439 634 220 2,293 312 1,377 604 2,293 81 4 39 124 13 111 – 124 (32) 1,465 143 (16) – (48) 61 220 1,746 – 215 – (48) (48) 701 830 1,746 1 34 178 4 69 105 178 – – – – – – – – O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 162 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 16. Derivative financial instruments continued The carrying value of the above derivative financial instruments equals their fair value. Fair values are determined by using market data and the use of established estimation techniques such as discounted cash flow and option valuation models. At the end of 2013, the currency split of the mark-to-market values of rate derivatives, including the exchange of principal on cross-currency rate derivatives, was US dollar £(151)m, sterling £243m and South African rand £(16)m (2012: US dollar £(59)m, sterling £257m and South African rand £(20)m). The fixed interest rates on outstanding rate derivative contracts at the end of 2013 range from 1.10% to 9.28% (2012: 3.65% to 9.28%) and the floating rates are based on LIBOR in US dollar and sterling. The Group’s portfolio of rate derivatives is diversified by maturity, counterparty and type. Natural offsets between transactions within the portfolio and the designation of certain derivatives as hedges significantly reduce the risk of income statement volatility. The sensitivity of the portfolio to changes in market rates is set out in note 19. Derivative financial assets and liabilities subject to offsetting arrangements are as follows: All figures in £ millions 2013 2012 Gross derivative assets £m Gross derivative liabilities £m Net derivative assets/ liabilities £m Gross derivative assets £m Gross derivative liabilities £m Net derivative assets/ liabilities £m Counterparties in an asset position Counterparties in a liability position Total as presented in the balance sheet 122 2 124 (12) (36) (48) 110 (34) 76 178 – 178 – – – 178 – 178 All of the Group’s derivative financial instruments are subject to enforceable netting arrangements with individual counterparties, allowing net settlement in the event of default of either party. Offset arrangements in respect of cash balances are shown in note 17. Counterparty exposure from all derivatives is managed, together with that from deposits and bank account balances, within credit limits that reflect published credit ratings and by reference to other market measures (e.g. market prices for credit default swaps) to ensure that there is no significant risk to any one counterparty. No single derivative transaction had a market value (positive or negative) at the balance sheet date that exceeded 3% of the Group’s consolidated total equity. In accordance with IAS 39 ‘Financial Instruments: Recognition and Measurement’ the Group has reviewed all of its material contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain requirements, and has concluded that there are no material embedded derivatives. Section 5 Financial statements 163 17. Cash and cash equivalents (excluding overdrafts) All figures in £ millions Cash at bank and in hand Short-term bank deposits Continuing operations Cash at bank and in hand classified within assets held for sale 2013 521 208 729 36 765 2012 372 690 1,062 115 1,177 Short-term bank deposits are invested with banks and earn interest at the prevailing short-term deposit rates. At the end of 2013 the currency split of cash and cash equivalents was US dollar 28% (2012: 47%), sterling 18% (2012: 25%), euro 5% (2012: 3%) and other 49% (2012: 25%). Cash and cash equivalents have fair values that approximate to their carrying value due to their short-term nature. Cash and cash equivalents include the following for the purpose of the cash flow statement: All figures in £ millions Cash and cash equivalents – continuing operations Cash at bank and in hand classified within assets held for sale Bank overdrafts – continuing operations Bank overdrafts classified within liabilities held for sale 2013 729 36 (25) – 740 2012 1,062 115 (33) (7) 1,137 The Group has the following cash pooling arrangements in US dollars, sterling and euro, where both the company and the bank have a legal right of offset. All figures in £ millions Offset asset Offset liability US dollars Sterling Euro Total for continuing operations as presented in the balance sheet 298 1,018 6 (299) (1,027) (5) 2013 Net offset asset/liability (1) (9) 1 (9) Offset asset Offset liability 39 982 11 (37) (1,057) (11) 2012 Net offset asset/liability 2 (75) – (73) In addition to the above, the Group had offset US dollar, sterling and euro asset balances of £1m, £16m and £nil respectively in respect of discontinued operations at the end of 2013. At the end of 2012, the Group had a sterling offset asset of £74m in respect of discontinued operations. Offset arrangements in respect of derivatives are shown in note 16. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 164 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 18. Financial liabilities – Borrowings The Group’s current and non-current borrowings are as follows: All figures in £ millions 2013 2012 Non-current 5.7% US Dollar Bonds 2014 (nominal amount $400m) 7.0% Sterling Bonds 2014 (nominal amount £250m) 6.0% Sterling Bonds 2015 (nominal amount £300m) 4.0% US Dollar Notes 2016 (nominal amount $350m) 6.25% Global Dollar Bonds 2018 (nominal amount $550m) 4.625% US Dollar Notes 2018 (nominal amount $300m) 3.75% US Dollar Notes 2022 (nominal amount $500m) 3.25% US Dollar Notes 2023 (nominal amount $500m) Bank loans and overdrafts Finance lease liabilities Current Due within one year or on-demand: 5.5% Global Dollar Bonds 2013 (nominal amount $350m) 5.7% US Dollar Bonds 2014 (nominal amount $400m) 7.0% Sterling Bonds 2014 (nominal amount £250m) Bank loans and overdrafts Finance lease liabilities Total borrowings – continuing operations Bank overdrafts classified within liabilities held for sale Total borrowings – – 299 221 375 202 283 286 22 5 1,693 – 248 254 25 6 533 264 256 298 229 402 217 315 – 22 7 2,010 219 – – 33 10 262 2,226 2,272 – 7 2,226 2,279 Included in the non-current borrowings above is £9m of accrued interest (2012: £11m). Included in the current borrowings above is £4m of accrued interest (2012: £2m). The maturity of the Group’s non-current borrowing is as follows: All figures in £ millions Between one and two years Between two and five years Over five years 2013 303 821 569 1,693 2012 524 552 934 2,010 Section 5 Financial statements 165 18. Financial liabilities – Borrowings continued The carrying amounts and market values of borrowings are as follows: All figures in £ millions Bank loans and overdrafts 5.5% Global Dollar Bonds 2013 5.7% US Dollar Bonds 2014 7.0% Sterling Bonds 2014 6.0% Sterling Bonds 2015 4.0% US Dollar Notes 2016 6.25% Global Dollar Bonds 2018 4.625% US Dollar Notes 2018 3.75% US Dollar Notes 2022 3.25% US Dollar Notes 2023 Finance lease liabilities Continuing operations Bank overdrafts classified within liabilities held for sale Effective interest rate Carrying value n/a 5.76% 5.88% 7.20% 6.27% 4.26% 6.46% 4.69% 3.94% 3.36% n/a n/a 47 – 248 254 299 221 375 202 283 286 11 2,226 – 2,226 2013 Market value 47 – 246 262 325 223 376 195 286 273 11 2,244 – 2,244 Carrying value 55 219 264 256 298 229 402 217 315 – 17 2,272 7 2,279 2012 Market value 55 218 260 274 337 233 410 209 313 – 17 2,326 7 2,333 The market values stated above are based on clean market prices at the year end or, where these are not available, on the quoted market prices of comparable debt issued by other companies. The effective interest rates above relate to the underlying debt instruments. The carrying amounts of the Group’s borrowings are denominated in the following currencies: All figures in £ millions US dollar Sterling Other 2013 1,645 559 22 2,226 2012 1,684 573 22 2,279 The Group has the following undrawn capacity on its committed borrowing facilities as at 31 December: All figures in £ millions Floating rate – expiring within one year – expiring beyond one year 2013 2012 – 1,057 1,057 – 1,077 1,077 In addition to the above facilities, there are a number of short-term facilities that are utilised in the normal course of business. All of the Group’s borrowings are unsecured. In respect of finance lease obligations, the rights to the leased asset revert to the lessor in the event of default. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 166 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 18. Financial liabilities – Borrowings continued The maturity of the Group’s finance lease obligations is as follows: All figures in £ millions Finance lease liabilities – minimum lease payments Not later than one year Later than one year and not later than two years Later than two years and not later than three years Later than three years and not later than four years Later than four years and not later than five years Later than five years Future finance charges on finance leases Present value of finance lease liabilities The present value of finance lease liabilities is as follows: All figures in £ millions Not later than one year Later than one year and not later than five years Later than five years 2013 2012 6 4 1 – – – – 11 10 4 3 – – – – 17 2013 2012 6 5 – 11 10 7 – 17 The carrying amounts of the Group’s lease obligations approximate their fair value. 19. Financial risk management The Group’s approach to the management of financial risks together with sensitivity analyses of its financial instruments is set out below. Treasury policy The Group holds financial instruments for two principal purposes: to finance its operations and to manage the interest rate and currency risks arising from its operations and its sources of finance. The Group finances its operations by a mixture of cash flows from operations, short-term borrowings from banks and commercial paper markets, and longer term loans from banks and capital markets. The Group borrows principally in US dollars and sterling, at both floating and fixed rates of interest, using derivative financial instruments (‘derivatives’), where appropriate, to generate the desired effective currency profile and interest rate basis. The derivatives used for this purpose are principally rate swaps, rate caps and collars, currency rate swaps and forward foreign exchange contracts. The main risks arising from the Group’s financial instruments are interest rate risk, liquidity and refinancing risk, counterparty risk and foreign currency risk. These risks are managed by the chief financial officer under policies approved by the board, which are summarised overleaf. All the treasury policies remained unchanged throughout, except for revisions to the Group’s bank counterparty risk limits and related approval processes and a change to permitted investment instruments for some operating companies. The audit committee receives reports on the Group’s treasury activities, policies and procedures. The treasury department is not a profit centre and its activities are subject to regular internal audit. Section 5 Financial statements 167 19. Financial risk management continued Interest rate risk management The Group’s exposure to interest rate fluctuations on its borrowings is managed by borrowing on a fixed rate basis and by entering into rate swaps, rate caps and forward rate agreements. The Group’s policy objective has continued to be to set a target proportion of its forecast borrowings (taken at the year end, with cash netted against floating rate debt and before certain adjustments for IAS 39 ‘Financial Instruments: Recognition and Measurement’) to be hedged (i.e. fixed or capped at the year end) over the next four years, subject to a maximum of 65% and a minimum that starts at 40% and falls by 10% at each year end. At the end of 2013 the fixed to floating hedging ratio, on the above basis, was approximately 45%:55%. A simultaneous 1% change on 1 January 2014 in the Group’s variable interest rates in US dollar and sterling, taking into account forecast seasonal debt, would have a £11m effect on profit before tax. Use of interest rate derivatives The policy described in the section above creates a group of derivatives, under which the Group is a payer of fixed rates and a receiver of floating rates. The Group also aims to avoid undue exposure to a single interest rate setting. Reflecting this objective, the Group has predominantly swapped its fixed rate bond issues to floating rate at their launch. This creates a second group of derivatives, under which the Group is a receiver of fixed rates and a payer of floating rates. The Group’s accounting objective in its use of interest rate derivatives is to minimise the impact on the income statement of changes in the mark-to-market value of its derivative portfolio as a whole. It uses duration calculations to estimate the sensitivity of the derivatives to movements in market rates. The Group also identifies which derivatives are eligible for fair value hedge accounting (which reduces sharply the income statement impact of changes in the market value of a derivative). The Group then balances the total portfolio between hedge- accounted and pooled segments, so that the expected movement on the pooled segment is minimal. Liquidity and refinancing risk management The Group’s objective is to secure continuity of funding at a reasonable cost. To do this it seeks to arrange committed funding for a variety of maturities from a diversity of sources. The Group’s policy objective has been that the weighted average maturity of its core gross borrowings (treating short-term advances as having the final maturity of the facilities available to refinance them) should be between three and ten years. At the end of 2013 the average maturity of gross borrowings was 4.2 years (2012: 3.9 years) of which bonds represented 97% (2012: 97%) of these borrowings. The Group believes that ready access to different funding markets also helps to reduce its liquidity risk, and that published credit ratings and published financial policies improve such access. All of the Group’s credit ratings remained unchanged during the year. The long-term ratings are Baa1 from Moody’s and BBB+ from Standard & Poor’s, and the short-term ratings are P2 and A2 respectively. In January 2014 Moody’s changed the outlook on their short-term and long-term ratings from ‘Stable’ to ‘Negative’. The Group’s policy is to strive to maintain a rating of Baa1/BBB+ over the long term. The Group will also continue to use internally a range of ratios to monitor and manage its finances. These include interest cover, net debt to operating profit and cash flow to debt measures. The Group also maintains undrawn committed borrowing facilities. At the end of 2013 the committed facilities amounted to £1,057m and their weighted average maturity was 1.9 years. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 168 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 19. Financial risk management continued Analysis of Group debt, including the impact of derivatives The following tables analyse the Group’s sources of funding and the impact of derivatives on the Group’s debt instruments. The Group’s net debt position is set out below: All figures in £ millions Cash and cash equivalents Marketable securities Derivative financial instruments Bank loans, overdrafts and loan notes Bonds Finance lease liabilities Continuing operations Cash and cash equivalents classified within assets held for sale Bank loans, overdrafts and loan notes classified within liabilities held for sale Net debt 2013 2012 729 6 76 (47) (2,168) (11) (1,415) 36 – (1,379) 1,062 6 178 (55) (2,200) (17) (1,026) 115 (7) (918) The split of net debt between fixed and floating rate, stated after the impact of rate derivatives, is as follows: All figures in £ millions Fixed rate Floating rate Total 2013 612 767 1,379 Gross borrowings, after the impact of cross-currency rate derivatives, analysed by currency are as follows: All figures in £ millions US dollar Sterling Other Total 2013 1,849 339 38 2,226 As at 31 December 2013 the exposure of the borrowings of the Group to interest rate changes when the borrowings re-price is as follows: All figures in £ millions Re-pricing profile of borrowings Effect of rate derivatives Total Less than one year One to five years More than five years 533 1,026 1,559 1,124 (422) 702 569 (604) (35) 2012 499 419 918 2012 1,883 353 43 2,279 Total 2,226 – 2,226 Section 5 Financial statements 169 19. Financial risk management continued The maturity of contracted cash flows associated with the Group’s financial liabilities are as follows: All figures in £ millions Not later than one year Later than one year and not later than five years Later than five years Total Analysed as: Bonds Rate derivatives – inflows Rate derivatives – outflows Trade payables Total All figures in £ millions Not later than one year Later than one year and not later than five years Later than five years Total Analysed as: Bonds Rate derivatives – inflows Rate derivatives – outflows Trade payables Total USD 434 1,000 648 2,082 1,918 (350) 359 155 2,082 USD 489 726 863 2,078 1,837 (326) 328 239 2,078 GBP 316 106 – 422 604 (248) 1 65 422 GBP 126 357 – 483 639 (264) 3 105 483 2013 Total 863 1,106 648 2,617 2,522 (598) 376 317 2,617 2012 Total 757 1,104 863 2,724 2,476 (590) 353 485 2,724 Other 113 – – 113 – – 16 97 113 Other 142 21 – 163 – – 22 141 163 All cash flow projections shown above are on an undiscounted basis. Any cash flows based on a floating rate are calculated using interest rates as set at the date of the last rate reset. Where this is not possible, floating rates are based on interest rates prevailing at 31 December in the relevant year. All derivative amounts are shown gross, although the Group net settles these amounts wherever possible. Any amounts drawn under revolving credit facilities and commercial paper are assumed to mature at the maturity date of the relevant facility, with interest calculated as payable in each calendar year up to and including the date of maturity of the facility. Financial counterparty risk management Counterparty credit limits, which take published credit rating and other factors into account, are set to cover our total aggregate exposure to a single financial institution. The limits applicable to published credit ratings bands are approved by the chief financial officer within guidelines approved by the board. Exposures and limits applicable to each financial institution are reviewed on a regular basis. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 170 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 19. Financial risk management continued Foreign currency risk management Although the Group is based in the UK, it has its most significant investment in overseas operations. The most significant currency for the Group is the US dollar. The Group’s policy on routine transactional conversions between currencies (for example, the collection of receivables, and the settlement of payables or interest) remains that these should be transacted at the relevant spot exchange rate. The majority of the Group’s operations are domestic within their country of operation. No unremitted profits are hedged with foreign exchange contracts, as the company judges it inappropriate to hedge non-cash flow translational exposure with cash flow instruments. However, the Group does seek to create a natural hedge of this exposure through its policy of aligning approximately the currency composition of its core net borrowings (after the impact of cross-currency rate derivatives) with its forecast operating profit before depreciation and amortisation. This policy aims to soften the impact of changes in foreign exchange rates on consolidated interest cover and earnings. The policy above applies only to currencies that account for more than 15% of Group operating profit before depreciation and amortisation, which currently is only the US dollar. The Group still borrows small amounts in other currencies, typically for seasonal working capital needs. Our policy does not require existing currency debt to be terminated to match declines in that currency’s share of Group operating profit before depreciation and amortisation. In addition, currencies that account for less than 15% of Group operating profit before depreciation and amortisation can be included in the above hedging process at the request of the chief financial officer. Included within year end net debt, the net borrowings/(cash) in the hedging currencies above (taking into account the effect of cross-currency swaps) were: US dollar £1,631m, sterling £202m and South African rand £(21)m. Use of currency debt and currency derivatives The Group uses both currency denominated debt and derivative instruments to implement the above policy. Its intention is that gains/losses on the derivatives and debt offset the losses/gains on the foreign currency assets and income. Each quarter the value of hedging instruments is monitored against the assets in the relevant currency and, where practical, a decision is made whether to treat the debt or derivative as a net investment hedge (permitting foreign exchange movements on it to be taken to reserves) for the purposes of IAS 39. Financial instruments – fair value measurement The following table provides an analysis of those financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3, based on the degree to which the fair value is observable: Level 1 fair value measurements are those derived from unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 fair value measurements are those derived from inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). Section 5 Financial statements 171 19. Financial risk management continued Financial instruments – fair value measurement continued All figures in £ millions Level 1 Level 2 Level 3 Financial assets at fair value Derivative financial assets Marketable securities Available for sale financial assets Investments in unlisted securities – continuing operations Investments in unlisted securities classified within assets held for sale Financial liabilities at fair value Derivative financial liabilities Other financial liabilities – put options over non-controlling interest Total – – – – – – – 124 6 – – (48) – 82 – – 94 – – – 94 2013 Total 124 6 94 – (48) – 176 The following table analyses the movements in level 3 fair value measurements: Level 1 Level 2 Level 3 178 6 – – 2012 Total 178 6 – – – – – – – – – – 30 30 1 – 1 – – 184 (68) (37) (68) 147 All figures in £ millions At beginning of year Exchange differences Additions Fair value movements Transfer to assets classified as held for sale Disposals At end of year 2013 2012 Investments in unlisted securities Other financial liabilities Investments in unlisted securities Other financial liabilities 31 – 63 – – – 94 (68) 9 – (8) – 67 – 26 (2) 10 – (1) (2) 31 (86) 5 – (25) – 38 (68) The fair value of the investments in unlisted securities is determined by reference to the financial performance of the underlying asset and amounts realised on the sale of similar assets. In 2012, the fair value of other financial liabilities represents the present value of the estimated future liability. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 172 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 19. Financial risk management continued Financial instruments – sensitivity analysis As at 31 December 2013 the sensitivity of the carrying value of the Group’s financial instruments to fluctuations in interest rates and exchange rates is as follows: All figures in £ millions Investments in unlisted securities – continuing operations Cash and cash equivalents – continuing operations Cash and cash equivalents classified within assets held for sale Marketable securities Derivative financial instruments Bonds Other borrowings – continuing operations Other net financial assets – continuing operations Other net financial assets classified within assets and liabilities held for sale Total financial instruments Carrying value Impact of 1% increase in interest rates Impact of 1% decrease in interest rates Impact of 10% strengthening in sterling Impact of 10% weakening in sterling 94 729 36 6 76 (2,168) (58) 566 24 (695) – – – – (54) 58 – – – 4 – – – – 59 (62) – – – (3) (9) (56) (2) – 15 147 5 (43) (1) 56 10 68 2 – (18) (179) (5) 53 1 (68) The table shows the sensitivities of the fair values of each class of financial instruments to an isolated change in either interest rates or foreign exchange rates. The class ‘Other net financial assets’ comprises trade assets less trade liabilities. The sensitivities of derivative instruments are calculated using established estimation techniques such as discounted cash flow and option valuation models. Where modelling an interest rate decrease of 1% led to negative interest rates, these points on the yield curve were adjusted to 0%. A large proportion of the movements shown above would impact equity rather than the income statement, due to the location and functional currency of the entities in which they arise and the availability of net investment hedge treatment. The changes in valuations are estimates of the impact of changes in market variables and are not a prediction of future events or anticipated gains or losses. 20. Intangible assets – Pre-publication All figures in £ millions Cost At beginning of year Exchange differences Additions Disposal through business disposal Disposals Acquisition through business combination Transfer to property, plant and equipment Transfer to assets classified as held for sale At end of year Amortisation At beginning of year Exchange differences Charge for the year Disposal through business disposal Disposals Acquisition through business combination Transfer to assets classified as held for sale At end of year Carrying amounts At end of year Section 5 Financial statements 173 2013 2012 1,876 (46) 364 (29) (234) 2 – – 1,933 (1,210) 46 (308) 23 234 (1) – (1,216) 1,965 (74) 364 – (188) 14 (3) (202) 1,876 (1,315) 55 (316) – 188 (8) 186 (1,210) 717 666 Included in the above are pre-publication assets amounting to £480m (2012: £431m) which will be realised in more than one year. Amortisation is included in the income statement in cost of goods sold. In 2013 £nil (2012: £33m) relates to discontinued operations. 21. Inventories All figures in £ millions Raw materials Work in progress Finished goods 2013 15 13 196 224 2012 13 11 237 261 The cost of inventories relating to continuing operations recognised as an expense and included in the income statement in cost of goods sold amounted to £472m (2012: £512m). In 2013 £53m (2012: £71m) of inventory provisions was charged in the income statement. None of the inventory is pledged as security. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 174 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 22. Trade and other receivables All figures in £ millions Current Trade receivables Royalty advances Prepayments and accrued income Other receivables Non-current Trade receivables Royalty advances Prepayments and accrued income Other receivables 2013 2012 863 23 101 186 1,173 19 8 33 10 70 868 16 81 139 1,104 15 13 33 18 79 Trade receivables are stated at fair value, net of provisions for bad and doubtful debts and anticipated future sales returns. The movements on the provision for bad and doubtful debts are as follows: All figures in £ millions At beginning of year Exchange differences Income statement movements Utilised Acquisition through business combination Transfer to assets classified as held for sale At end of year 2013 (55) 5 (27) 18 – 1 (58) 2012 (102) 4 (21) 53 (1) 12 (55) Concentrations of credit risk with respect to trade receivables are limited due to the Group’s large number of customers, who are internationally dispersed. The ageing of the Group’s trade receivables is as follows: All figures in £ millions Within due date Up to three months past due date Three to six months past due date Six to nine months past due date Nine to 12 months past due date More than 12 months past due date Total trade receivables Less: provision for sales returns Net trade receivables 2013 2012 783 194 36 22 9 1 1,045 (163) 882 774 231 43 10 7 5 1,070 (187) 883 The Group reviews its bad debt provision at least twice a year following a detailed review of receivable balances and historic payment profiles. Management believe all the remaining receivable balances are fully recoverable. 23. Provisions for other liabilities and charges All figures in £ millions At 1 January 2013 Exchange differences Charged to income statement Released to income statement Deferred consideration on acquisition Utilised Transfer from liabilities held for sale Transfer to liabilities held for sale At 31 December 2013 Analysis of provisions: All figures in £ millions Current Non-current Current Non-current Section 5 Financial statements 175 Deferred consideration Property Disposals and closures Legal and other 64 (1) – – 2 (4) – (3) 58 26 – 6 (4) – (17) – – 11 15 – 67 – – (15) – – 67 43 (1) 55 (1) – (66) 24 (1) 53 Deferred consideration Property Disposals and closures Legal and other 5 53 58 6 58 64 10 1 11 12 14 26 67 – 67 15 – 15 30 23 53 5 38 43 Total 148 (2) 128 (5) 2 (102) 24 (4) 189 2013 Total 112 77 189 2012 38 110 148 Deferred consideration primarily relates to the formation of a venture in the US Professional business in 2011. Disposals and closures include retirement benefit obligations and other liabilities related to the disposal of Penguin. Legal and other includes litigation in relation to ebooks which was settled in full during 2013, as well as other provisions in relation to legal claims, contract disputes and potential contract losses. 24. Trade and other liabilities All figures in £ millions Trade payables Social security and other taxes Accruals Deferred income Interest payable Put options over non-controlling interest Other liabilities Less: non-current portion Accruals Deferred income Interest payable Put options over non-controlling interest Other liabilities Current portion 2013 316 23 478 698 22 – 225 1,762 25 155 21 – 56 257 1,505 2012 337 30 440 714 21 68 228 1,838 18 147 13 25 79 282 1,556 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 176 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 24. Trade and other liabilities continued The carrying value of the Group’s trade and other liabilities approximates its fair value. The deferred income balance comprises principally multi year obligations to deliver workbooks to adoption customers in school businesses; advance payments in assessment, testing and training businesses; subscription income in school, college and newspaper businesses; and obligations to deliver digital content in future years. The put options over non-controlling interest in 2012 are the fair value of options held by the non-controlling interests in the Group’s Southern African and Indian businesses. 25. Retirement benefit and other post-retirement obligations Background The Group operates a number of defined benefit and defined contribution retirement plans throughout the world. The largest plan is the Pearson Group Pension Plan (UK Group plan) in the UK, which is sectionalised to provide both defined benefit and defined contribution pension benefits. The defined benefit section was closed to new members from 1 November 2006. The defined contributions section, opened in 2003, is open to new and existing employees. Finally, there is a separate section within the UK Group plan set up for auto-enrolment. The defined benefit section of the UK Group plan is a final salary pension plan which provides benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits depends on the length of service and final pensionable pay. The UK Group plan is funded with benefit payments from trustee administered funds. The UK Group plan is administered in accordance with the Trust Deed and Rules in the interests of its beneficiaries by Pearson Group Pension Trustee Limited. At 31 December 2013 the UK Group plan has approximately 26,500 members, analysed in the following table: % Defined benefit Defined contribution Total Active Deferred Pensioners 3 17 20 25 23 48 32 – 32 Total 60 40 100 The other major defined benefit plans are based in the US. These are also final salary pension plans which provide benefits to members in the form of a guaranteed pension payable for life, with the level of benefits dependent on length of service and final pensionable pay. The majority of the US plans are funded. The Group also has several post-retirement medical benefit plans (PRMBs), principally in the US. PRMBs are unfunded but are accounted for and valued similarly to defined benefit pension plans. The defined benefit schemes expose the Group to actuarial risks, such as life expectancy, inflation risks, and investment risk including asset volatility and changes in bond yields. The Group is not exposed to any unusual, entity specific or plan specific risks. Section 5 Financial statements 177 25. Retirement benefit and other post-retirement obligations continued Assumptions The principal assumptions used for the UK Group plan and the US PRMB are shown below. Weighted average assumptions have been shown for the other plans, which primarily relate to US pension plans. % Inflation Rate used to discount plan liabilities Expected rate of increase in salaries Expected rate of increase for pensions in payment and deferred pensions Initial rate of increase in healthcare rate Ultimate rate of increase in healthcare rate UK Group plan 3.4 4.4 3.9 2.3 to 5.1 – – Other plans 2.5 4.4 3.9 – – – 2013 PRMB 2.5 4.4 4.0 – 7.5 5.0 UK Group plan 3.0 4.4 3.5 2.3 to 5.1 – – Other plans 2.5 3.6 3.9 – – – 2012 PRMB 2.5 3.6 – – 8.0 5.0 The UK discount rate is based on corporate bond yields adjusted to reflect the duration of liabilities. The US discount rate is set by reference to a US bond portfolio matching model. The inflation rate for the UK Group plan of 3.4% reflects the RPI rate. In line with changes to legislation in 2010, certain benefits have been calculated with reference to CPI as the inflationary measure and in these instances a rate of 2.6% has been used. The expected rate of increase in salaries has been set at 3.9% for 2013 with a short-term assumption of 3.0% for three years. For the UK plan, the mortality base table assumptions have been derived from the SAPS ‘all pensioners’ tables for males and the SAPS ‘normal health pensioners’ tables for females, adjusted to reflect the observed experience of the plan, with CMI model improvement factors. A 1.5% long term rate improvement on the CMI model is applied for males, and 1.25% for females. For the US plans, the RP2000 table projected to 2020 is used, reflecting the mortality assumption most prevalent in the US. Using the above tables, the remaining average life expectancy in years of a pensioner retiring at age 65 on the balance sheet date for the UK Group plan and US plans is as follows: Male Female 2013 24.3 24.4 UK 2012 23.0 24.2 2013 19.2 21.1 US 2012 19.2 21.1 The remaining average life expectancy in years of a pensioner retiring at age 65, 20 years after the balance sheet date, for the UK and US Group plans is as follows: Male Female 2013 25.9 25.9 UK 2012 25.1 26.1 2013 19.2 21.1 US 2012 19.2 21.1 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 178 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 25. Retirement benefit and other post-retirement obligations continued Financial statement information The amounts recognised in the income statement are as follows: All figures in £ millions Current service cost Curtailments Administration expenses Total operating expense Interest on plan assets Interest on plan liabilities Net finance (income)/expense Net income statement charge All figures in £ millions Current service cost Administration expenses Total operating expense Interest on plan assets Interest on plan liabilities Net finance (income)/expense Net income statement charge UK Group plan Defined benefit other Sub-total Defined contribution PRMB 22 – 4 26 (95) 94 (1) 25 3 – – 3 (6) 7 1 4 25 – 4 29 (101) 101 – 29 72 – – 72 – – – 72 4 (4) – – – 3 3 3 UK Group plan Defined benefit other Sub-total Defined contribution PRMB 23 4 27 (98) 96 (2) 25 3 – 3 (6) 7 1 4 26 4 30 (104) 103 (1) 29 78 – 78 – – – 78 4 – 4 – 3 3 7 2013 Total 101 (4) 4 101 (101) 104 3 104 2012 Restated Total 108 4 112 (104) 106 2 114 Included within the 2013 results are discontinued operations consisting of a £2m charge (2012: £4m charge) relating to defined benefit schemes and a £6m charge (2012: £9m charge) relating to defined contribution schemes. The amounts recognised in the balance sheet are as follows: All figures in £ millions Fair value of plan assets Present value of defined benefit obligation Net pension asset/(liability) Other post-retirement medical benefit obligation Other pension accruals Net retirement benefit obligations Analysed as: Retirement benefit assets Retirement benefit obligations 2013 UK Group plan 2,353 Other funded plans 156 Other unfunded plans Total UK Group plan – 2,509 2,162 Other funded plans 165 Other unfunded plans 2012 Total – 2,327 (2,267) 86 (171) (15) (20) (20) (2,458) 51 (2,181) (19) (196) (31) (24) (2,401) (74) (24) (77) (30) (56) 86 (142) (89) (35) (198) – (198) Section 5 Financial statements 179 25. Retirement benefit and other post-retirement obligations continued Included within the 2012 retirement benefit obligation is a liability of £26m which relates to Penguin and is classified as held for sale. During 2013 this was transferred back from held for sale to pension liabilities. The following gains/(losses) have been recognised in other comprehensive income: All figures in £ millions Amounts recognised for defined benefit plans Amounts recognised for post-retirement medical benefit plans Total recognised in year The fair value of plan assets comprises the following: 2013 70 9 79 2012 Restated (95) (5) (100) % Equities Bonds Property Other UK Group plan Other funded plans 28 40 9 17 2 3 – 1 2013 Total 30 43 9 18 UK Group plan Other funded plans 32 38 9 14 2 3 1 1 2012 Total 34 41 10 15 The plan assets do not include any of the Group’s own financial instruments, or any property occupied by the Group. The table below further disaggregates the UK Group plan assets into additional categories and those assets which have a quoted market price in an active market and those that do not: % UK equities Non-UK equities Fixed-interest securities Index-linked securities Property Other Total The liquidity profile of the UK Group plan assets is as follows: % Liquid – call <1 month Less liquid – call 1–3 months Illiquid – call > 3 months 2013 2012 Quoted market price No quoted market price Quoted market price No quoted market price 6 20 19 24 – – 69 1 3 – – 9 18 31 6 25 21 19 – 1 72 1 3 – – 10 14 28 2013 2012 72 2 26 73 2 25 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 180 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 25. Retirement benefit and other post-retirement obligations continued Changes in the values of plan assets and liabilities of the retirement benefit plans are as follows: All figures in £ millions Fair value of plan assets Opening fair value of plan assets Exchange differences Interest on plan assets Return on plans assets excluding interest Contributions by employer Contributions by employee Benefits paid Acquisition through business combination Closing fair value of plan assets Present value of defined benefit obligation Opening defined benefit obligation Exchange differences Current service cost Administration expenses Interest cost Actuarial gains/(losses) – experience Actuarial gains/(losses) – demographic Actuarial gains/(losses) – financial Contributions by employee Benefits paid Acquisition through business combination Closing defined benefit obligation UK Group plan Other plans 2,162 – 95 103 77 2 (86) – 2,353 (2,181) – (22) (4) (94) 5 – (55) (2) 86 – (2,267) 165 (2) 6 6 5 – (24) – 156 (220) 4 (3) – (7) 1 1 9 – 24 – (191) 2013 Total 2,327 (2) 101 109 82 2 (110) – 2,509 (2,401) 4 (25) (4) (101) 6 1 (46) (2) 110 – (2,458) UK Group plan Other plans 2,008 – 98 48 72 2 (78) 12 2,162 (1,983) – (23) (4) (96) 44 (14) (170) (2) 78 (11) (2,181) 149 (5) 6 9 2 – (11) 15 165 (197) 7 (3) – (7) 2 – (14) – 11 (19) (220) 2012 Restated Total 2,157 (5) 104 57 74 2 (89) 27 2,327 (2,180) 7 (26) (4) (103) 46 (14) (184) (2) 89 (30) (2,401) The weighted average duration of the defined benefit obligation is 15.8 years for the UK and 9.4 years for the US. Section 5 Financial statements 181 25. Retirement benefit and other post-retirement obligations continued Changes in the value of the US PRMB are as follows: All figures in £ millions Opening defined benefit obligation Exchange differences Current service cost Curtailments Interest cost Actuarial gains/(losses) – experience Actuarial gains/(losses) – financial Benefits paid Closing defined benefit obligation 2013 (89) 1 (4) 4 (3) – 9 5 (77) 2012 (85) 4 (4) – (3) 2 (7) 4 (89) Funding The UK Group plan is self-administered with the plan’s assets being held independently of the Group in trust. The trustee of the plan is required to act in the best interest of the plan’s beneficiaries. Assets of the plan are divided into two elements; matching assets, which are assets that produce cashflows that can be expected to match the cashflows for a proportion of the membership, and include UK and overseas bonds, inflation linked property and infrastructure; return seeking assets, which are assets invested with a longer term horizon to generate the returns needed to provide the remaining expected cashflows for the beneficiaries, and include equities, property and alternative asset classes. The benchmark allocation is 60% matching and 40% return seeking assets. The most recent triennial actuarial valuation for funding purposes was completed as at 1 January 2012 and this valuation revealed a funding shortfall. The Group has agreed that the funding shortfall will be eliminated by June 2017. In 2013 the Group contributed £56m (2012: £48m) towards the funding shortfall. Following the completion of the triennial funding valuation the Group has agreed to contribute £41m per annum until 2017 in excess of regular contributions. In addition, a mechanism has been agreed for the Group to make supplementary payments up to a maximum of £15m per annum if certain conditions are met. If such payments are made they are expected to accelerate the end date for extinguishing the deficit. Regular contributions to the plan in respect of the defined benefit sections are estimated to be £18m for 2014. The Group expects to contribute $12m in 2014 and $12m in 2015 to its US defined benefit pension plans. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 182 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 25. Retirement benefit and other post-retirement obligations continued Sensitivities The effect of a one percentage point increase and decrease in the discount rate on the defined benefit obligation and the total pension expense is as follows: All figures in £ millions Effect: (Decrease)/increase in defined benefit obligation – UK Group plan (Decrease)/increase in defined benefit obligation – US plan 2013 1% increase 1% decrease (316.0) (16.1) 390.5 20.0 The effect of members living one year more or one year less on the defined benefit obligation is as follows: All figures in £ millions Effect: Increase/(decrease) in defined benefit obligation – UK Group plan Increase/(decrease) in defined benefit obligation – US plan The effect of a half percentage point increase and decrease in the inflation rate is as follows: All figures in £ millions Effect: Increase/(decrease) in defined benefit obligation – UK Group plan Increase/(decrease) in defined benefit obligation – US plan 2013 1 year increase 1 year decrease 79.2 4.2 (76.2) (4.8) 2013 0.5% increase 0.5% decrease 106.1 0.2 (99.5) (0.3) The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant, although in practice this is unlikely to occur and changes in some assumptions may be correlated. When calculating these sensitivities the same method has been applied to calculate the defined benefit obligation as has been applied when calculating the liability recognised in the balance sheet. This methodology is the same as prior periods. Section 5 Financial statements 183 26. Share-based payments The Group recognised the following charges in the income statement in respect of its equity-settled share-based payment plans: All figures in £ millions Pearson plans 2013 35 2012 28 Share-based payment charges included in discontinued operations amounted to £2m (2012: £4m). The Group operates the following equity-settled employee option and share plans: Worldwide Save for Shares Plan Since 1994, the Group has operated a Save-As-You-Earn plan for UK employees. In 1998, the Group introduced a Worldwide Save for Shares Plan. Under these plans, employees can save a portion of their monthly salary over periods of three, five or seven years. At the end of this period, the employee has the option to purchase ordinary shares with the accumulated funds at a purchase price equal to 80% of the market price prevailing at the time of the commencement of the employee’s participation in the plan. Options that are not exercised within six months of the end of the savings period lapse unconditionally. Employee Stock Purchase Plan In 2000, the Group established an Employee Stock Purchase Plan which allows all employees in the US to save a portion of their monthly salary over six-month periods. At the end of the period, the employee has the option to purchase ADRs with their accumulated funds at a purchase price equal to 85% of the lower of the market price prevailing at the beginning or end of the period. Long-Term Incentive Plan This plan was first introduced in 2001, renewed in 2006 and again in 2011. The plan consists of restricted shares. The vesting of restricted shares is normally dependent on continuing service over a three to five-year period, and in the case of senior management upon the satisfaction of corporate performance targets over a three-year period. These targets may be based on market and/or non-market performance criteria. Restricted shares awarded to senior management in May and October 2013, and May 2012 vest dependent on relative total shareholder return, return on invested capital and earnings per share growth. The award was split equally across all three measures. Other restricted shares awarded in 2013 and 2012 vest depending on continuing service over a three- year period. Annual Bonus Share Matching Plan This plan permits executive directors and senior executives around the Group to invest up to 50% of any after tax annual bonus in Pearson shares. If these shares are held and the Group meets an earnings per share growth target, the company will match them on a gross basis of up to one matching share for every invested share i.e. the maximum number of matching shares is equal to the number of shares that could have been acquired with the amount of the pre-tax annual bonus taken in invested shares. The number and weighted average exercise prices of share options granted under the Group’s plans are as follows: Outstanding at beginning of year Granted during the year Exercised during the year Forfeited during the year Expired during the year Outstanding at end of year Options exercisable at end of year 2013 Weighted average exercise price £ 2012 Weighted average exercise price £ Number of share options 000s Number of share options 000s 3,373 763 (820) (516) (8) 2,792 35 8.24 9.14 7.12 8.75 5.75 8.73 6.95 3,203 1,321 (840) (294) (17) 3,373 106 7.15 9.09 5.59 7.84 5.60 8.24 5.58 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 184 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 26. Share-based payments continued Options were exercised regularly throughout the year. The weighted average share price during the year was £12.42 (2012: £12.01). Early exercises arising from redundancy, retirement or death are treated as an acceleration of vesting and the Group therefore recognises in the income statement the amount that otherwise would have been recognised for services received over the remainder of the original vesting period. The options outstanding at the end of the year have weighted average remaining contractual lives and exercise prices as follows: Range of exercise prices £ 0 – 5 5 – 10 >10 2013 Weighted average contractual life Years – 2.31 – 2.31 2012 Weighted average contractual life Years – 2.56 – 2.56 Number of share options 000s – 3,373 – 3,373 Number of share options 000s – 2,792 – 2,792 In 2013 and 2012 options were granted under the Worldwide Save for Shares Plan. The weighted average estimated fair value for the options granted was calculated using a Black-Scholes option pricing model. The weighted average estimated fair values and the inputs into the Black-Scholes model are as follows: 2013 Weighted average 2012 Weighted average Fair value Weighted average share price Weighted average exercise price Expected volatility Expected life Risk free rate Expected dividend yield Forfeiture rate £2.27 £11.71 £9.14 22.05% £2.38 £11.51 £9.09 23.62% 3.8 years 3.8 years 0.74% 3.65% 3.3% 0.53% 3.84% 3.3% The expected volatility is based on the historic volatility of the company’s share price over the previous three to seven years depending on the vesting term of the options. The following shares were granted under restricted share arrangements: Long-Term Incentive Plan Annual Bonus Share Matching Plan 2013 Weighted average fair value £ 11.52 12.06 2012 Weighted average fair value £ 11.56 11.52 Number of shares 000s 4,503 237 Number of shares 000s 3,482 99 The fair value of shares granted under the Long-Term Incentive Plan that vest unconditionally is determined using the share price at the date of grant. The number of shares expected to vest is adjusted, based on historical experience, to account for potential forfeitures. Restricted shares granted under the Annual Bonus Share Matching Plan are valued using the share price at the date of grant. Participants under both plans are entitled to dividends during the vesting period and therefore the share price is not discounted. Section 5 Financial statements 185 26. Share-based payments continued Restricted shares with a market performance condition were valued by an independent actuary using a Monte Carlo model. Restricted shares with a non-market performance condition were fair valued based on the share price at the date of grant. Non-market performance conditions are taken into consideration by adjusting the number of shares expected to vest based on the most likely outcome of the relevant performance criteria. 27. Share capital and share premium At 1 January 2012 Issue of ordinary shares – share option schemes At 31 December 2012 Issue of ordinary shares – share option schemes At 31 December 2013 Number of shares 000s Ordinary shares £m 815,626 1,417 817,043 1,537 818,580 204 – 204 1 205 Share premium £m 2,544 11 2,555 13 2,568 The ordinary shares have a par value of 25p per share (2012: 25p per share). All issued shares are fully paid. All shares have the same rights. The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt (see note 18), cash and cash equivalents (see note 17) and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group reviews its capital structure on a regular basis and will balance its overall capital structure through payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt in line with the financial risk policies outlined in note 19. 28. Treasury shares At 1 January 2012 Purchase of treasury shares Release of treasury shares At 31 December 2012 Purchase of treasury shares Release of treasury shares At 31 December 2013 Number of shares 000s 14,665 – (4,563) 10,102 4,111 (4,931) 9,282 Pearson plc £m 149 – (46) 103 47 (52) 98 The Group holds Pearson plc shares in trust to satisfy its obligations under its restricted share plans (see note 26). These shares, representing 1.1% (2012: 1.2%) of called-up share capital, are treated as treasury shares for accounting purposes and have a par value of 25p per share. The nominal value of Pearson plc treasury shares amounts to £2.3m (2012: £2.5m). At 31 December 2013 the market value of Pearson plc treasury shares was £124.4m (2012: £120.0m). O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 186 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 29. Other comprehensive income All figures in £ millions Items that may be reclassified to the income statement Net exchange differences on translation of foreign operations – Group Net exchange differences on translation of foreign operations – associate Currency translation adjustment disposed – subsidiaries Attributable tax Items that are not reclassified to the income statement Remeasurement of retirement benefit obligations – Group Remeasurement of retirement benefit obligations – associate Attributable tax Other comprehensive expense for the year All figures in £ millions Items that may be reclassified to the income statement Net exchange differences on translation of foreign operations – Group Attributable tax Items that are not reclassified to the income statement Remeasurement of retirement benefit obligations – Group Remeasurement of retirement benefit obligations – associate Attributable tax Other comprehensive expense for the year 30. Business combinations Attributable to equity holders of the company Translation reserve Retained earnings Non- controlling interest Total 2013 Total (202) (11) (18) – – – – (231) – – – 6 79 – (23) 62 (202) (4) (206) (11) (18) 6 79 – (23) (169) – – – – – – (4) (11) (18) 6 79 – (23) (173) 2012 Restated Attributable to equity holders of the company Translation reserve Retained earnings Non- controlling interest Total Total (236) – – – – (236) – 1 (100) (3) 50 (52) (236) 1 (100) (3) 50 (288) (2) – (238) 1 – – – (2) (100) (3) 50 (290) There were no significant acquisitions in 2013. Adjustments have been made in respect of prior year acquisitions in 2013 and include the recognition of intangibles of £185m on the EmbanetCompass acquisition. The acquisition was made in late 2012 and was provisionally accounted for as at 31 December 2012. Section 5 Financial statements 187 30. Business combinations continued Provisional values for the assets and liabilities arising from acquisitions completed in the year together with adjustments to prior year acquisitions are as follows: All figures in £ millions Property, plant and equipment Intangible assets Intangible assets – Pre-publication Inventories Trade and other receivables Cash and cash equivalents (excluding overdrafts) Net deferred income tax assets/(liabilities) Retirement benefit obligations Provisions for other liabilities and charges Trade and other liabilities Current income tax liabilities Net assets acquired at fair value Goodwill Fair value of previously held interest arising on stepped acquisition Total Satisfied by: Cash Deferred consideration Net prior year adjustments Total consideration Notes Current year Prior year Total fair value Total fair value 2013 2012 10 11 20 13 11 1 7 1 – 8 2 2 – – (6) – 15 19 (7) 27 (25) (2) – (27) – 193 – 1 1 – (39) – – (1) – 155 (152) – 3 (6) – 3 (3) 1 200 1 1 9 2 (37) – – (7) – 170 (133) (7) 30 (31) (2) 3 (30) 10 280 6 1 34 34 (67) (2) (1) (111) (1) 183 505 – 688 (682) (6) – (688) The goodwill arising on these acquisitions results from cost and revenue synergies and from benefits that cannot be separately recognised. A provisional value of £6m of goodwill arising on 2013 acquisitions is expected to be deductible for tax purposes (2012: £nil). Intangible assets acquired in 2012 and recognised in 2013 have the following useful economic lives: EmbanetCompass: customer lists, contracts and relationships 3–17 years; trademarks and brands two years. Intangible assets acquired in 2013 are classified as other intangible assets and have useful lives of 3–10 years. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 188 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 30. Business combinations continued All figures in £ millions Cash flow on acquisitions Cash – Current year acquisitions Deferred payments for prior year acquisitions and other items Cash and cash equivalents acquired Acquisition costs and other acquisition liabilities paid Net cash outflow 2013 2012 (25) (6) 2 (19) (48) (682) (31) 34 (37) (716) In total, acquisitions of subsidiaries completed in the year contributed an additional £15m of sales but did not contribute a material amount to operating profit. There would not have been a material difference to either sales or profits had these acquisitions completed on 1 January 2013. 31. Disposals including business closures All figures in £ millions Penguin Other Disposal of subsidiaries Property, plant and equipment Intangible assets Investment in joint ventures and associates Other financial assets Intangible assets – Pre-publication Inventories Trade and other receivables Cash and cash equivalents (excluding overdrafts) Net deferred income tax (assets)/liabilities Retirement benefit obligations Provisions for other liabilities and charges Trade and other liabilities Non-controlling interest Attributable goodwill Cumulative translation adjustment Net assets disposed Cash received Fair value of associate acquired Costs Gain/(loss) on disposal (39) (43) (22) (1) (20) (91) (447) (34) (22) – 7 224 3 (370) 18 (837) – 1,160 (121) 202 (3) – – – (6) (3) (6) (3) – 4 – 10 – (6) – (13) 3 – (14) (24) 2013 Total (42) (43) (22) (1) (26) (94) (453) (37) (22) 4 7 234 3 (376) 18 (850) 3 1,160 (135) 178 2012 (3) (45) – – – – – – 11 – – – – (50) – (87) – – (26) (113) The gain on disposal of Penguin arises from the measurement at fair value of the associate investment acquired in Penguin Random House. Section 5 Financial statements 189 31. Disposals including business closures continued All figures in £ millions Cash flow from disposals Cash – current year disposals Cash and cash equivalents disposed Costs and other disposal liabilities paid Net cash outflow 2013 2012 3 (37) (98) (132) – – (11) (11) The disposal in 2012 includes the write down of assets resulting from the closure of Pearson in Practice. 32. Held for sale Assets classified as held for sale in 2012 relate to Penguin and in 2013 to Mergermarket. All figures in £ millions Notes Property, plant and equipment Intangible assets Investments in joint ventures and associates Deferred income tax assets Other financial assets Trade and other receivables Intangible assets – Pre-publication Inventories Cash and cash equivalents (excluding overdrafts) Assets classified as held for sale Financial liabilities – Borrowings Deferred income tax liabilities Retirement benefit obligations Provisions for other liabilities and charges Trade and other liabilities Current income tax liabilities Liabilities directly associated with assets classified as held for sale Net assets classified as held for sale 33. Transactions with non-controlling interest 10 11 13 15 20 17 18 13 25 23 2013 2 158 – 1 – 26 – – 36 223 – (2) – (4) (71) (5) (82) 141 2012 40 404 27 38 1 451 16 80 115 1,172 (7) (20) (26) (29) (234) – (316) 856 In 2013 the Group purchased non-controlling interests in the Southern African business for £65m, and in the Indian business for £11m. In 2012 the Group increased its investments in its subsidiaries in China at a cost of £4m. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 190 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 34. Cash generated from operations All figures in £ millions Profit Adjustments for: Income tax Depreciation Intangible charges Amortisation of other intangible assets Net finance costs Share of results of joint ventures and associates (Profit)/loss on disposals Acquisition costs Costs on formation of Penguin Random House Net foreign exchange adjustment from transactions Share-based payment costs Pre-publication Inventories Trade and other receivables Trade and other liabilities Retirement benefit obligations Provisions for other liabilities and charges Net cash generated from operations Dividends from joint ventures and associates Purchase of property, plant and equipment Purchase of intangible assets Proceeds from sale of property, plant and equipment Proceeds from sale of intangible assets Finance lease principal payments Operating cash flow Operating tax paid Net operating finance costs paid Operating free cash flow Non-operating tax paid Free cash flow Dividends paid (including to non-controlling interests) Net movement of funds from operations Acquisitions and disposals (net of tax) Loans advanced (including to related parties) Purchase of treasury shares New equity Other movements on financial instruments Net movement of funds Exchange movements on net debt Total movement in net debt Notes 10 11 11 12 26 2013 539 90 82 168 59 75 (54) (187) 12 – (40) 37 (77) 18 (50) 72 (57) (3) 684 64 (118) (64) 28 2 (8) 588 (191) (73) 324 (55) 269 (372) (103) (326) (49) (47) 14 (9) (520) 59 (461) 2012 314 163 80 183 54 96 (9) 113 21 32 (21) 32 (55) 49 (94) – (37) (5) 916 27 (78) (73) 1 3 (8) 788 (65) (66) 657 – 657 (348) 309 (780) – – 11 – (460) 41 (419) Section 5 Financial statements 191 34. Cash generated from operations continued Net cash generated from operations is translated at an exchange rate approximating to the rate at the date of cash flow. The difference between this rate and the average rate used to translate profit gives rise to a currency adjustment in the reconciliation between net profit and net cash generated from operations. This adjustment reflects the timing difference between recognition of profit and the related cash receipts or payments. Operating cash flow, operating free cash flow and total free cash flow are non-GAAP measures and have been disclosed as they are part of Pearson’s corporate and operating measures. In the cash flow statement, proceeds from sale of property, plant and equipment comprise: All figures in £ millions Net book amount Profit on sale of property, plant and equipment Proceeds from sale of property, plant and equipment 35. Contingencies 2013 2012 19 9 28 1 – 1 There are contingent Group liabilities that arise in the normal course of business in respect of indemnities, warranties and guarantees in relation to former subsidiaries and in respect of guarantees in relation to subsidiaries, joint ventures and associates. In addition there are contingent liabilities of the Group in respect of legal claims, contract disputes, royalties, copyright fees, permissions and other rights. None of these claims are expected to result in a material gain or loss to the Group. 36. Commitments There were no commitments for capital expenditure contracted for at the balance sheet date but not yet incurred. The Group leases various offices and warehouses under non-cancellable operating lease agreements. The leases have varying terms and renewal rights. The Group also leases various plant and equipment under operating lease agreements, also with varying terms. Lease expenditure charged to the income statement was £183m (2012: £169m). The future aggregate minimum lease payments in respect of operating leases are as follows: All figures in £ millions Not later than one year Later than one year and not later than two years Later than two years and not later than three years Later than three years and not later than four years Later than four years and not later than five years Later than five years 2013 161 149 133 118 105 737 1,403 2012 186 174 158 137 124 899 1,678 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 192 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 37. Related party transactions Joint ventures and associates Amounts advanced to joint ventures and associates during the year and at the balance sheet date are set out in note 12. Apart from transactions with the Group’s joint ventures and associates, there were no other material related party transactions. Key management personnel Key management personnel are deemed to be the members of the board of directors of Pearson plc. It is this board which had responsibility for planning, directing and controlling the activities of the Group in 2013. Key management personnel compensation is disclosed in the directors’ remuneration report. There were no other material related party transactions. No guarantees have been provided to related parties. 38. Events after the balance sheet date On 4 February 2014, the Group completed the sale of Mergermarket for £382m. On 11 February 2014, the Group acquired 100% of Grupo Multi, the leading English Language Training company in Brazil, for approximately £435m in cash plus the assumption of £57m of debt. Section 5 Financial statements 193 39. Accounts and audit exemptions The Pearson plc subsidiary companies listed below are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A. Company number Company number Aldwych Finance Ltd ASET Ltd ASET Group Ltd ASET Management Ltd ASET Solutions Ltd Blue Wharf Ltd Burmedia Investments Ltd Edexcel Ltd Education Development International plc Embankment Finance Ltd eNVQ Ltd EQL Assessment Ltd Escape Studios Ltd Financial Times (ASC) Ltd Financial Times Group Ltd Fronter UK Ltd FT Business Information Ltd FT Labs Ltd FT Personal Finance Ltd Goal Ltd Green Wharf Ltd Icodeon Ltd Joint Examining Board Ltd Longman Group (Overseas Holdings) Ltd Midlands Educational Technology Ltd Pearson Affordable Learning Fund Ltd Pearson Amsterdam Finance Ltd Pearson Australia Finance Unltd Pearson Books Ltd Pearson Canada Finance Unltd Pearson College Ltd Pearson Dollar Finance plc Pearson Dollar Finance Two plc Pearson Education Holdings Ltd Pearson Education Investments Ltd 04720439 04231636 03964551 03139404 03849880 04344573 03060487 04496750 03914767 04460625 03985948 05224778 04399042 00519261 00879531 05737591 00758738 04701650 03855520 03566588 07009228 05068195 03278422 00690236 01448842 08038068 03041245 05578463 02512075 05578491 07967446 05111013 06507766 00210859 08444933 00872828 Pearson Education Ltd 07970304 Pearson Funding Four plc 02911143 Pearson Funding One plc 07210654 Pearson Funding Two plc 03099304 Pearson Heinemann Ltd 07679091 Pearson in Practice ATA Ltd Pearson in Practice Holdings Ltd 06337129 Pearson in Practice Skills Based Learning Ltd 03755464 03786989 Pearson in Practice Technology Ltd 02496206 Pearson International Finance Ltd 05632021 Pearson Loan Finance No.2 Unltd 05052661 Pearson Loan Finance No.3 Ltd 02635107 Pearson Loan Finance No.4 Ltd 05144467 Pearson Loan Finance Unltd 00096263 Pearson Management Services Ltd 00145205 Pearson Overseas Holdings Ltd 08561316 Pearson PRH Holdings Ltd 00149375 Pearson Professional Holdings Ltd 01341060 Pearson Services Ltd 04623186 Pearson Shared Services Ltd 03754757 Peter Honey Publications Ltd 05342448 Sector Training Ltd 02174119 St Clements Press (1988) Ltd 02496240 Testchange Ltd 05333023 The Coaching Space Ltd 01613899 The Financial Times (Benelux) Ltd 00867316 The Financial Times (France) Ltd 01613900 The Financial Times (Japan) Ltd 01398449 The Financial Times (M-M UK) Ltd 01214411 The Financial Times (Spain) Ltd 00227590 The Financial Times Ltd 07307943 TQ Catalis Ltd 07307925 TQ Clapham Ltd 07802458 TQ Global Ltd 06294307 TQ Holdings Ltd O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 194 Pearson plc Annual report and accounts 2013 Notes to the consolidated financial statements continued 39. Accounts and audit exemptions continued The Pearson plc subsidiary companies listed below are exempt from the requirements of the Companies Act 2006 to prepare individual accounts by virtue of section 394A. Exec-Appointments Ltd FDI Intelligence Ltd Financial Times Business Ltd Financial Times Electronic Publishing Ltd Financial Times Investor Ltd Mandatewire Ltd Company number 04010964 N1040129 00202281 02749250 04005565 03855296 Medley Global Advisors Ltd The Financial News Ltd The Financial Times (Switzerland) Ltd The Financial Times (Zhongwen) Ltd Throgmorton Publications Ltd Company number 00931507 00607228 01613901 01900030 00905696 Company balance sheet As at 31 December 2013 Section 5 Financial statements 195 All figures in £ millions Notes 2013 2012 Assets Non-current assets Investments in subsidiaries Amounts due from subsidiaries Financial assets – Derivative financial instruments Current assets Amounts due from subsidiaries Amounts due from related parties Prepayments Current income tax assets Financial assets – Derivative financial instruments Cash and cash equivalents (excluding overdrafts) Total assets Liabilities Non-current liabilities Amounts due to subsidiaries Financial liabilities – Borrowings Financial liabilities – Derivative financial instruments Current liabilities Amounts due to subsidiaries Current income tax liabilities Financial liabilities – Borrowings Provisions for other liabilities and charges Total liabilities Net assets Equity Share capital Share premium Treasury shares Special reserve Retained earnings Total equity attributable to equity holders of the company 2 6 6 4 5 6 5 7 8 8 9 8,537 2,009 111 10,657 380 44 – 24 13 394 855 11,512 (3,553) (202) (48) (3,803) (1,256) – (766) (42) (2,064) (5,867) 5,645 205 2,568 (22) 447 2,447 5,645 9,108 2,021 174 11,303 578 – 4 – 4 643 1,229 12,532 (4,227) (473) – (4,700) (1,953) (13) (618) – (2,584) (7,284) 5,248 204 2,555 (27) 447 2,069 5,248 These financial statements have been approved for issue by the board of directors on 10 March 2014 and signed on its behalf by Robin Freestone Chief financial officer 10 March 2014 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 196 Pearson plc Annual report and accounts 2013 Company statement of changes in equity Year ended 31 December 2013 Equity attributable to equity holders of the company All figures in £ millions At 1 January 2013 Profit for the year Issue of ordinary shares under share option schemes* Purchase of treasury shares Release of treasury shares Dividends At 31 December 2013 All figures in £ millions At 1 January 2012 Profit for the year Issue of ordinary shares under share option schemes* Contributions from subsidiaries for treasury shares Release of treasury shares Dividends At 31 December 2012 Share capital 204 – 1 – – – 205 Share capital 204 – – – – – 204 Share premium 2,555 – 13 – – – 2,568 Share premium 2,544 – 11 – – – 2,555 (27) – – (47) 52 – (22) Treasury shares (94) – – 21 46 – (27) Treasury shares Special reserve Retained earnings 2,069 802 – – (52) (372) 2,447 Total 5,248 802 14 (47) – (372) 5,645 447 – – – – – 447 Equity attributable to equity holders of the company Special reserve 447 – – – – – 447 Retained earnings 1,450 1,011 Total 4,551 1,011 – 11 – (46) (346) 2,069 21 – (346) 5,248 The special reserve represents the cumulative effect of cancellation of the company’s share premium account. Included within retained earnings is an amount of £131m (2012: £131m) relating to profit on intra-group disposals that is not distributable. *Full details of the share-based payment plans are disclosed in note 26 to the consolidated financial statements. Company cash flow statement Year ended 31 December 2013 Section 5 Financial statements 197 All figures in £ millions Notes 2013 2012 Cash flows from operating activities Net profit Adjustments for: Income tax Net finance costs Amounts due to subsidiaries Net cash (used in)/generated from operations Interest paid Tax received Net cash (used in)/generated from operating activities Cash flows from investing activities Disposal of subsidiaries, net of cash disposed Interest received Net cash received from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Net purchase of treasury shares Loans to related parties Repayment of borrowings Dividends paid to company’s shareholders Net cash used in financing activities Effects of exchange rate changes on cash and cash equivalents Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 802 1,011 (51) 167 (1,053) (135) (82) 14 (203) 482 10 492 14 (48) (44) – (372) (450) 18 (143) 25 (118) 8 4 (39) 103 (427) 648 (93) 43 598 – 1 1 11 – – (1) (346) (336) (4) 259 (234) 25 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 198 Pearson plc Annual report and accounts 2013 Notes to the company financial statements 1. Accounting policies The financial statements on pages 195 to 203 comprise the separate financial statements of Pearson plc. As permitted by section 408 of the Companies Act 2006, only the consolidated income statement and statement of comprehensive income has been presented. The company has no employees. The accounting policies applied in the preparation of these company financial statements are the same as those set out in note 1 to the consolidated financial statements with the addition of the following: Investments Investments in subsidiaries are stated at cost less provision for impairment, with the exception of certain hedged investments that are held in a foreign currency and revalued at each balance sheet date. 2. Investments in subsidiaries All figures in £ millions At beginning of year Subscription for share capital in subsidiaries Disposals/liquidations Currency revaluations At end of year 3. Financial risk management 2013 2012 9,108 424 (985) (10) 8,537 9,056 110 – (58) 9,108 The company’s financial instruments comprise amounts due to/from subsidiary undertakings, cash and cash equivalents, derivative financial instruments and current and non-current borrowings. Derivative financial instruments are held at fair value, with all other financial instruments held at amortised cost. The company’s approach to the management of financial risks is consistent with the Group’s treasury policy, as discussed in note 19 to the consolidated financial statements. The company believes the value of its financial assets to be fully recoverable. The company designates certain of its qualifying derivative financial instruments as hedges of the fair value of its bonds (fair value hedges). Changes in the fair value of these derivative financial instruments are recorded in the income statement, together with any change in the fair value of the hedged liability attributable to the hedged risk. The carrying value of the company’s financial instruments is exposed to movements in interest rates and foreign currency exchange rates (primarily US dollars). The company estimates that a 1% increase in interest rates would result in a £47m decrease in the carrying value of its financial instruments, with a 1% decrease in interest rates resulting in a £50m increase in their carrying value. The company also estimates that a 10% strengthening in sterling would decrease the carrying value of its financial instruments by £126m, while a 10% decrease in the value of sterling would increase the carrying value by £129m. These increases and decreases in carrying value would be recorded through the income statement. Sensitivities are calculated using estimation techniques such as discounted cash flow and option valuation models. Where modelling an interest rate decrease of 1% led to negative interest rates, these points on the yield curve were adjusted to 0%. Section 5 Financial statements 199 3. Financial risk management continued The maturity of contracted cash flows on the company’s borrowings and all of its derivative financial instruments are as follows: All figures in £ millions Not later than one year Later than one year and not later than five years Later than five years Total Analysed as: Bonds Rate derivatives – inflows Rate derivatives – outflows Total All figures in £ millions Not later than one year Later than one year and not later than five years Later than five years Total Analysed as: Bonds Rate derivatives – inflows Rate derivatives – outflows Total USD (20) 287 (39) 228 219 (350) 359 228 USD (26) 105 155 234 232 (326) 328 234 GBP 233 (212) – 21 268 (248) 1 21 GBP 3 21 – 24 285 (264) 3 24 Other 16 – – 16 – – 16 16 Other 1 21 – 22 – – 22 22 2013 Total 229 75 (39) 265 487 (598) 376 265 2012 Total (22) 147 155 280 517 (590) 353 280 All cash flow projections shown above are on an undiscounted basis. Any cash flows based on a floating rate are calculated using interest rates as set at the date of the last rate reset. Where this is not possible, floating rates are based on interest rates prevailing at 31 December in the relevant year. All derivative amounts are shown gross, although the company net settles these amounts wherever possible. Any amounts drawn under revolving credit facilities and commercial paper are assumed to mature at the maturity date of the relevant facility, with interest calculated as payable in each calendar year up to and including the date of maturity of the facility. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 200 Pearson plc Annual report and accounts 2013 Notes to the company financial statements continued 4. Cash and cash equivalents (excluding overdrafts) All figures in £ millions Cash at bank and in hand Short-term bank deposits 2013 269 125 394 2012 1 642 643 Short-term bank deposits are invested with banks and earn interest at the prevailing short-term deposit rates. At the end of 2013 the currency split of cash and cash equivalents was US dollar 76% (2012: 63%) and sterling 24% (2012: 37%). Cash and cash equivalents have fair values that approximate to their carrying amounts due to their short-term nature. Cash and cash equivalents include the following for the purpose of the cash flow statement: All figures in £ millions Cash and cash equivalents Bank overdrafts 5. Financial liabilities – Borrowings All figures in £ millions Non-current 7.0% Sterling Bonds 2014 (nominal amount £250m) 4.625% US Dollar Notes 2018 (nominal amount $300m) Current Due within one year or on-demand: 7.0% Sterling Bonds 2014 (nominal amount £250m) Bank loans and overdrafts Total borrowings 2013 394 (512) (118) 2012 643 (618) 25 2013 2012 – 202 202 254 512 766 968 256 217 473 – 618 618 1,091 Included in non-current borrowings above is £nil of accrued interest (2012: £3m). Included in current borrowings above is £3m of accrued interest (2012: £nil). Section 5 Financial statements 201 5. Financial liabilities – Borrowings continued The maturity of the company’s non-current borrowings is as follows: All figures in £ millions Between one and two years Between two and five years Over five years 2013 – 202 – 202 2012 256 – 217 473 As at 31 December 2013 the exposure to interest rate changes of the borrowings and amounts due to subsidiaries when the borrowings re-price is as follows: All figures in £ millions Re-pricing profile of borrowings Amounts due to subsidiaries Effect of rate derivatives The carrying amounts and market values of borrowings are as follows: All figures in £ millions Bank loans and overdrafts 7.0% Sterling Bonds 2014 4.625% US dollar Notes 2018 Effective interest rate Carrying amount n/a 7.20% 4.69% 512 254 202 968 Less than one year One to five years More than five years 766 1,256 1,026 3,048 202 2,731 (422) 2,511 2013 Market value 512 262 195 969 – 822 (604) 218 Carrying amount 618 256 217 1,091 Total 968 4,809 – 5,777 2012 Market value 618 274 209 1,101 The market values are based on clean market prices at the year end or, where these are not available, on the quoted market prices of comparable debt issued by other companies. The effective interest rates above relate to the underlying debt instruments. The carrying amounts of the company’s borrowings are denominated in the following currencies: All figures in £ millions US dollar Sterling Euro 2013 202 762 4 968 2012 255 826 10 1,091 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 202 Pearson plc Annual report and accounts 2013 Notes to the company financial statements continued 6. Derivative financial instruments The company’s outstanding derivative financial instruments are as follows: All figures in £ millions Interest rate derivatives – in a fair value hedge relationship Interest rate derivatives – not in a hedge relationship Cross-currency derivatives Total Analysed as expiring: In less than one year Later than one year and not later than five years Later than five years Total Gross notional amounts Assets Liabilities Gross notional amounts Assets Liabilities 2013 2012 231 1,842 220 2,293 312 1,377 604 2,293 22 63 39 124 13 111 – 124 – 234 (48) – (48) 1,292 220 1,746 – 215 – (48) (48) 701 830 1,746 35 109 34 178 4 69 105 178 – – – – – – – – The carrying value of the above derivative financial instruments equals their fair value. Fair values are determined by using market data and the use of established estimation techniques such as discounted cash flow and option valuation models. 7. Provisions for other liabilities and charges Provisions in the year comprise liabilities assumed on the closure of the business of a group subsidiary. It is anticipated that the provision will be utilised in less than one year. 8. Share capital and share premium At 1 January 2012 Issue of ordinary shares – share option schemes At 31 December 2012 Issue of ordinary shares – share option schemes At 31 December 2013 Number of shares 000s 815,626 1,417 817,043 1,537 818,580 Ordinary shares £m 204 – 204 1 205 Share premium £m 2,544 11 2,555 13 2,568 The ordinary shares have a par value of 25p per share (2012: 25p per share). All issued shares are fully paid. All shares have the same rights. 9. Treasury shares At 1 January 2012 Purchase of treasury shares Contribution from subsidiaries Release of treasury shares At 31 December 2012 Purchase of treasury shares Release of treasury shares At 31 December 2013 Section 5 Financial statements 203 Number of shares 000s 14,665 – – (4,563) 10,102 4,111 (4,931) 9,282 £m 94 – (21) (46) 27 47 (52) 22 The company holds its own shares in trust to satisfy its obligations under its restricted share plans. These shares are treated as treasury shares for accounting purposes and have a par value of 25p per share. The nominal value of the company’s treasury shares amounts to £2.3m (2012: £2.5m). At 31 December 2013 the market value of the company’s treasury shares was £124.4m (2012: £120.0m). 10. Contingencies There are contingent liabilities that arise in the normal course of business in respect of indemnities, warranties and guarantees in relation to former subsidiaries and in respect of guarantees in relation to subsidiaries. In addition there are contingent liabilities in respect of legal claims. None of these claims are expected to result in a material gain or loss to the company. 11. Audit fees Statutory audit fees relating to the company were £35,000 (2012: £35,000). 12. Related party transactions Subsidiaries The company transacts and has outstanding balances with its subsidiaries. Amounts due from subsidiaries and amounts due to subsidiaries are disclosed on the face of the company balance sheet. These loans are generally unsecured and interest is calculated based on market rates. The company has interest payable to subsidiaries for the year of £144m (2012: £171m) and interest receivable from subsidiaries for the year of £59m (2012: £64m). Management fees payable to subsidiaries in respect of centrally provided services amounted to £55m (2012: £47m). Dividends received from subsidiaries were £1,363m (2012: £1,124m). Associates Amounts due from related parties, disclosed on the face of the company balance sheet, relate to loans to Penguin Random House, an associate of the Group. These loans are unsecured and interest is calculated based on market rates. Key management personnel Key management personnel are deemed to be the members of the board of directors of the company. It is this board which has responsibility for planning, directing and controlling the activities of the company. Key management personnel compensation is disclosed in the report on directors’ remuneration in the consolidated financial statements. There were no other material related party transactions. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 204 Pearson plc Annual report and accounts 2013 Principal subsidiaries The principal operating subsidiaries at 31 December 2013 are listed below. They operate mainly in the countries of incorporation or registration. The investments are in equity share capital and they are all 100% owned. Pearson Education Pearson Education Inc. Pearson Education Ltd NCS Pearson Inc. FT Group The Financial Times Ltd Country of incorporation or registration US England US England The company has taken advantage of the exemption under Section 410(2) of the Companies Act 2006 by providing information only in relation to subsidiary undertakings whose results or financial position, in the opinion of the directors, principally affected the financial statements. A complete list of subsidiary and associated undertakings will be included in the next Pearson plc annual return filed with the Registrar of Companies. Five-year summary All figures in £ millions Sales North American Education International Education Professional Education FT Group Continuing Discontinued Total sales Adjusted operating profit North American Education International Education Professional Education FT Group Penguin Random House Continuing Discontinued Total adjusted operating profit Section 5 Financial statements 205 2009 2010 2011 Restated 2012 Restated 2,470 1,035 275 3,780 288 4,068 1,556 5,624 403 141 43 587 19 – 606 252 858 2,640 1,234 333 4,207 325 4,532 1,427 5,959 469 171 51 691 41 – 732 206 938 2,584 1,424 382 4,390 338 4,728 1,134 5,862 493 194 66 753 53 – 806 132 938 2,658 1,568 390 4,616 343 4,959 1,153 6,112 536 214 37 787 22 – 809 123 932 2013 2,779 1,539 410 4,728 341 5,069 621 5,690 406 140 57 603 29 50 682 54 736 Operating margin – continuing 14.9% 16.2% 17.0% 16.3% 13.5% Adjusted earnings Total adjusted operating profit Net finance costs Income tax Non-controlling interest Adjusted earnings Weighted average number of shares (millions) Adjusted earnings per share 858 (97) (194) (44) 523 799.3 65.4p 938 (85) (215) (17) 621 801.2 77.5p 938 (55) (196) 1 688 800.2 86.0p 932 (65) (200) (3) 664 804.3 82.6p 736 (72) (97) (1) 566 807.8 70.1p 2011 and 2012 have been restated to reflect the adoption of IAS 19 revised. Prior periods have not been restated. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 206 Pearson plc Annual report and accounts 2013 Five-year summary continued All figures in £ millions Cash flow Operating cash flow Operating cash conversion Operating free cash flow Operating free cash flow per share Total free cash flow Total free cash flow per share Net assets Net debt Return on invested capital (gross basis) Total adjusted operating profit Cash tax paid Return Average invested capital Return on invested capital 2009 2010 2011 Restated 2012 Restated 913 106% 723 90.5p 723 90.5p 1,057 113% 904 112.8p 904 112.8p 983 105% 772 96.5p 772 96.5p 788 85% 657 81.7p 657 81.7p 2013 588 80% 324 40.1p 269 33.3p 4,636 5,605 5,962 5,710 5,706 1,092 430 499 918 1,379 858 (103) 755 8,504 8.9% 938 (85) 853 8,315 10.3% 938 (151) 787 8,731 9.0% 932 (65) 867 9,578 9.1% 736 (191) 545 10,130 5.4% Dividend per share 35.5p 38.7p 42.0p 45.0p 48.0p Corporate and operating measures Section 5 Financial statements 207 Pearson’s corporate and operating measures include the results of Mergermarket throughout 2013 as the business was wholly-owned during that period. Sales – underlying and constant exchange rate movement Sales movement excluding Penguin and excluding the impact of acquisitions and disposals and movements in exchange rates. All figures in £ millions Underlying increase Portfolio changes Exchange differences Total sales increase Underlying increase Constant exchange rate increase Adjusted income statement 2013 29 70 19 118 1% 2% Reconciliation of the consolidated income statement to the adjusted numbers presented as non-GAAP measures in the financial statements. All figures in £ millions Operating profit Net finance costs Profit before tax Income tax Profit for the year from continuing operations Profit for the year from discontinued operations Profit for the year Non-controlling interest Earnings Statutory income statement Discontinued operations Other net gains and losses Acquisition costs Intangible charges 2013 Other net finance income/ costs Tax amortisation benefit Adjusted income statement 458 (76) 382 (87) 295 244 539 (1) 538 54 – 54 (18) 36 (36) – – – 16 – 16 32 48 (209) (161) – (161) 12 – 12 (2) 10 – 10 – 10 196 – 196 (51) – 4 4 (1) – – – 30 736 (72) 664 (97) 145 3 30 567 2 147 – 147 (1) 2 – 2 – 30 – 30 – 567 (1) 566 O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 208 Pearson plc Annual report and accounts 2013 Corporate and operating measures continued Adjusted income statement continued All figures in £ millions Operating profit Net finance costs Profit before tax Income tax Profit for the year from continuing operations Profit for the year from discontinued operations Profit for the year Non-controlling interest Earnings Statutory income statement Discontinued operations Other net gains and losses Acquisition costs Intangible charges 2012 Other net finance income/ costs Tax amortisation benefit Adjusted income statement 487 (96) 391 (138) 253 61 314 (3) 311 123 – 123 (38) 123 – 123 – 85 123 (85) – – – 20 143 – 143 20 – 20 (5) 15 1 16 – 16 179 – 179 (54) 125 3 128 – 128 – 31 31 (1) 30 – 30 – 30 – – – 36 36 – 36 – 36 932 (65) 867 (200) 667 – 667 (3) 664 Adjusted operating profit – underlying and constant exchange rate movement Operating profit movement excluding the impact of acquisitions, disposals and movements in exchange rates. All figures in £ millions Underlying decrease Portfolio changes Exchange differences Total adjusted operating profit decrease Underlying decrease Constant exchange rate decrease 2013 (222) 30 (4) (196) (23)% (21)% The underlying and constant exchange rate decreases above primarily reflect the impact of restructuring charges booked during 2013. Excluding the impact of these restructuring charges, underlying and constant exchange rate operating profits have decreased 9% and 6% respectively. Section 5 Financial statements 209 Free cash flow per share Operating cash flow for continuing and discontinued operations before tax and finance charges, divided by the weighted average number of shares in issue. All figures in £ millions Adjusted operating profit Cash conversion Operating cash flow Operating tax paid Net operating finance costs paid Total operating free cash flow Non-operating tax paid Total free cash flow Weighted average number of shares in issue (millions) Operating free cash flow per share Total free cash flow per share Return on invested capital All figures in £ millions Total adjusted operating profit Operating tax paid Return Average goodwill and other intangibles Average net operating assets Average invested capital Return on invested capital 2013 736 80% 588 (191) (73) 324 (55) 269 807.8 40.1p 33.3p 2013 736 (191) 545 8,903 1,227 10,130 5.4% 2012 932 85% 788 (65) (66) 657 – 657 804.3 81.7p 81.7p Invested capital 2012 932 (65) 867 8,550 1,028 9,578 9.1% Return on invested capital is calculated as total adjusted operating profit less operating cash tax paid expressed as a percentage of average invested capital. Invested capital includes the original unamortised goodwill and intangibles. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 210 Pearson plc Annual report and accounts 2013 Shareholder information Pearson ordinary shares are listed on the London Stock Exchange and on the New York Stock Exchange in the form of American Depositary Receipts. Corporate website The investors’ section of our corporate website www.pearson.com/investors provides a wealth of information for shareholders. It is also possible to sign up to receive email alerts for reports and press releases relating to Pearson at www.pearson.com/investors/announcements/ email-alerts Shareholder information online Shareholder information can be found on our website www.pearson.com/investors/shareholder-information Our registrar, Equiniti also provides a range of shareholder information online. You can check your holding and find practical help on transferring shares or updating your details at www.shareview.co.uk. For more information, please contact our registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Telephone 0871 384 2233* or, for those shareholders with hearing difficulties, textphone number 0871 384 2255*. Information about the Pearson share price The company’s share price can be found on our website at www.pearson.com. It also appears in the financial columns of the national press. 2013 Dividends Payment date Amount per share Interim Final 13 September 2013 2 May 2014 16 pence 32 pence Payment of dividends to mandated accounts Should you elect to have your dividends paid through BACS, this can be done directly into a bank or building society account, with the tax voucher sent to the shareholder’s registered address. Equiniti can be contacted for information on 0871 384 2043*. Dividend reinvestment plan (DRIP) The DRIP gives shareholders the right to buy the company’s shares on the London stock market with their cash dividend. For further information, please contact Equiniti on 0871 384 2268*. Individual Savings Accounts (ISAs) Equiniti offers ISAs in Pearson shares. For more information, please go to www.shareview.co.uk/dealing or call customer services on 0845 300 0430*. Share dealing facilities Equiniti offers telephone and internet services for dealing in Pearson shares. For further information, please contact their telephone dealing helpline on 08456 037 037 (weekdays only) or, for online dealing, log on to www.shareview.co.uk/dealing. You will need your shareholder reference number as shown on your share certificate. A weekly postal dealing service is also available through Equiniti. Please telephone 0871 384 2248* for details or log on to www.shareview.co.uk to download a form. ShareGift Shareholders with small holdings of shares, whose value makes them uneconomic to sell, may wish to donate them to ShareGift, the share donation charity (registered charity number 1052686). Further information about ShareGift and the charities it has supported may be obtained from their website, www.ShareGift.org or by contacting them at ShareGift, PO Box 72253, London, SW1P 9LQ. American Depositary Receipts (ADRs) Pearson’s ADRs are listed on the New York Stock Exchange and traded under the symbol PSO. Each ADR represents one ordinary share. For enquiries regarding registered ADR holder accounts and dividends, please contact The Bank of New York Mellon, PO Box 43006, Providence, RI 02940-3006, telephone 1 (866) 259 2289 (toll free within the US) or 001 201 680 6825 (outside the US). Alternatively, you may email shrrelations@bnymellon.com, or log on to www.bnymellon.com/shareowner. Voting rights for registered ADR holders can be exercised through The Bank of New York Mellon, and for beneficial ADR holders (and/or nominee accounts) through your US brokerage institution. Pearson will file with the Securities and Exchange Commission a Form 20-F. *Calls to these numbers are charged at 8p per minute plus network extras. Lines open 8.30am to 5.30pm Monday to Friday. Section 5 Financial statements 211 ›(cid:3)Be aware of dividend payment dates and contact the registrar if you do not receive your dividend cheque or better still, make arrangements to have the dividend paid directly into your bank account. ›(cid:3)Consider holding your shares electronically in a CREST account via a nominee. 2014 Financial calendar Ex-dividend date Record date Last date for dividend reinvestment election Annual General Meeting Payment date for dividend and share purchase date for dividend reinvestment Interim results Payment date for interim dividend 2 April 4 April 9 April 25 April 2 May 25 July 12 September Share register fraud: protecting your investment Pearson does not contact its shareholders directly to provide recommendation advice and neither does it appoint third parties to do so. As required by law, our shareholder register is available for public inspection but we cannot control the use of information obtained by persons inspecting the register. Please treat any approaches purporting to originate from Pearson with caution. For more information, please log on to our website at www.pearson.com/investors/shareholder- information/managing-your-shares and www.pearson.com/shareholderfaqs Tips on protecting your shares ›(cid:3)Keep any documentation that contains your shareholder reference number in a safe place and shred any unwanted documentation. ›(cid:3)Inform our registrar, Equiniti promptly when you change address. O V E R V I E W O U R P E R F O R M A N C E R E S P O N S I B L E B U S I N E S S G O V E R N A N C E F I N A N C I A L S T A T E M E N T S 212 Pearson plc Annual report and accounts 2013 Principal offices Pearson plc 80 Strand, London WC2R 0RL, UK T +44 (0)20 7010 2000 F +44 (0)20 7010 6060 firstname.lastname@pearson.com Pearson Inc. 330 Hudson Street, New York City, NY 10013, USA T +1 212 390 7100 firstname.lastname@pearson.com www.pearson.com Pearson plc Registered number 53723 (England) By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including a number of factors outside Pearson’s control. Any forward- looking statements speak only as of the date they are made, and Pearson gives no undertaking to update forward-looking statements to reﬂect any changes in its expectations with regard thereto or any changes to events, conditions or circumstances on which any such statement is based. Reliance on this document Our Strategic report on pages 02 to 53 has been prepared in accordance with section 414 (‘Duty to prepare a strategic report’) of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013. It also incorporates much of the guidance set out in the Accounting Standards Board’s Reporting Statement on the Operating and Financial Review. The intention of this document is to provide information to shareholders and is not designed to be relied upon by any other party or for any other purpose. Forward-looking statements This document contains forward-looking statements which are made by the directors in good faith based on information available to them at the time of approval of this report. In particular, all statements that express forecasts, expectations and projections with respect to future matters, including trends in results of operations, margins, growth rates, overall market trends, the impact of interest or exchange rates, the availability of ﬁnancing, anticipated costs savings and synergies and the execution of Pearson’s strategy, are forward-looking statements. Design and Production: Radley Yeldar (London) www.ry.com Print: Pureprint Group Pearson has supported the planting of 400 square metres of new native woodland with the Woodland Trust, helping to remove 16 tonnes of carbon dioxide emissions generated by the production of this report. This report has been printed on Edixion Challenger Offset which is FSC® certiﬁed and made from 100% Elemental Chlorine Free (ECF) pulp. The mill and the printer are both certiﬁed to ISO 14001 environmental management system and registered to EMAS the eco management Audit Scheme. The report was printed using vegetable based inks by a CarbonNeutral® printer. Learn more at www.pearson.com Pearson plc 80 Strand London WC2R 0RL T +44 (0)20 7010 2000 F +44 (0)20 7010 6060

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