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Experian PLC — Annual Report 2014
Mar 31, 2014
5146_10-k_2014-03-31_eaa62dbb-165d-41ee-8444-ae72cf0e5ec5.pdf
Annual Report
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"The enthusiasm, creativity and sheer hard work of our people have enabled us to deliver another year of good growth. I am proud that, every day, our people achieve exceptional results for our clients and make a difference to the communities we live and work in around the world."
Don Robert Chief Executive Officer
FINANCIAL HIGHLIGHTS
1,306m 1,251m 1,175m
US\$m
EBIT US\$1.3bn
Full year dividend 37.50 USc
Benchmark PBT US\$1.2bn
76.8 USc
Basic EPS
66.2c
Revenue is for continuing activities only with 2013 restated for the movement of some small businesses in Latin America and EMEA/Asia Pacific to discontinuing activities. Continuing activities, Benchmark PBT and EBIT are defined in note 7 to the Group P118
OPERATIONAL HIGHLIGHTS
We have delivered another good year of growth for our shareholders, with 5% organic revenue growth, margin improvement of 30 basis points to 27.4% and 101% cash flow conversion.
We grew across all four of our regions, with organic revenue growth of 7% in Latin America, 7% in the UK and Ireland, 4% in North America and 2% in EMEA/Asia Pacific.
We grew across all four of our global business lines, with organic revenue growth of 10% in Decision Analytics, 5% in Credit Services, 5% in Consumer Services and 1% in Marketing Services.
We made significant strategic progress, as we concentrate our efforts in areas with the highest growth potential.
AT A GLANCE
THE ROLE WE PLAY We help people, businesses and 04
organisations connect in a trusted way.
OUR BUSINESS MODEL 06
Our data, analytics, software, platforms and experts are at the heart of our business.
OUR BUSINESS LINES 08
Our business is organised across four global business lines.
OUR STRATEGY 12
We seek to create value for our shareholders by focusing on our best opportunities.
OUR CORPORATE RESPONSIBILITIES 52
We want to use our capabilities to help communities realise their social and economic potential.
INTRODUCTION
Highlights
02 Chairman's statement
STRATEGIC REPORT
- 04 The role we play
- 06 Our business model
- 08 Our business lines
- 12 Our strategy
- 14 Our people
- 18 Key performance indicators
- 20 Protecting our business
- 28 Chief Executive's statement
- 34 North America
- 36 Latin America
- 38 UK and Ireland
- 40 EMEA/Asia Pacific
- 42 Financial review
- 52 Our corporate responsibilities
GOVERNANCE
- 60 Chairman's introduction
- 62 Board of directors
- 64 Corporate governance report
- 78 Report on directors' remuneration
- 96 Directors' report
FINANCIAL STATEMENTS
Group financial statements
- 100 Report of the auditors
- 105 Group income statement
- 106 Group statement of comprehensive income
- 107 Group balance sheet
- 108 Group statement of changes
in total equity
109 Group cash flow statement 110 Notes
Parent company financial statements
- 162 Report of the auditors
- 164 Profit and loss account
- 164 Balance sheet
- 165 Notes
SHAREHOLDER INFORMATION
170 Shareholder information
To help you get the most from this report, we have used this page reference symbol, Pxx , to indicate where additional information can be found.
Chairman's statement
This has been another successful year for Experian, as we have grown and as we have laid important foundations for future development and expansion.
I am pleased to report that this year saw further financial and strategic progress. Since demerger from GUS plc in 2006, Experian has delivered total returns more than two times the FTSE 100 average. We have again raised our full year dividend, by 8% to 37.50 US cents per share.
The last year for Experian was characterised by many firsts. From exciting progress in highgrowth areas and new customer segments, through to finding new ways to inspire our people and pioneer products and services with a social purpose at their heart, Experian's appetite to innovate and create new opportunities for growth is as strong as ever.
Sir John Peace Chairman
Experian has evolved and grown to become synonymous with the information age, and the strength and depth of the Group's global portfolio is a cornerstone of its success. From this strong position, I am pleased to report that the year's highpoints were numerous: from the UK and Ireland's strong performance, buoyed by Consumer Services' record year, to the launch of the first fraud database in Australia to combat this ever-present threat. The year was also notable for the global launch of our cross-channel marketing platform, helping clients to communicate with consumers in an even more personalised and seamless way, spanning traditional and digital channels.
Over the last decade, Experian has successfully diversified into a range of new customer segments, using the Group's core data and analytical capabilities to help clients improve their business decisions and their customers' experience. Stretching beyond Experian's financial services heartland, our products and services are now regarded as the industry standard across many highgrowth markets, such as US healthcare payments, automotive, public sector and telecommunications. These new customer segments now account for 69% of Group revenues, underlining the excellent strategic progress it has made in building substantial businesses in new sectors. P16 P60
Nowhere are the growth prospects more exciting than in US healthcare payments, a highly attractive marketplace Experian entered five years ago and one where our business is growing strongly. In a marketplace rich with opportunities, I was delighted by the Group's acquisition of Passport Health Communications in North America, marking another new chapter in Experian's history. This acquisition saw us cement our position as the clear leader in US healthcare payments and create an excellent platform for further growth.
Meanwhile, our passion for science and innovation remains stronger than ever and, over the course of the year, we set new standards in data and analytics. With 'Big Data' part of the business lexicon, Experian was one of the original pioneers in this field. Replicating successes in North America, we took the decision to invest in the development of new data laboratories in the UK and Ireland and Brazil to research and develop ground-breaking analytical capabilities, so our clients and consumers can make even more insightful decisions in a world where information is growing exponentially. Another major milestone during the year saw the Group introduce device identification, to further enhance its growing global portfolio of fraud and identity management capabilities through its acquisition of The 41st Parameter.
Engaging our people P14
Experian's continued success owes a great deal to the outstanding efforts of a very talented global workforce. Our culture encourages exceptional business performance, through the skills and energy of more than 16,000 people.
Our efforts to build this sense of pride and connection are embodied by our Heart of Experian initiative. After two years, I am delighted that its aim of making Experian one of the best places to work continues to go from strength to strength.
The year also saw us recognise and celebrate Experian's rich history, stretching back to the 1800s, with the publication of a history book which we shared with our people. One of the aspects that struck me most was the fertile scientific and innovative environment that Experian has always cultivated. Reflecting this, we launched a new annual award called the Si Ramo Award. Doctor Simon Ramo was one of Experian's forefathers, a physicist, engineer, business leader and visionary. The prize will be awarded annually to teams or an individual whose scientific skills pioneer new breakthroughs in data and analytics.
Strong and effective governance
I would first like to take this opportunity to thank Sir Alan Rudge, our Deputy Chairman and Senior Independent Director, who will retire at the conclusion of our annual general meeting in July, for his significant contribution and wise counsel to the Group over many years. I would also like to thank Chris Callero for his long and distinguished contribution to the Group, ultimately as its Chief Operating Officer, and wish him the very best for his well-deserved retirement.
A strong governance structure is one of the principal supports for premium growth, successful acquisitions, the continued expansion of our business and other Group initiatives. The Board remains focused on ensuring its effectiveness and the effectiveness of governance processes throughout the Group. It was therefore pleasing that the external Board evaluation this year highlighted the Board's strength and the value it brings to the Group.
The Board-level changes that we have announced over recent months, and the considered way in which the process was steered by Sir Alan, will strengthen what is already a very capable and experienced Board and I provide my perspective in detail in this report's Governance section.
Recognising our responsibilities P52
With growth comes an acute sense of the Group's social, economic and environmental responsibilities. We know that our role in society has never been more important and we have the power, through our people, data and analytics, to help communities achieve
their social and economic potential. This is precisely what we aim to do through the Group's social responsibility agenda.
Under our Heart of Experian banner, our social responsibility programme has gathered real momentum, and I am pleased to report that it was a year of major progress and many milestones.
We launched our first global social innovation programme, encouraging our regions to bid for funding to develop new products and services that have both an inherent social and commercial benefit. In this report you will read about many of the pioneering, sustainable products our seed-funding helped to kick-start. This programme has struck a chord with our people and their response has been overwhelming. They are keen to harness their unique skills and our data and analytics, to make a sustainable difference to people's lives.
In our local communities, we gave back more of our time than ever before to helping those most in need. Illustrating the Heart of Experian's values in action, our people volunteered nearly 6,000 more hours of their time during the working day last year.
Environmentally, we continued to reduce our impact, with a corresponding benefit to our business efficiency. Initiatives to cut our energy use and business travel and to divert more waste from landfill all contributed to an improved environmental performance. We also achieved our highest-ever result in the UK Carbon Disclosure Project survey, with our score increasing by 17 points to 82%.
Strongly positioned for the future
Experian is a remarkable story about a successful business built on innovation, global enterprise and, above all, the endeavours and hard work of some amazing people. The Group's vision that 'its people, data and technology become a necessary part of every major consumer economy' feels well within our grasp.
It has been my utmost privilege to serve as Experian's Chairman and to be part of this global success. I would like to thank everyone at Experian for their dedication and commitment and our shareholders for their strong support.
The Group will be under the stewardship of an exceptional Chairman in Don Robert, my successor, an outstanding Chief Executive Officer in Brian Cassin, and a highly experienced Board. I know that Don and Brian share a passion for the power of information, Experian and its people, and will serve Experian and its shareholders tremendously well. 2014 marks a new chapter in Experian's history and its future is as exciting as it has ever been.
The role we play
04 Strategic report • The role we play
We help people, businesses and organisations connect in a trusted way, enabling them and the economies in which they operate to flourish.
responsible fairer easier efficient
Data on current and previous credit commitments helps give an insight into whether people and businesses can handle their debt commitments, helping to facilitate responsible lending. This enables decisions to be made based on factual evidence, so organisations are able to treat people and businesses in a fairer manner and enabling more people to be able to access credit.
Readily available information makes it easier for people and businesses to prove their financial track record to organisations. People can access and understand their own information, enabling them to present themselves in the best light.
Decisions are more efficient, taking minutes instead of days and cutting the cost of extending credit, by reducing manual checks, administration and bad debts.
An information gap exists between people, businesses and organisations. This gap grows as people increasingly interact with the world, creating more and more data about themselves and how they behave.
As more data is created and captured, people are becoming increasingly aware of the importance of their own personal data, and businesses and organisations need help to extract value from all the data they are capturing.
We help to bridge that gap, creating an environment in which information, held securely and managed properly, when coupled with analytics, helps provide better insights and outcomes benefiting people, businesses, organisations and the wider economy.
Identity information helps to verify an individual's identity, so people and businesses can transact by phone or internet and it helps to protect against fraud and identity theft.
protect appropriate reassurance beneficial
Organisations can tailor communications and offers to make them more relevant and appropriate to the individual, reach people through the channels they prefer, and give them greater choice and a better customer experience.
High-quality data gives people the reassurance they can use the information to help them make the best decisions.
Understanding citizens' different needs helps the public sector to develop policy and allocate resources appropriately, which is beneficial for society as a whole.
Our business model
Our products and services help our clients and consumers to interact with each other, gain valuable insights and make informed decisions. Underpinning our business model is a set of powerful
Data
We hold and securely manage incredibly powerful, highquality data. Our data assets are very extensive and include many unique data sources, which can be exclusive to us. We continually invest in new data to further enhance the depth, breadth and quality of our data sets.
Analytics, software and platforms
Our innovative analytics and software process, define and interpret data, integrating multiple data sets, automating our clients' day-to-day decisions and producing insights they can use. Our platforms enable our clients to manage and tailor these complex activities, according to their specific needs. Developing our analytics and software in-house enables us to build products that extract the best insight from our data and our clients' data.
Within a strict data security and
Our competitive advantages
Our unmatched global reach enables us to attract, support and service local and global clients. It enables our people to share best practice and innovation across our regions and business lines. Our scale allows us to invest more in new products, building them
competitive advantages, which enable us to create value for our shareholders. Our strategy builds on and reinforces these advantages, so we can continue to create value for the long term.
interactions Experts
Experts
Our technical and industry experts work collaboratively with our clients. They combine data and analytical expertise with sector experience, to support and empower our clients to solve strategic problems and turn insights into valuable business decisions.
Client and customer interactions
Client and customer
This helps to facilitate better client and customer interactions, as organisations treat individuals fairly and responsibly and as individuals get to present themselves in the best light by accessing and understanding their personal information.
regulatory compliance framework
centrally to be deployed locally, reducing cost and allowing multinationals to standardise their operations with our products. We optimise our earnings through careful oversight of our operations, including focused allocation of resources and reinvestment in the business, thereby generating and preserving value for our shareholders.
Business lines: Credit Services
We hold and manage data about people and businesses, to help organisations manage the risks associated with extending credit and with preventing fraud.
Lenders and other subscribing members provide us with credit application and repayment history data on consumers and businesses, to which we add other information, such as public records. We aggregate, cleanse and sort this data, to form a credit report to depict a comprehensive view of how borrowers have managed their current and past credit obligations.
Credit reports help lenders make faster and better-informed credit decisions, set the credit terms for new accounts and manage existing customer and supplier relationships more positively and effectively. The reports vary by country, but typically include data on identity, transactions, past and present credit obligations, court judgments, bankruptcy, suspected fraudulent applications, collections and previous addresses. For businesses, the report also covers company registration and ownership.
The laws governing data hosting and access vary by country. To check the credit history of a person or business and to store data with us, a company must have a legitimate reason for doing so and must usually notify the applicant of its intention.
We do not make lending decisions or offer any comment or advice on particular applications. Instead, we provide factual information to lenders, to help them decide whether or not to lend. They often use our data alongside other information, such as that included in an application form.
We maintain a comprehensive security programme to protect data through its entire lifecycle, from collection, transformation and use, to storage and then destruction.
Clients
Our clients are principally organisations that extend or offer credit. Our diverse client base includes financial institutions, retailers, insurance companies, telecommunications companies, US healthcare providers, and the public sector.
Competitive environment
We face competition in every market in which we operate. Our largest competitors are Equifax, TransUnion and Dun & Bradstreet. We hold the number one or number two position in most of the markets in which we operate.
Financial characteristics
We sell credit reports on a transactional basis, priced per report delivered. Pricing typically varies according to the volume of reports we deliver and revenue recurs as our clients habitually buy from us.
Business lines: Decision Analytics
Our analytics help to release the value of data, by providing insights to help clients solve problems and make valuable business decisions.
Our integrated approach involves taking our own data, and data from our clients and third parties, and applying analytical models and software to transform raw data into meaningful information and insights. We take a consultative approach and work collaboratively with our clients, to help them identify issues and focus on solutions that add value to their business and increase their return on investment.
Our platforms help our clients to carry out complex activities such as compiling, standardising and retrieving data, managing the decision-making process and managing workflows.
We develop scores, models and software, and create both bespoke and industry solutions, as we find elements of a problem are common across clients.
Our solutions help our clients to improve their business operations and customer interactions. They enable clients to:
- balance speed and competitiveness with the need for careful risk assessment, when considering an application for credit;
- automate huge volumes of day-to-day decisions, helping clients to make the right decision for each customer, in a timely, consistent and cost-efficient manner;
- establish an accurate picture of a customer's ability and propensity to pay and, therefore, help our clients understand the best way to help their customers meet their obligations;
- verify that people are who they say they are and validate that the information they provide is correct, to help establish a person's identity and prevent fraud; and
- detect, monitor and assess the risk of fraud at every stage of the customer relationship.
We employ over 400 analysts and statisticians globally to create bespoke
and industry solutions for our clients.
Revenue by region
Country coverage
Our analytics work in any country allowing us to service clients all over the world. We work most effectively in the countries where we operate credit bureaux.
Clients
We serve hundreds of thousands of clients globally. They vary in size from small to multinational, and come from a wide range of industries.
Competitive environment
We are a market-leading provider in all our major regions. Core global competitors include Fair Isaac and SAS. Competition in individual markets comes from niche specialists and regional providers.
Financial characteristics
We sell credit scores and fraud checks on a transactional, volume-tiered basis. Revenue from software and systems consists partly of implementation fees and partly of contractually recurring licence fees.
Business lines: Marketing Services
We provide data, data quality, analytics and cross-channel campaign management, to help our clients better interact with people and increase their customer revenue and loyalty.
We help clients to develop effective marketing campaigns, to identify their best customers, understand their motivations and behaviours, and find new, similar customers they can market to. We do this by helping marketers to profile, group and interact with people across different channels, with an approach that centres on a person's preferences.
We use our strength in data management to create customer profiles. These include data from many sources, including market surveys, internet service providers and magazine subscriptions, as well as a client's proprietary data. These profiles help marketers to understand people better, by establishing their circumstances, preferences and behaviours in the offline and digital worlds.
High-quality, accurate data is very important to our clients, as it underpins their ability to connect with customers. We provide our clients with linkage and identity resolution, data verification and data management, to help make sure their data is accurate and up-to-date.
Once our clients understand their customers, they can engage with them. We help our clients to execute their marketing campaigns, develop their messaging, interact with customers across the customer's preferred channels, and measure the success of their campaigns. Marketing channels include direct mail, email, addressable television, social media, internet display and mobile devices.
By taking this focused, data-led, customer-centred approach, our clients benefit from increased return on investment and greater customer engagement.
Clients
Our clients include financial services, retail, telecommunications, media, automotive and public sector organisations.
Competitive environment
Although rapidly evolving, the competitive environment remains fragmented. Traditional providers such as Acxiom and Epsilon are reinventing their business models and new competitors such as Adobe, IBM, Salesforce.com, Oracle and Teradata are emerging.
Financial characteristics
We derive revenue in a variety of ways, including transactional volumetiered charges, data licences and subscription fees.
We provide Marketing Services in 30 countries, with a presence in some of the world's largest economies, including Australia, Brazil, China, France, Germany, Japan, the UK and the US.
Business lines: Consumer Services
We provide millions of people with secure, online access to their credit history and score, empowering them to manage and improve their financial status, and helping them to protect themselves against fraud and identity theft.
A person's credit report contains their complete credit repayment history and is the basis for their credit score. This score measures the likelihood that they will repay what they owe and is used by lenders to assess risk, before they lend. The credit report data comes from our Credit Services business line, so a person can see what lenders see about them. Using our interactive tools, they can then routinely monitor their credit and identify ways to improve their credit score. People may also use their credit status for a one-off event, such as negotiating the best deal for a large credit-dependent purchase, like a car.
Our identity protection services provide people with identity theft detection, protection and fraud resolution. We monitor the information in a person's credit report and let them know about changes that might be identity fraud. In the event of fraud, we give people access to a dedicated fraud resolution service, together with insurance against financial loss. We also help parents to monitor their children's online activity, with our SafetyWeb.com services. Our DataPatrol product provides real-time web and social network monitoring, to help prevent identity fraud before it happens.
Country coverage
We currently offer credit reports and scores in the US through Experian.com, CreditReport.com and freecreditscore.com, and through CreditExpert.co.uk in the UK. We also offer identity protection services in the US and the UK, through ProtectMyID.com and ProtectMyID. co.uk respectively. This year in the US we are giving greater prominence to the Experian brand, underscoring the trust consumers have in it. We are also launching Consumer Services in other countries, such as Brazil.
Clients
About half of our customers are direct subscribers, with the other half subscribing to us through affinity partners. Affinity partners are organisations with large membership or customer bases, such as retail banks, financial institutions, insurance companies and member associations, who repackage our products and market them under their own brands. Institutions are increasingly offering these services in response to customer demand.
Competitive environment
We are the clear market leader in both the US and UK. In the US, competition is provided by Equifax, TransUnion, Fair Isaac, Credit Karma and other smaller specialists, but we are more than four times the size of any of these competitors. In the UK, competition is provided by CallCredit and Equifax.
Financial characteristics
We provide consumer credit reports, scores and identity protection to consumers for a regular monthly subscription fee. Depending on the size and nature of the contract, affinity contracts may be on a revenue or profit share basis. Typically, affinity contracts are multi-year agreements.
Our strategy
Over the past seven years as a publicly listed company, we have grown into a successful, global organisation that helps consumers and clients make better decisions.
- We typically aim for our investments to generate a post-tax double-digit rate of return within a three- to five-year period. 2. See Key performance indicators section. P18
Please see the Chief Executive's statement for how we have executed our strategy this year. P28
Our vision is for our people, data and technology to become a necessary part of every major consumer economy.
-
For further information see Our people section. P14
-
These are discussed in depth in the Protecting our business section. P20
Our people
Our global people strategy aims to deliver premium growth by creating a great place for our people to work.
Of our global employee base, 45% are female and 55% male.
More than 450 Ambassadors work with local management worldwide to make the Heart of Experian real in every office.
86% of Experian employees believe that the Heart of Experian makes a difference to our business and our people.
To achieve this outcome, our people strategy focuses on two key areas: culture and engagement, and talent. We are now two years into our Heart of Experian initiative, which aims to transform Experian into one of the world's best places to work. Our talent strategy drives the attraction, growth and retention of a deep pool of talented employees, who reflect our global reach and our belief in the value of diversity.
Culture and engagement – building a sense of pride and connection
In 2012, we launched the Heart of Experian as a way to express the ties that bind our organisation together, wherever we are and whatever we do. Our Core DNA – Connect, Protect, Create – reflects what we do and the way we work:
- Connect bringing our people together to make a difference for our clients and communities.
- Protect how our people take care of sensitive personal and commercial information.
- Create how everyone's ideas matter, in creating smart and insightful ways to help consumers and organisations.
In the Heart of Experian's second year, we have focused on bringing it to life for our people, every day. With that in mind, we have shifted the initiative from being globally led to regionally led, so we can tailor activities to local needs. More than 450 Ambassadors around the world support this shift, by working with local management to try to make the Heart of Experian real in every office.
We are convinced that the Heart of Experian will deliver long-term benefits for our business performance and for clients and consumers. Our 2013 global people survey showed a marked improvement in 21 of the 23 items most closely related
to the Heart of Experian. In the same survey, 86% responded positively when asked: 'What difference is the Heart of Experian making for our business and our people?'. We know there is still work to do and we remain committed to the Heart of Experian for the long term.
Employee engagement – listening to our people
We carry out our global people survey approximately every 18 months. It provides valuable insights into employees' views and their engagement with the business. We conducted our last survey in May 2013 and achieved our highest ever response, with 89% participation. This considerably exceeds the external 'high-performing' norm and ensures the results fully reflect our employees' views. One reason for the high participation rate is that our people know we will act on areas identified for improvement. 66% agree, which outstrips the global high-performing companies norm1 of 57% by some margin.
The 2013 results continue the overall positive trend established since our first survey in 2007. 53% of items showed significant improvement since November 2011 and our scores improved or stayed the same in 14 out of 15 categories. However, our engagement score declined by 1% to 74%, compared to 2011. In part we ascribe this to raised expectations, resulting from the high profile of the Heart of Experian. We have put robust plans in place at global, regional and local levels, to address this feedback.
We intend to run our sixth global people survey in December 2014. Our focus will continue to be on closing the gap between Experian's scores and those of global highperforming organisations. On average, we are currently 5 percentage points behind those best-performing companies.
- This refers to the Towers Watson Global High Performing Companies norm. The norm is formed by approximately 30 top-performing companies who meet a range of demanding measures, including financial performance and employee engagement scores. This norm is the aspirational benchmark against which we measure our performance in the Experian global people survey.
Labour 54% IT 8% Data 13% Global cost profile Marketing 12% Other 11%
Central Activities 2%
Experian employs people in
- North America: 6,400
- Latin America: 3,000 UK and Ireland: 3,800 EMEA/Asia Pacific: 3,100
Diversity profile of the senior leadership team
| September 2008 | September 2009 | September 2010 | September 2011 | September 2012 | September 2013 | |
|---|---|---|---|---|---|---|
| Total number of senior leaders | 87 | 87 | 90 | 85 | 89 | 92 |
| Gender: female senior leaders (%) | 11 (13%) | 14 (16%) | 16 (18%) | 16 (19%) | 17 (20%) | 20 (22%) |
| Ethnic origins (% non-white) | 6 (7%) | 4 (5%) | 6 (7%) | 8 (9%) | 8 (9%) | 9 (10%) |
Talent – strengthening and diversifying our talent pool
Our talent strategy focuses on releasing the talent of every employee to deliver our performance goals. Performance for Growth and our diversity and inclusion agenda are just two of the many ways in which we aim to achieve this for all our people. We also continue to invest in targeted leadership development, as part of strengthening our leadership pipeline.
Performance for Growth
In 2013, we launched Performance for Growth, a globally consistent performance management process. At the same time, we introduced the People Standard and the Leadership Standard. These clearly lay out the capabilities and behaviours we expect from our employees and leaders. Our assessment of performance now has a more equal balance between what we do (our objectives) and how we do it (our behaviours). Performance for Growth has also increased the emphasis on career and development conversations. Feedback to date has been very positive and we will continue to embed this approach.
Increasing our emphasis on diversity and inclusion
We need to access the broadest possible talent pool, so we can drive innovation and meet the needs of our increasingly diverse clients and consumers around the world.
We also want that diversity to flow through to our senior leadership team, so it better reflects our client, consumer and employee bases. The table above shows the current picture and the progress we are making. Details of our Board diversity can be found in the Corporate governance report, later in this annual report.
Of our global employee base, 45% are female and 55% male. Around 29% are classified as white and 12% as non-white. The remaining 59% are not classified, either because local legislation did not allow us to request this data or because employees chose not to disclose it.
The Heart of Experian offers us an unrivalled opportunity to build a more inclusive culture, with its emphasis on developing a sense of belonging and giving all employees the chance to flourish. In addition, we have significantly increased our diversity and inclusion ('D&I') efforts in the past year, seeking to raise the bar everywhere and ensure we are in a stronger position, locally and globally. We have developed a global D&I framework, which each region and global business line has used to create a D&I action plan. We review progress against these plans twice a year. This takes place at our global talent review and is aligned with our annual planning process. We are also working to broaden our definition and understanding of diversity, to make us more inclusive and ensure we create an environment in which everyone can succeed, irrespective of their gender, ethnicity, thinking style, experience, age, physical ability and economic background.
Our people continued
Global leadership programmes
Building a strong talent and leadership pipeline is a significant part of our talent agenda. We have a suite of wellestablished global talent programmes, to accelerate our top talent's development:
Experian Business Network ('EBN')
We launched this development forum for high-potential and diverse emerging talent in October 2008. In 2014, we rolled out EBN in Asia Pacific, making this impactful programme available in all our regions. More than 450 employees have been or are currently part of the EBN. Approximately 19% of participants have gained a promotion during or since participating, which is ahead of the average for Experian. Of these promotions, 42% have been for women.
CEO Forum
This development forum exposes senior talent to the CEO and other senior executives. We select members from the leadership succession talent pool and actively encourage diversity. Since its creation in 2008, 30% of the 90 participants have received a notable promotion, of whom 22% were women.
Executive Success
After a successful pilot in 2012, the second cohort has now completed this programme. It targets our highestpotential leaders, who have participated in the CEO Forum and been identified as people we want to develop further. The programme accelerates leadership development for our top global talent, to help them prepare for future roles in the most senior levels of management. Of participants to date, 20% have been promoted during or since the programme, of whom 29% were women.
In addition to these global programmes, we have a range of blended learning opportunities at a regional level, to support both technical and leadership development.
Talent and succession planning
To ensure we have the future capability we need, we have begun a global process of strategic workforce planning. This will identify and address the critical gaps between our current resources and the resources we will need to achieve our strategic goals. This integrated and continuous process will determine our future talent requirements, in terms of both skill set and location. It will then inform the need for talent acquisition and development programmes.
Succession planning is also integral to our talent strategy, ensuring we have the leadership resources to achieve our strategic objectives. The executive leadership and the Board's Nomination
and Corporate Governance Committee regularly review our plans for senior leadership succession. P71
The most recent review highlighted that:
- 96% of senior leadership roles have successors ready to provide emergency cover (2013: 93%) and 55% have one or more candidates to be permanent successors in the short term (2013: 52%). Our focus is on developing the strength and depth of this talent pipeline. We continue to cascade the talent review process to increasingly junior levels of emerging talent, to help identify our talent pipeline for the future. We then support their development in a more targeted way, to ensure their future readiness.
- 13% of the senior leadership team are occupying developmental roles outside their home country (2013: 10%). This talent mobility remains a key focus, as building global capability is crucial to our sustained success. We are also seeing an increasing number of global moves at more junior levels, supported in part by our new internal Experian Careers website.
Si Ramo Prize 2014
As part of building a culture of engagement and innovation, we launched the Si Ramo Prize in 2014. Doctor Simon 'Si' Ramo is an American physicist, engineer and business leader. He is also one of Experian's forefathers, thanks to his role in creating the part of TRW that became Experian.
The prize will be awarded annually to an individual or small team that applies superior scientific skill to further Experian's commercial success in data and analytics.
To be considered for the prize, the nominees must exemplify Si Ramo's behaviours and characteristics, namely having:
- vision for the future;
- creativity and innovation to develop new technologies and approaches;
- resilience to fight through challenges;
- teamwork complementing the Group's individual strengths; and
the idea/development must have significant commercial potential.
Telecommunications
You've been in back-to-back meetings all day since 8am, and on your commute home you dropped your smartphone and cracked its screen…
It's been a long day. After dinner, you notice a TV ad with a good deal on new smartphones. You reach for your tablet and go online to connect with your friends and ask which phone brands they like. A banner ad from your current provider reminding you it's probably time to upgrade your old phone takes you to its website, where you browse the latest models.
The next day, you head to your provider's store and pick out a new phone. The sales assistant couldn't be more helpful and once you have identified yourself with some basic details, they know which mobile bundle to offer you so you spend less time on selection.
He offers you a buy-back discount on your current phone, takes a few more details, including your full name and post code, which you verify with your driver's licence, and then suggests, based on your financial situation, that you spread your payments for the new phone over 12 months. You're in and out within 30 minutes.
A couple of days later you receive a thankyou email for upgrading, along with a 50% discount on broadband and accessories that perfectly pair with your new phone. That's a good offer. What a useful, easy-to-deal-with company.
How Experian helps
We help companies to engage with you at your convenience and through your preferred channel, making it easier for you to find goods and services you're most likely to be interested in. Our highquality data and analytics save you time by pre-qualifying you for the most appropriate offer and by accurately filling in your address details, and our robust verification checks at the point of sale help to prevent someone else from taking out credit in your name.
Key performance indicators
We use our key performance indicators to measure our business. They give us visibility of our financial, strategic, employee engagement and environmental performance. Three of the financial metrics are specifically linked to management remuneration.
FINANCIAL
Aim: To deliver mid-to-high single digit organic revenue growth
Organic revenue growth
Organic revenue increased by 5% this year, with growth coming from all regions and business lines.
See note 7 to the Group financial statements for definition of organic revenue growth. P118
Aim: To maintain or improve EBIT margin
EBIT (US\$m) and EBIT margin (%)
This year total EBIT increased by 4% to US\$1,306m, EBIT from continuing activities increased 7% at constant exchange rates. We improved our EBIT margin from continuing activities 30 basis points to 27.4%.
The directors' remuneration measure of PBT derives from EBIT. P87
See note 7 to the Group financial statements for definition of EBIT. P118
Aim: To convert at least 90% of EBIT into operating cash flow
Operating cash flow (US\$m) and cash flow conversion (%)
The nature of our business model means that we generate strong operating cash flow as a proportion of EBIT. This year we converted 101% of EBIT into operating cash flow, which itself increased 12% to US\$1,321m.
Cumulative operating cash flow is a directors' remuneration measure. P87
See note 7 to the Group financial statements for definition of operating cash flow and cash flow conversion. P118
For additional information on cash flow see the Group cash flow statement. P109
Aim: To generate and preserve value for our shareholders
Return on capital employed ('ROCE')
ROCE measures the return generated on the capital we have invested in the business and reflects our ability to add shareholder value over the long term. We have updated our ROCE measure in the year to reflect a more commonly used definition of return. This year ROCE has not increased, primarily reflecting recent acquisitions where return rates are typically lower in the early years of ownership.
ROCE is a directors' remuneration measure. P87
We now define ROCE as EBIT less tax at the Benchmark rate divided by a 3 point average of capital employed over the period, adjusted for non-controlling interests. All comparatives have been updated on a consistent basis. Under the old methodology we'd have reported a ROCE of 15% (2013 15%, 2012 to 2010 14%).
See note 7 to the Group financial statements for definition of capital employed. P118
Revenue by customer segment
Financial services 31% Direct-to-consumer 22% Retail 10% Telecoms and utilities 5%
Automotive 5%
- Insurance 4%
- Media and technology 3% Healthcare payments 3%
- Public sector
Aim: To sustain a positive and inspiring workplace
- and education 2%
- Other 15%
STRATEGIC
Aim: To extend our presence into new customer segments
Percentage of revenue from customer segments other than financial services
64% 66 % 68% 69% 69% 10 14
While we continue to grow in financial services, increasing demand for our data and analytical insights from clients in different industries means that this year we generated 69% of revenue from nonfinancial clients.
2013 restated for the movement of some small businesses in Latin America and EMEA/Asia Pacific to discontinuing activities.
Aim: To expand geographically
Percentage of revenue from Latin America, EMEA and Asia Pacific
27% 32% 35% 32% 30% 10 14
Geographic expansion outside of our traditional markets continues to be an area of focus for us. This year revenue from Latin America, EMEA and Asia Pacific decreased to 30% of Group revenue, mainly due to acquisitions in North America and the impact of foreign exchange translation on revenue from Latin America.
2013 restated for the movement of some small businesses in Latin America and EMEA/Asia Pacific to discontinuing activities.
75% 84% 74% 84% 11 12 14
Employee engagement
PEOPLE
Experian Group employee engagement Towers Watson Global High Performing Companies Norm1 72% 84%
We use an all-employee global people survey every 18 months to measure employee engagement and gather feedback on how we can create a better workplace. We analyse this in depth and develop action plans to deliver sustainable improvements. Our most recent survey showed that employee engagement fell by one percentage point to ten percentage points below the benchmark¹.
- The Towers Watson Global High Performing Companies Norm is based on over 500,000 employees' survey results from a cross-section of 28 companies. Companies qualifying for this norm meet two criteria: superior financial performance and superior human resources practices. This year for the first time we also measured 'sustainable engagement', a new category of engagement that expands on the current metric: on this new basis Experian had 75% engagement against a Towers Watson Global High Performing Companies Norm of 82%. However we do not have any comparable data to report against this.
Please refer to the Our people section for further information. P14
ENVIRONMENT
Aim: To minimise as far as possible our impact on the environment
Our most significant environmental impact is from energy use at our offices and data centres, and from employee travel. We calculate our carbon emissions from these sources and our target is to reduce CO2 e emissions per US\$1,000 of revenue by 5%² by 2016. This year our CO2 e per US\$1,000 of revenue decreased by 1.3% to 14.6 kilograms. This was mainly due to energy efficiency initiatives such as cooling projects and server virtualisations in our main data centres.
See the full corporate responsibility report for details, calculation methods and further information on how Experian is minimising its environmental impact at www.experianplc.com/crreport. Where emission factors have changed, we have applied the most recent factors retrospectively. P52
- CO2 equivalent. 2. Against a 2013 base.
Protecting our business
Risk management is an essential element of how we run our business, to help achieve long-term shareholder value and protect our business, people, assets, capital and reputation.
Experian is an innovation-driven, global business. Risk management is central to how we operate, enabling us to create value and deliver substantial returns to shareholders. It operates at all levels throughout our organisation, across regions, business lines and operational support functions. Our approach to risk management encourages clear decisionmaking about which risks we take and how we manage them, based on an understanding of their potential strategic, commercial, financial, compliance, legal and reputational implications. Our risk management framework provides a structured and consistent process for identifying, assessing, responding to and reporting risks.
It enables management to demonstrate a responsible and proactive embedded approach to risk management. In doing so, the Board's main functions are supported by identifying and managing risk, in line with our strategic objectives, risk appetite, corporate responsibility strategy and the long-term drivers of our business.
PRINCIPAL FEATURES OF THE RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
PRINCIPAL FEATURES OF THE RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
Additional financial reporting internal controls
We have detailed policies and procedures to ensure the accuracy and reliability of our financial reporting and the preparation of consolidated financial statements. This includes our comprehensive Group Accounting Manual ('GAM'), which contains the detailed requirements of International Financial Reporting Standards ('IFRS'). The Group's finance team owns the GAM and we have rolled it out across the Group, obliging all Experian companies to follow its requirements. The GAM's aims are to: provide guidance on accounting issues; enable consistent and well-defined information for IFRS reporting; provide uniform quantitative and qualitative measures of Group performance; and increase the efficiency of the Group's reporting process.
Protecting our business continued
Long-term performance risks
Throughout the year, we have critically reviewed and evaluated the risks Experian faces. This section outlines our assessment of the most significant risks and uncertainties that could affect our long-term performance. These risks are not set out in any order or priority. The list is not exhaustive and it is likely to change during the course of the year, as some risks assume greater importance and others become less significant.
PRINCIPAL RISKS
REGULATORY COMPLIANCE
We must comply with international, federal, regional, provincial, state and other jurisdictional regulations and best practice, including but not limited to privacy, consumer data protection, health and safety, tax, labour, environmental, anti-corruption and information security laws.
Performance indicator EBIT and general
litigation trends Strategic alignment • Product innovation • Geographic expansion
Description of risk
• We might fail to comply with international, federal, regional, provincial, state or other jurisdictional regulations, due to their complexity, frequent changes or inconsistent application and interpretation.
Potential impact
- We may face increased costs to comply with these regulations.
- If we fail to comply, we may have to pay fines or face restrictions on our ability to carry on or expand our operations.
How we manage this risk
• Our Global Compliance team has region-specific regulatory expertise and works with our businesses to identify and adopt compliance strategies.
Change from 2013
Increasing risk
2014 update
To the best of our knowledge, we comply with data protection requirements in every jurisdiction we operate in.
The UK Financial Conduct Authority ('FCA') has been formed with rule-making, investigative and enforcement powers over some activities of our Credit Services businesses. Both the US Consumer Financial Protection Bureau and FCA have similar objectives, tied to protecting consumers' interests. It remains uncertain how these bodies may affect our Credit and Consumer Services business processes and business models in the future.
DATA OWNERSHIP AND ACCESS
Our products and services rely extensively upon data collected from public and private sources. The act of collecting and analysing large quantities of this data generates more data, which augments our products and services.
Performance indicator Description of risk
EBIT
Strategic alignment • Product innovation
• Consumer privacy concerns could lead to changes or restrictions in how consumer information is collected, aggregated, analysed and used for
marketing, risk management and fraud detection. • Our data providers could withdraw or be unable to provide their data to us.
Potential impact
• Our ability to provide products and services to our clients could be affected, leading to a materially adverse effect on our business, reputation and operating results.
How we manage this risk
- We monitor legislative bills and educate lawmakers, regulators, consumer and privacy advocates, industry trade groups and other stakeholders in the public policy debate.
- We use standardised selection, negotiation and contracting of provider agreements, to address delivery assurance, reliability and protections relating to critical service provider relationships.
- Our legal contracts define the type and use of data and services.
- We analyse data to make sure we receive data of the best value and highest quality.
Change from 2013
Stable
2014 update
Momentum towards positive data, which provides visibility into on-time payment history, continues in some countries, although the benefits of positive data laws sometimes take longer to come into effect. For example, Brazilian banks are being cautious about how credit bureaux acquire data-sharing permissions from consumers, resulting in a protracted timeline for adopting positive data. Separately, we continue to enter into long-term contracts with data providers, as well as securing access to data sources through acquisitions.
PRODUCT, SERVICE OR TECHNOLOGY OBSOLESCENCE
The markets for our products and services are characterised by technological changes, frequent introduction of new services and evolving industry standards.
| Performance indicator | |
|---|---|
| ----------------------- | -- |
EBIT and ROCE
- Strategic alignment
- Product innovation
- Further information
- Our strategy section
Description of risk
• Advances in technology may result in rapidly changing consumer preferences for products, services and delivery formats.
Potential impact
• We might be unable to support changes in the way our businesses and clients use and purchase information, affecting our operating results.
How we manage this risk
- We carry out detailed competitive and market analyses.
- We use rigorous processes to identify and select our investments in products and services, so we can effectively introduce new products and services to the market.
Change from 2013
Stable
2014 update
We continue to invest heavily in new data sources and analytical products, together with the platforms that support their worldwide delivery. We aim for over 10% of our revenues to come from products developed during the past five years. In addition, 21% of our global costs are in information technology and data.
INTERRUPTIONS IN BUSINESS PROCESSES OR SYSTEMS
Our ability to provide reliable services largely depends on the efficient and uninterrupted operation of our computer network systems and data and call centres, as well as maintaining sufficient staffing levels.
| EBIT • Our systems, personnel and operations could be exposed Stable to damage, interruption and pandemic outbreaks. Strategic alignment 2014 update Potential impact • Geographic expansion While we experienced limited disruptions • Any significant failure or interruption could have a during the financial year, isolated events materially adverse effect on our business, financial including weather and power disruptions performance and financial condition. provided real-time validation of our plans and processes. We continue to How we manage this risk perform periodic exercises to ensure our • We maintain sufficient operational capacity to documented procedures are accurate and rapidly cover a loss of personnel or system failure. suitable for each specific environment. • We ensure strict standards, procedures and training programmes for physical security. • We have comprehensive business continuity plans and incident management programmes. • We fully duplicate all information in our databases and run back-up data centres. • We employ third-party vendor continuity standards, procedures, training and support arrangements. |
Performance indicator | Description of risk | Change from 2013 |
|---|---|---|---|
DEPENDENCE ON RECRUITMENT AND RETENTION OF HIGHLY SKILLED PERSONNEL Demand is high for individuals with appropriate knowledge and experience in the information technology and business services market.
Performance indicator
Strategic alignment • Product innovation • New customer segments • Geographic expansion Further information • Our people section • Our corporate responsibilities
P14 P52
Employee engagement
Description of risk
- We may be unable to attract, motivate or retain key talent, or to hire and retain personnel at reasonable compensation levels.
- Our competitors may offer more attractive employment terms and seek to hire our high-talent personnel.
Potential impact
• Not having the right people could materially affect our ability to service our clients and grow our business.
How we manage this risk
- We have ongoing recruitment, personal and career development, and talent identification and development programmes.
- We carry out our global people survey approximately every 18 months and act on feedback received.
- We offer competitive compensation and benefits and review them regularly.
Change from 2013
Stable
2014 update
The results of our 2013 global people survey show an overall positive trend, with our scores improving or staying the same in 14 out of 15 categories. However, our engagement score declined by 1% to 74%, compared to 2011. In part, we ascribe this to raised expectations resulting from the high profile of the Heart of Experian programme.
Protecting our business continued
LOSS OR INAPPROPRIATE USE OF DATA
Experian owns and processes a large amount of highly sensitive and confidential consumer information.
| Performance indicator | Description of risk | Change from 2013 |
|---|---|---|
| EBIT, employee | • We may face cyber-attacks on us, our partners or | Increasing risk |
| engagement and general | third-party contractors, suffer other breaches of | 2014 update |
| litigation trends | security, or lost, misappropriated or misused data. | The persistent threat of cyber-attacks in |
| Strategic alignment | Potential impact | both the public and private sectors means |
| • Product innovation | • Losing or misusing data could result in material loss | that organisations will have to continuously |
| • New customer segments | of business, substantial legal liability or significant | adapt and strategically invest, to protect |
| • Geographic expansion | harm to our reputation. | their data and systems from increasingly |
| Further information | How we manage this risk | complex threats. We continue to invest in |
| • Our business lines section |
• We have robust physical security, technical controls and contractual precautions. |
IT security and execute a sound security strategy that allows for layered protections across our technology infrastructure. |
P08
section
EXPOSURE TO LEGISLATION OR REGULATORY REFORMS ADDRESSING CONSUMER PRIVACY
Legislative and judicial systems in the countries we operate in are responding to public concerns over consumer privacy.
| Performance indicator | Description of risk | Change from 2013 |
|---|---|---|
| EBIT and ROCE | • New laws, regulations or enforcement practices | Increasing risk |
| Strategic alignment | could change or restrict how consumer information | 2014 update |
| • Product innovation | is collected and used for marketing, risk management and fraud detection. |
Globally, data security and digital |
| • Geographic expansion | Potential impact | privacy concerns continue to be a primary legislative focus that might |
| • We may suffer increased costs or reduced revenue resulting from modified business practices, adopting new procedures or self-regulation. |
broaden the definition of protected personal information and restrict its collection and use. |
|
| How we manage this risk | ||
| • We educate lawmakers, regulators, consumer and privacy advocates, industry trade groups and other stakeholders in the public policy debate. |
EXPOSURE TO INCREASING COMPETITION
We operate in a number of highly competitive geographic, product and service markets.
Performance indicator EBIT and organic revenue growth
Strategic alignment
- Product innovation
- New customer segments
- Geographic expansion
Further information
• Our business lines section P08
Description of risk
- New or existing competitors may develop products and services that are superior to ours, or achieve greater market acceptance.
- New or existing competitors may be able to sell products at lower prices than ours by accepting lower margins or because they benefit from proprietary ownership of data, technological superiority or economies of scale.
Potential impact
• Price reductions may reduce our margins, market share and results of operations, and harm our ability to obtain new customers or retain existing ones.
How we manage this risk
• We are committed to continued research and investment in new data sources, people, technology and products to support our strategic plan. We continue to focus on developing new products that leverage our scale and allow us to deploy capabilities into new and existing markets and geographies.
Change from 2013
Increasing risk
2014 update
We are seeing an increasing number of well-funded smaller competitors, with new technologies or new approaches to our markets, including email, business and consumer credit. In addition, some emerging markets are challenging the transition to positive data, due to bank data access and usage liability concerns. Resolving these concerns could result in greater direct control of data by these banks. We continue to roll out several new platforms across existing and new markets. For further examples of these, please refer to the Our strategy section of the annual report.
OTHER RISKS
EXPOSURE TO MATERIALLY ADVERSE LITIGATION, INCLUDING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR VIOLATION OF PRIVACY LAWS
We are involved in a number of pending and threatened litigation claims in the US and Brazil, including a number of class actions.
Performance indicator
Description of risk
EBIT and general litigation trends
intellectual property, privacy, antitrust, general
Strategic alignment
- Product innovation
- New customer segments
- Geographic expansion
Further information
- Corporate governance report – Audit Committee Report P74
- Financial statements note 45 describing contingencies for pending and threatened litigation claims P161
• Litigation can cover a number of areas, including
commercial disputes and employment.
Potential impact
- An adverse outcome in any of these claims could result in civil or criminal penalties, as well as negative publicity which may encourage further claims.
- We may incur significant costs in handling claims and may suffer reduced revenue if business practices require amendment.
How we manage this risk
- We monitor third-party patents and patent applications.
- We carry out freedom-to-operate analyses.
- We vigorously defend all pending and threatened litigation claims, employing internal and external counsel to effectively manage and dispose of proceedings.
- We analyse the causes of cases, to identify any potential changes in our business processes and policies.
- We maintain insurance cover, where feasible and appropriate.
Change from 2013
Increasing risk
2014 update
In Brazil, the volume of lawsuits continues to grow, primarily claims challenging Serasa's consumer credit score product. This is a significant, industry-wide, issue and the merits of the principles of these cases are due to be considered by the Superior Tribunal of Justice in the next twelve months.
The number of US class action lawsuits has moderately increased while the volume of individual consumer litigation continues to increase year over year. This is attributable to increased filings of small claims matters and to heightened media coverage of the US consumer bureau industry.
ACQUIRING BUSINESSES OR ENTERING INTO STRATEGIC PARTNERSHIPS MAY NOT PRODUCE THE DESIRED FINANCIAL OR OPERATING RESULTS
We continue to expand our global reach and to extend our capabilities through a combination of acquisitions, strategic alliances and joint ventures.
Performance indicator
Strategic alignment • Product innovation • New customer segments • Geographic expansion Further information • Strategic report discussion of how we extend our global lead through geographic
EBIT and ROCE
expansion
P158
• Financial statements note 40 for a description of the financial impact of acquisitions on the Group
Description of risk
- It may be difficult to assimilate new businesses and their products, services, technologies and personnel into our operations.
- Partners in an alliance or joint venture may have different objectives or different cultures and management styles resulting in poor integration and co-operation.
Potential impact
• Difficult integrations may disrupt our ongoing business, distract management and employees, increase expenses and otherwise materially and adversely affect our operating results and financial condition.
How we manage this risk
- We rigorously assess all acquisitions and partnerships, using both in-house experts and professional advisers.
- We conduct extensive post-acquisition and organic investment reviews, to ensure performance remains consistent with the business plan.
- We conduct performance reviews of all our businesses and, as a result, sometimes withdraw from low-growth or low-return markets.
Change from 2013
Stable
2014 update
Our investments in Russia, India and Australia in joint ventures are providing our consumer credit bureaux with data and regional expertise needed for their ongoing success. We invested in four businesses that diversify our product offerings, such as in fraud management and the US healthcare payments market; our risk profile was unchanged due to our sound integration practices.
Protecting our business continued
EXPOSURE TO THE UNPREDICTABILITY OF FINANCIAL MARKETS (FOREIGN EXCHANGE, INTEREST RATE AND OTHER FINANCIAL RISKS)
Our operations expose us to the unpredictability of international financial markets.
| Performance indicator | Description of risk | Change from 2013 |
|---|---|---|
| Profit before tax | • We are exposed to foreign exchange risk from future commercial | Increasing risk |
| Strategic alignment | transactions, recognised assets and liabilities, and investments in, | 2014 update |
| • Geographic expansion | and loans between, undertakings with different functional currencies. | Tapering of the US quantitative |
| Further information | • We face interest rate risks arising from our borrowings. | easing ('QE') policy could |
| • Financial review section and financial |
• Credit and liquidity risks arise from our derivative financial instruments and borrowing facilities. |
contribute to ongoing currency volatility. Changes in the value of |
| statements notes | Potential impact | sterling, the euro, the Brazilian |
| • Changes in financial market conditions could adversely affect our business, operations and profitability. |
real or other Group operating currencies, relative to the US dollar, could affect our EBIT. |
|
| How we manage this risk | Reduction in QE could also result | |
| • We operate conservative currency hedging strategies, to minimise the impact of currency volatility. |
in higher global interest rates, making our debt more expensive |
|
| • We use fixed and floating rate borrowings, of varying durations. | to service in the future. | |
| • We have long-term committed bank borrowing facilities. | ||
| • Our treasury and insurance activities are only with institutions with strong credit ratings, within limits we set for each organisation. |
Our operations are exposed to adverse market conditions resulting from concerns about the large sovereign debts and/or fiscal deficits of a number of European countries and the US or an economic slowdown in high-growth markets such as Brazil and China.
| Performance indicator | Description of risk | Change from 2013 |
|---|---|---|
| EBIT and percentage of | • The default, or a significant decline in the credit rating, of one | Stable |
| revenue from customer | or more sovereigns or financial institutions could cause severe | 2014 update |
| segments other than | stress in the financial system. | Concerns over the state of sovereign |
| financial services | • An economic slowdown could hit our high-growth markets. | debt have moderated, along with |
| Strategic alignment | Potential impact | governments taking measures to |
| • Geographic expansion | • We could see sluggish demand for our products and services, | promote economic growth. We |
| Further information | affecting our operations and profitability. | continue to benefit from a diversified |
| • Regional reviews | • Financial instability of our customers, suppliers, counterparties or creditors could affect our profitability. |
portfolio of clients, in many countries. For 2014, businesses in North America accounted for 50% |
| How we manage this risk | of global revenue, Latin America | |
| • Our business is diversified by region and clients. | 19%, the UK and Ireland 20% and | |
| • We continue to develop counter-cyclical products and services. | the remaining countries, comprising the EMEA/Asia Pacific regions, 11%. |
|
| • We monitor our counterparty relationships. |
EXPOSURE TO COUNTRY AND REGIONAL POLITICAL, FINANCIAL, ECONOMIC OR SOCIAL RISKS, PARTICULARLY IN THE US, BRAZIL AND THE UK
Our global footprint subjects our businesses to risks associated with international sales and operations.
Performance indicator EBIT
Strategic alignment
P34
- Geographic expansion
- Further information
• Our corporate responsibilities – working in partnership with communities P57
• Exposure to legislation or regulatory reforms risks and uncertainties P24
Description of risk
- Changes in a country's or region's political, economic or social risks or geopolitical turmoil could result in loss of services and prevent us meeting agreed service levels or fulfilling other obligations. These risks are generally outside our control.
- We could face increased effective tax rates due to changes in some countries' tax laws.
How we manage this risk
- We have a diverse portfolio by geography, product, sector and client.
- We help communities to realise their social and economic potential, by using our business skills, products and services to promote financial education, financial inclusion and support small business entrepreneurs.
- We retain internal and external tax professionals, who monitor the likelihood of future tax changes.
Change from 2013 Stable
2014 update
We have seen isolated instances of social and political unrest in Brazil, Turkey and Thailand, which have had minimal effect on us. Cyclical economic weakness in Brazil has contributed to a slowdown in organic growth during 2014. Latin America accounted for 19% of global revenue.
Automotive
You can hardly wait to buy your first car but you know you have to be smart about it…
You find a car you like online. It's the right shade of blue and has the sunroof you wanted. You call the owner and arrange to take it for a test drive. It handles like a dream.
The owner seems genuine but you want to know more about the car's history before handing over the cash. After all, it's a significant investment and you've saved hard for months.
You run a car history check and find that the car was in an accident last year and registered as a write-off. The car should never have returned to the road after the accident. It also appears that there may be some outstanding finance on the vehicle. You ask the owner about it but she will not provide documentation that the finance is paid off; so it could potentially be repossessed at any time and you'll be out of pocket.
You walk away from this one. There's another car you have your eye on, this time in red.
How Experian helps Our vehicle history service, AutoCheck in the US and VehicleCheck in the UK, helps you understand the history of a used car, including if it has been written off, whether it has mileage discrepancy, if it may have outstanding finance or has been reported as stolen. Our reports help you buy with confidence.
Chief Executive's statement
Experian delivered another year of good growth, underscoring the strength of our portfolio, and we made further strategic progress as we concentrated investment in key growth areas.
Full year dividend of 37.50 US cents per
Organic revenue growth of 5% from continuing activities.
share, up 8%.
Don Robert Chief Executive Officer Total revenue growth from continuing activities was 7% at constant currency and organic revenue growth was 5% (H1 6%, H2 5%). We saw further progress in EBIT margins, which rose by 30 basis points to 27.4%, with EBIT rising 8% at constant currencies. Actual revenue and EBIT growth were 4% and 5% respectively, including the contribution from recent acquisitions, offset by negative currency translation effects. Benchmark EPS increased to 91.7 US cents per share, up 8% at actual exchange rates.
Notable highlights include:
- We grew across all four regions, with organic revenue growth of 7% in Latin America, 7% in the UK and Ireland, 4% in North America and 2% in EMEA/Asia Pacific.
- We also grew across all four global business lines, with organic revenue growth of 10% in Decision Analytics, 5% in Credit Services, 5% in Consumer Services and 1% in Marketing Services.
- Cash generation was a particular highlight, as we converted 101% of EBIT into operating cash, resulting in a net debt to EBITDA ratio of 2.27 times, from a peak of over 2.5 times in November 2013.
- We made significant strategic progress, as we concentrate our efforts across key growth initiatives. We are placing significant emphasis on fraud and identity management, we are becoming increasingly focused on a select number of industry verticals and we are sharpening our operations in our most exciting geographies.
- We also raised our full year dividend by 8% to 37.50 US cents per share.
Strategic and operational review
Let me focus on specific highlights for the year and comment on our future direction:
Credit Services
We delivered good revenue growth in Credit Services, up 5% organically.
With confidence gradually returning to the retail lending sector, the core bureau
- in North America performed well. While declines in the US mortgage market held back growth somewhat, lenders are generally prospecting more for new credit customers. We are also benefiting as we steadily reduce our dependency on financial services and raise our exposure to faster-growing market segments. We took a significant step in this regard with the acquisition of Passport Health Communications ('Passport') which, combined with our existing operations, makes us the leader in US healthcare revenue cycle management, a highly attractive market. Passport has performed well since acquisition, as described in more detail below. P34
-
Macro-economically, it was a challenging year in Latin America, particularly in Brazil. That said, it is gratifying to note that our bureaux in the region were collectively the fastest growing in the Experian portfolio. During the year we strengthened our operations in Brazil, stepping up our ability to grow through new products, new clients, new verticals and by deploying services which straddle our whole business. And while the World Cup poses specific challenges in H1, we are well placed to continue to expand in Brazil and across the region over the medium term. P36
-
We have seen improving momentum in the UK, where we have placed significant emphasis on increasing the data depth of the bureau. This helps to open up new market opportunities, enables greater levels of innovation and ultimately creates ever greater competitive distinction for Experian. Overall, we feel well placed as confidence and investment return to the UK economy. Meanwhile, in EMEA/
- Asia Pacific, we have acted to strengthen our operations in parts of Continental Europe, with good results, and we are fully engaged in building positive data in Australia, following the enactment of regulations in March. P40
Decision Analytics
P38
I am delighted with progress in Decision Analytics, which returned to strong revenue growth, up 10% organically.
- For some time now, we have been investing in our products and flexing our infrastructure with the aim of creating a more sustainable, high-growth Decision Analytics business. We have made considerable advances, positioning us well for the future. PowerCurve, our new flagship credit risk management software, has met with worldwide success, and we will continue the roll-out over the coming year. Fraud and identity management increasingly represents a new dimension to our business, and has been pivotal in opening up a new set of opportunities
- in new client segments such as the US public sector. We are investing further in analytics, meeting demand from clients for sophisticated tools to help them deal with their big data challenges. Finally, I should note the particular success we P34
- have met with in EMEA/Asia Pacific which, in response to previous actions, recovered during the year. P40
Chief Executive's statement continued
Marketing Services
While organic revenue growth in Marketing Services was just 1%, we have made significant strategic progress as we increasingly integrate and bundle our products for clients.
Marketers are facing a world in which consumers seamlessly switch between media and devices, driving greater need for marketing campaigns that are more personalised and co-ordinated across many channels. Experian is one of the few companies in the world that can bring together the data, data quality, analytics and cross-channel marketing services to help marketers do their jobs more effectively. This suite is increasingly resonating in the market, and we have a growing pipeline of opportunities across all regions.
Consumer Services
In Consumer Services, where revenue grew 5% organically, we had a record year in the UK, as the business moved from strength to strength, but we faced some challenges in North America.
- We continue to evolve our business model in North America, diversifying and expanding into new areas. Our strategy is focused on a number of key elements, including: P34
- building on our leading position in the affinity channel;
- building on Experian's market-leading position in business-to-business data breach services;
- positioning the Experian.com brand as the trusted brand for consumers; and
- changing the way consumers interact with their personal data, by enhancing the user experience with new tools and features.
These are important steps which will strengthen our offerings in the future and which position us strongly in the marketplace.
Since April 2010 we have been restricted in our ability to market our 'free' brands. At the time, we elected to discontinue advertising our freecreditreport.com brand in response to new rules issued by the US Federal Trade Commission and to focus our investment on other brands, including Experian.com. Without the benefit of ongoing advertising, our 'free' brand membership base has gradually eroded.
Earlier this year, we noted that we are shifting our marketing efforts away from the 'free' brands and putting our investment behind our strongest brand, Experian.com, where we have tremendous recognition and brand loyalty. We are now taking further steps to accelerate the move into the Experian brand, where response from consumers has been encouraging. However, growth in Experian.com is not yet of sufficient size to fully offset attrition rates in the free portfolio, and revenues in North America Consumer Services declined in the fourth quarter of the year. We expect this to continue in the first half of FY15, before improving later in the year as we reach a tipping point for the Experian.com brand.
Our affinity business continues to build and now represents c. 20% of North America Consumer Services revenue. The dynamics of the affinity model (where we provide white-label consumer services for large business-to-business clients) are highly attractive, since contracts are typically long term in nature and the lifetime value of consumer relationships is higher than in other parts of our business. Over the past year we have been successful in securing new multimillion dollar affinity contract wins, which will benefit the business over the coming year. Our pipeline of future opportunities also continues to be strong. We have also seen good success in data breach services, as we leverage the strength of the Experian brand and our superior product offering.
These developments provide increasing levels of balance and diversity in North America Consumer Services and a strong platform from which to expand in the future.
Progress of acquisitions
I am pleased to report good progress across our two most recent acquisitions, Passport and 41st Parameter. These acquisitions respectively boost our market positions in healthcare payment services and in fraud and identity management, two of the most promising initiatives to have emerged from our global growth programme. Pro forma revenue growth across the two acquired entities has been strong in the period since acquisition, and we have laid solid foundations from which to deliver against the respective acquisition buy plans during the coming year.
We completed the acquisition of Passport in November 2013. We have had a strong start, with the business performing well. We were pleased to secure a broad range of new business wins in the quarter ending 31 March 2014, including new hospital and physician practice clients, as well as new sales into the existing client base. The integration of Passport and Experian Healthcare has also gone well, as we have aligned the leadership team, combined the salesforces and determined our core product focus.
We acquired 41st Parameter in October 2013. Since that time we have signed 20 new clients to the business and we have been successful in securing a number of cross-sell opportunities, where existing Experian clients have adopted 41st Parameter products. This has included the sale of 41st Parameter into an existing identity management agreement with a US public sector agency, for example.
Margin progression
We delivered good progress in EBIT margin during the year, up 30 basis points to 27.4%.
- EBIT margins in Credit Services improved, reflecting revenue growth, net of a ramp-up in investment in the Australian credit bureau and higher regulatoryrelated expenditure in the US.
- Decision Analytics EBIT margins were broadly flat, as revenue growth was offset by margin dilution from 41st Parameter.
Your baby's arrival is a special time in your life. The last thing you need is uncertainty about your finances…
You've decorated the nursery, bought the baby clothes and your doctor has booked your hospital stay.
Two weeks before your due date, the hospital calls you. It's a patient counsellor, who wants to welcome you as a new patient and discuss some administrative details. She checks your name and insurance number, and confirms that you plan to stay in the postnatal wing for two days after the birth.
The counsellor runs through the likely charges you'll have to cover. The hospital's system links directly to your insurance provider, so the counsellor double-checks these charges while you're on the phone.
Based on your financial circumstances, the counsellor suggests an instalment plan that spreads the cost over the next six months. That's a great idea. It won't put too big a dent in your finances, especially as you'll be down to just one income after the baby arrives.
Two days later, you receive your welcome pack from the hospital, which includes a statement showing your estimated financial responsibility. You check the details and everything is clear and understandable. Great, one less thing to worry about.
How Experian helps
In the US, our healthcare payments service provides data and software to physician practices and hospitals, helping to simplify the administrative process, and helping to give you the transparency you need with your healthcare payment obligations.
Chief Executive's statement continued
- EBIT margins in Marketing Services improved, largely as a result of cost actions taken during the year, and notwithstanding revenue contraction in Latin America and the wind-down of a large marketing contract in EMEA.
- Consumer Services EBIT margins contracted, reflecting increased marketing and customer acquisition expenditure in support of the brand transition in North America.
- We absorbed adverse translational foreign exchange movements, caused principally by the depreciation of the Brazilian real relative to the US dollar.
Cash flow and net debt
Cash generation during the year was very strong, and we converted 101% of EBIT into operating cash flow, significantly exceeding our target of 90% conversion. Net debt levels increased during the year, rising by US\$871m to US\$3,809m at 31 March 2014, primarily reflecting the acquisitions of Passport and 41st Parameter. We made good progress with regard to the efficiency of capital expenditure, and our capital expenditure to revenue ratio reduced to 8.3% (2013: 9.7%). The net debt to EBITDA gearing ratio was 2.27 times at 31 March 2014, having peaked at over 2.5 times in November 2013 following the acquisition of Passport.
Dividend and capital management
For the year ended 31 March 2014, we are announcing a second interim dividend of 26.00 US cents per share. This gives a full year dividend of 37.50 US cents per share, up 8%. The second interim dividend will
be paid on 25 July 2014 to shareholders on the register at the close of business on 27 June 2014. Net share purchases during the year amounted to US\$371m, of which approximately US\$180m was the cost of satisfying vesting employee plans.
Our priority over the coming year will be to return to our target net debt to EBITDA range of 1.75 to 2.0 times. We expect to achieve this during the year ending 31 March 2015, subject to future trading performance. Our target dividend payout ratio is unchanged at 40% and we expect to make share repurchases only in respect of employee share plan awards which vest in the year.
People
On 16 January 2014, Experian's Board announced my appointment to succeed as Chairman of Experian, following Sir John Peace's retirement. I am deeply honoured to have been chosen and am greatly looking forward to taking up my new role. At the same time, the Board announced that Brian Cassin will be appointed as Chief Executive Officer and George Rose will become Deputy Chairman and Senior Independent Director. These appointments will become effective from 16 July 2014, following our Annual General Meeting. Sir John Peace and Sir Alan Rudge will retire from the Board at the conclusion of that meeting.
On 29 April 2014, we also announced the appointment of Lloyd Pitchford as Chief Financial Officer and as an executive director of Experian and the appointment of Jan Babiak as a new independent nonexecutive director. Lloyd and Jan will bring a great deal of experience to Experian and I am delighted to welcome them both.
Today, we are announcing that our Chief Operating Officer, Chris Callero, has decided to retire from the Board at the conclusion of the Annual General Meeting on 16 July 2014. Chris joined Experian in 2002 and has made an immense contribution to the development of the Group, particularly as it expanded from its roots in the UK and the US to become the global business it is today. We owe Chris a deep debt of gratitude for his significant achievements on behalf of the Group.
Chris will be succeeded as Chief Operating Officer by Kerry Williams, who will take up his new position and join the Board as an executive director following Chris's retirement at the Annual General Meeting. Kerry joined Experian North America in 2003 and was subsequently promoted to lead our Credit Services operations globally. Last year Kerry was appointed as President of our Latin America region and most recently assumed the post of Deputy Chief Operating Officer for Experian. Kerry has immense experience and deep knowledge of Experian's businesses across the world, which I am certain will be of significant benefit to the Group in the future.
Finally, I would like to take this opportunity to thank everyone in Experian for their dedication over the year. Experian is a people business and its achievements are down to their enthusiasm, creativity and sheer hard work. I would like to express my gratitude for their ongoing support and commitment to the success of the business.
I would like to pay tribute to Sir John Peace, on the eve of his retirement as Chairman. It is true to say that without Sir John's passion and energy Experian would not be the global leader it is today. From the earliest days of its formation, Sir John has driven the business to ever greater achievements. His great foresight, leadership and gritty determination forged Experian into the business it is today. His ethos and passion will, I am certain, live on in the business for many years to come.
Revenue and EBIT by geography
| Revenue | EBIT | ||||||
|---|---|---|---|---|---|---|---|
| 2014 | 20131 | Growth2 | 2014 | 20131 | Growth2 | ||
| Year ended 31 March | US\$m | US\$m | % | US\$m | US\$m | % | |
| North America | 2,404 | 2,258 | 6 | 757 | 718 | 5 | |
| Latin America | 925 | 960 | 7 | 344 | 343 | 12 | |
| UK and Ireland | 944 | 873 | 7 | 284 | 246 | 14 | |
| EMEA/Asia Pacific | 499 | 491 | 4 | 7 | 20 | (60) | |
| Sub-total | 4,772 | 4,582 | 7 | 1,392 | 1,327 | 8 | |
| Central Activities - central corporate costs | – | – | n/a | (83) | (83) | n/a | |
| Continuing activities | 4,772 | 4,582 | 7 | 1,309 | 1,244 | 8 | |
| Discontinuing activities3 | 68 | 148 | n/a | (3) | 7 | n/a | |
| Total | 4,840 | 4,730 | 5 | 1,306 | 1,251 | 7 | |
| EBIT margin – continuing activities | 27.4% | 27.1% |
-
2013 restated for the movement of some small businesses in Latin America and EMEA/Asia Pacific to discontinuing activities and for further costs within Central Activities. 2. At constant exchange rates.
-
Discontinuing activities comprise small discontinuing businesses in Latin America and EMEA/Asia Pacific.
See the Financial review for analysis of revenue, EBIT and EBIT margin by business segment and note 7 to the Group financial statements
for definitions of non-GAAP measures.
Income statement and earnings analysis
| 2014 US\$m |
20131 US\$m |
|
|---|---|---|
| EBIT from continuing operations | 1,306 | 1,251 |
| Net interest | (74) | (62) |
| Benchmark PBT | 1,232 | 1,189 |
| Exceptional items | (54) | (66) |
| Amortisation and impairment of acquisition intangibles | (131) | (123) |
| Impairment of goodwill | (15) | – |
| Acquisition expenses | (10) | (4) |
| Adjustment to the fair value of contingent consideration | – | (1) |
| Financing fair value remeasurements | 27 | (561) |
| Profit before tax | 1,049 | 434 |
| Group tax charge | (302) | (151) |
| Profit after tax from continuing operations | 747 | 283 |
| Benchmark EPS (US cents) | 91.7 | 85.2 |
| Basic EPS for continuing operations (US cents) | 76.1 | 24.7 |
| Weighted average number of ordinary shares (million) | 980 | 988 |
- 2013 restated for further costs within Central Activities and a higher interest charge as a result of the adoption of IAS 19 (revised).
See the Financial review for analysis of revenue, EBIT and EBIT margin by business segment and note 7 to the Group financial statements for definitions of non-GAAP measures.
North America
Total revenue from continuing activities in North America was US\$2,404m, up 6%, with organic revenue growth of 4%. The difference relates to the acquisitions of Passport (November 2013), 41st Parameter (October 2013) and Decisioning Solutions (April 2013).
50% contribution to Group revenue
" Our region delivered a good performance this year. Decision Analytics had a stand-out growth year, driven by our PowerCurve and identity verification products. We delivered good growth in Credit Services with further progress in our strategic vertical markets, including the US public sector and automotive. We significantly increased our scale in the healthcare payments market with the acquisition of Passport, where the integration is going well."
Victor Nichols
Chief Executive Officer, North America
Credit Services
Total revenue growth was 10% and organic revenue growth was 5%. The core credit bureau, excluding mortgage, performed well as clients engaged in more credit prospecting and origination activity. Mortgage detracted from growth however, due to a sharp contraction in refinancing activity during the year. Across the verticals, our legacy healthcare services operations performed well, as we secured new business bookings and extended our presence within the existing base of hospital clients and physician practices. Automotive performed strongly, reflecting volume growth in automotive checks and good appetite among our dealer and lender clients for vehicle sales information.
Decision Analytics
Total revenue growth was 23% and organic revenue growth was 12%. Growth in Decision Analytics was robust, pickingup as the year progressed. Our credit risk management software platform, PowerCurve, has been well received by clients and we secured a number of new wins during the year. In addition, identity verification volumes were exceptionally strong, driven by growth across major federal public sector agencies, as US citizens enrolled for affordable healthcare and social security benefits.
Marketing Services
Total revenue growth was 4% and organic revenue growth was 3%. Progress in Marketing Services was encouraging as we secured more client conversions for our new cross-channel marketing platform, and as we have built a strong pipeline of future prospects. Overall, this led to higher cross-channel marketing volumes and first-time contributions from new business wins. We also saw good demand for digital services for targeted marketing and in our data quality operations. This offset further declines in our more traditional data and database activities.
Consumer Services
Total and organic revenue growth was 1%. We delivered growth across the Experian.com brand, affinity and data breach, which offset a decline in revenue across the 'free' brands. This supports our strategy to focus the majority of our investment on building the Experian brand, developing the affinity channel and expanding in data breach services. Over the year, we secured key client wins in the affinity channel, for which we have commenced the implementation process.
EBIT and EBIT margin
For continuing activities, North America EBIT was US\$757m, up 5%. EBIT margin was 31.5% (2013: 31.8%). There was good margin progress in Credit Services, Decision Analytics and Marketing Services, reflecting revenue growth and cost efficiency actions. Margins in Consumer Services declined as we increased marketing expenditure in support of the Experian brand. There was also some dilution attributable to acquisitions.
| 2014 | 2013 | Total growth1 | Organic growth1 | |
|---|---|---|---|---|
| Year ended 31 March | US\$m | US\$m | % | % |
| Revenue | ||||
| Credit Services | 961 | 873 | 10 | 5 |
| Decision Analytics | 179 | 146 | 23 | 12 |
| Marketing Services | 433 | 417 | 4 | 3 |
| Consumer Services | 831 | 822 | 1 | 1 |
| Total North America | 2,404 | 2,258 | 6 | 4 |
| EBIT | ||||
| Total North America | 757 | 718 | 5 | |
| EBIT margin | 31.5% | 31.8% |
- At constant exchange rates.
Total revenue growth
Organic revenue growth
EBIT (US\$m) and EBIT margin (%)
Latin America
Total revenue from continuing activities in Latin America was US\$925m, up 7% at constant exchange rates, with organic revenue growth also of 7%. The Colombia document outsourcing business was divested in November 2013.
19% contribution to Group revenue
" The Latin America region delivered good growth this year. Brazil continued to grow despite a challenging macro-economic backdrop, and our performance in Colombia and Peru was very good, as we continued to expand in these markets. By introducing new products and services, we've helped more clients across more customer segments, working with them to improve their operational effectiveness and their understanding of their customers' needs."
Kerry Williams
President, Latin America
Credit Services
At constant exchange rates, total and organic revenue growth in Credit Services was 7%. Credit Services in Brazil performed well, with growth across both consumer and business information, partially offset by a decline in digital certificates (authentication). Within business information, we are benefiting from the introduction of new product features, which create a richer offering for small and medium enterprise customers, while in consumer information we delivered good growth in higher valueadded services and across a wide range of industry verticals, which compensated for lower growth in credit bureau volumes. Growth in our other Latin American bureau markets was very strong. We have extended our market position in Colombia with a series of new client wins and further expansion of the small and medium enterprise channel.
Decision Analytics
We delivered strong growth across the region, with total and organic revenue growth of 37% at constant exchange rates. We have invested significantly in Decision Analytics, as we have leveraged expertise and best practices from across Experian. Growth was in part attributable to the roll-out of our credit risk management suite, including PowerCurve originations and PowerCurve on-demand software. We have also further enhanced our analytics offering and have been building-out our identity management and fraud prevention services, both in Brazil and across the wider Latin America region.
Marketing Services
Total and organic revenue at constant exchange rates declined 10%. Marketing Services was affected by the weak trading environment in Brazil, particularly for retailers who cut back on customer prospecting activity during the year. Notwithstanding these challenges, we are investing in our product range, in order to provide more sophisticated targeted marketing services and to enhance our digital offerings.
EBIT and EBIT margin
For Latin America, EBIT grew 12% at constant exchange rates to US\$344m. The EBIT margin increased by 150 basis points to 37.2%, reflecting operating leverage due to revenue growth and cost savings, net of reinvestment for growth.
| Revenue by business line | |||
|---|---|---|---|
| -- | -- | -------------------------- | -- |
Total revenue growth
7% 2014
Organic revenue growth
EBIT (US\$m) and EBIT margin (%)
| 2014 | 20131 | Total growth2 | Organic growth2 | |
|---|---|---|---|---|
| Year ended 31 March | US\$m | US\$m | % | % |
| Revenue | ||||
| Credit Services | 839 | 874 | 7 | 7 |
| Decision Analytics | 53 | 44 | 37 | 37 |
| Marketing Services | 33 | 42 | (10) | (10) |
| Total continuing activities | 925 | 960 | 7 | 7 |
| Discontinuing activities | 21 | 41 | ||
| Total Latin America | 946 | 1,001 | ||
| EBIT | ||||
| Continuing activities | 344 | 343 | 12 | |
| Discontinuing activities | – | 3 | ||
| Total Latin America | 344 | 346 | ||
| EBIT margin3 | 37.2% | 35.7% |
-
2013 restated for the movement of some businesses to discontinuing activities.
-
At constant exchange rates.
-
EBIT margin is for continuing activities only.
UK and Ireland
In the UK and Ireland, revenue was US\$944m, with total and organic revenue growth of 7% at constant exchange rates.
20% contribution to Group revenue
" We produced good growth in the UK and Ireland, with an exceptional performance from our Consumer Services business. Our membership base has grown as more people look to access and understand their credit history, and we're retaining members for longer as we continue to enhance our products. Credit Services benefitted from gradually improving volumes and Decision Analytics improved as the year progressed, as large organisations started to invest more in their systems."
Craig Boundy
Managing Director, UK and Ireland
Credit Services
Total and organic revenue growth at constant exchange rates was 3%. During the year, Credit Services benefitted from gradually improving volumes and the introduction of new products. We saw strength across consumer information, where we have benefitted from increased credit origination activity amongst traditional lenders, engagements with new entrants in the banking market and growth across non-financial customers. Business information had a more mixed year, which we are addressing through a number of initiatives, including the introduction of new products and expansion of the small and medium enterprise channel.
Decision Analytics
Total and organic revenue growth at constant exchange rates was 4% and 3% respectively. In Decision Analytics, momentum improved as the year progressed as large organisations started to invest more in updating core systems. We secured a number of major client wins for credit risk management software, including our first major deal in the UK and Ireland for PowerCurve originations. We also saw further traction in identity management and fraud prevention services. More recently, we have added device identification from 41st Parameter to our product range, and we were pleased to secure a major client win in the insurance sector after the year end.
Marketing Services
Total and organic revenue growth was 1% at constant exchange rates. During the year we focused on developing a more integrated approach to Marketing Services in the UK and Ireland, bundling our services in order to create a more comprehensive offer for our clients across channels. This has delivered demonstrable benefits, as we have secured new client wins, with a good pipeline of similar future prospects.
Consumer Services
Consumer Services performed strongly, with total and organic revenue growth of 23% at constant exchange rates. Growth reflected new member growth and improved member retention as we continue to build our brand in the UK, where we have benefitted from a significant uplift in consumer recognition, and as we add new features and enhancements to increase the attraction of the membership service and to encourage loyalty.
EBIT and EBIT margin
For the UK and Ireland, EBIT from continuing activities was US\$284m, up 14% at constant exchange rates. EBIT margin increased by 190 basis points to 30.1%, reflecting operating leverage due to revenue growth as well as cost savings, net of reinvestments.
Revenue by business line
Total revenue growth
7% 2014
Organic revenue growth
7% 2014
EBIT (US\$m) and EBIT margin (%)
| 2014 | 2013 | Total growth1 | Organic growth1 | |
|---|---|---|---|---|
| Year ended 31 March | US\$m | US\$m | % | % |
| Revenue | ||||
| Credit Services | 257 | 248 | 3 | 3 |
| Decision Analytics | 217 | 206 | 4 | 3 |
| Marketing Services | 230 | 226 | 1 | 1 |
| Consumer Services | 240 | 193 | 23 | 23 |
| Total UK and Ireland | 944 | 873 | 7 | 7 |
| EBIT | ||||
| Total UK and Ireland | 284 | 246 | 14 | |
| EBIT margin | 30.1% | 28.2% |
- At constant exchange rates.
EMEA/Asia Pacific
Total revenue from continuing activities in EMEA/Asia Pacific was US\$499m, up 4% at constant exchange rates, with organic revenue growth of 2%. The difference relates principally to the acquisition of 41st Parameter. We divested of Sinotrust Market Research Services in May 2013 and other Marketing Services operations as part of actions to realign and refocus the business in Asia Pacific.
11% contribution to Group revenue
" We're building good momentum across Asia Pacific, as we focus on growth opportunities and introduce new products such as our 41st Parameter fraud products and our crosschannel marketing platform. And we continue to make good progress in India and Australia."
Joy Griff iths
Chief Executive Officer, Asia Pacific
" EMEA made significant progress on its strategic transformation during the year. We invested in a number of new solutions and services to enhance our proposition for our existing and new clients, driving growth and deepening our client relationships across the region."
Chris Clark Managing Director, EMEA
Credit Services
Total and organic revenue growth at constant exchange rates was 2%. While market conditions in the Eurozone remained mixed, we saw stability, recovery and growth across some of our major bureau markets, including Spain, Netherlands and South Africa, offsetting weakness elsewhere. We also delivered good growth across our business information bureaux in China and Singapore, and we were pleased to realise a small first-time revenue contribution from our new bureau in Australia towards the end of the year.
Decision Analytics
Total and organic revenue growth at constant exchange rates was 11% and 10% respectively. Our actions to reposition our Decision Analytics operations in EMEA have been successful and the business returned strongly to growth during the year, driven by demand for PowerCurve software, fraud prevention products, analytics and collections software. During the year, we undertook similar actions to reposition
our Asia Pacific operations, to focus on our most significant opportunities, and we were pleased to secure a number of new PowerCurve and fraud prevention deployments towards the end of the year.
Marketing Services
Total revenue growth at constant exchange rates was 2%, while organic revenue declined 3%. The decline in Marketing Services was due to the wind-down of a large email contract in EMEA, as we have previously announced. Excluding this one-off item, Marketing Services performed well, with a good reception for our combined approach and particularly for our new cross-channel marketing platform, which has led to a number of new client wins during the year, with a good pipeline of prospects.
EBIT and EBIT margin
20131 US\$m Total growth2 % Organic growth2
%
In EMEA/Asia Pacific, EBIT from continuing activities was US\$7m (2013: US\$20m). The reduction in profitability was largely due to ramp-up in investment in the Australian bureau development and the impact of the wind-down of the large client contract in EMEA, referred to above.
Total revenue growth
4% 6% 12% 17% 4% 10 12 11 13 14
4% 2014
Organic revenue growth
EBIT (US\$m) and EBIT margin (%)
2014 US\$m
Credit Services 187 186 2 2 Decision Analytics 127 116 11 10 Marketing Services 185 189 2 (3)
-
2013 restated for the movement of some businesses to discontinuing activities.
-
At constant exchange rates.
Year ended 31 March
Revenue
- EBIT margin is for continuing activities only.
Financial review
Experian has delivered a good financial performance during a period of significant external challenges, with revenue and profit growth, and very strong operating cash flow.
Our Financial review develops the story behind the financial highlights for the year, addressed earlier in the Strategic report. The Group financial statements provide further detail, to meet our obligations in this area. P105
We also use this review to draw out the key elements of our accounting and risk management policies and to explain why we continue to adopt the going concern basis in preparing the financial statements.
Group income statement commentary
Revenue and profit performance – continuing operations
Revenue increased from US\$4,730m in the prior year to US\$4,840m in the year ended 31 March 2014. At constant exchange rates, we delivered organic revenue growth of 5% and grew total EBIT by 7% to US\$1,306m.
Group profit performance by geography is discussed earlier in the Strategic report. This Financial review includes tables giving an additional analysis of the income statement and summarising performance by business segment.
Profit before tax from continuing operations increased by US\$615m, from US\$434m to US\$1,049m. In the year ended 31 March 2013, we incurred a charge of US\$558m due to the movement in the fair value of the Serasa put option prior to our purchase of the non-controlling interest. There was no such charge in the year ended 31 March 2014 and any similar exposures we face in respect of other transactions are now comparatively minor. Benchmark PBT rose by US\$43m to US\$1,232m (2013: US\$1,189m).
Seasonality
In recent years, our margin progression has tended to be weighted towards the second half of the year, reflecting revenue seasonality and the phasing of our investment expenditure.
Key financials
| Year ended 31 March | 2014 | 2013 |
|---|---|---|
| Revenue | US\$4,840m | US\$4,730m |
| EBIT margin – continuing activities | 27.4% | 27.1% |
| Benchmark PBT | US\$1,232m | US\$1,189m |
| Benchmark tax rate | 26.7% | 25.3% |
| Benchmark EPS | USc 91.7 | USc 85.2 |
| Operating cash flow | US\$1,321m | US\$1,175m |
| Net debt | US\$3,809m | US\$2,938m |
Exceptional items – continuing operations
As shown in the table below, there was an exceptional charge of US\$54m in the year (2013: US\$66m). The charge for the year includes:
- Restructuring costs which are the costs we incurred following the strategic review of our cost base during the year ended 31 March 2013. Note 13 to the Group financial statements gives further details.
- The gain on disposal of businesses in the year relating to a number of small disposals.
Net interest expense
The net interest expense for the year was US\$74m (2013: US\$62m). The key driver of the increase was the full-year effect of the additional funding for the acquisition of the further 29.6% stake in Serasa in November 2012, and the effect of the US\$1.2bn we spent on the Passport Health Communications and 41st Parameter acquisitions in the US in the second half of the year ended 31 March 2014.
Experian remains strongly cash generative and both our interest cost and the amount paid have continued to benefit from low interest rates globally.
Tax
The Benchmark tax rate was 26.7% (2013: 25.3%). The increase reflects higher profits in the US, which has a corporate tax rate
above the main UK rate. Note 16 to the Group financial statements includes a reconciliation of the Benchmark tax charge. P129
The tax charge for the year was US\$302m and the effective tax rate was 28.8%. This is higher than the Benchmark tax rate, primarily reflecting the reduction in the main rate of UK corporation tax from 23% to 20% and the associated reduction in deferred tax assets we recognise in respect of tax losses. The blended tax rate on exceptional items and other adjustments made to derive Benchmark PBT was 27.3%.
The tax charge for the year ended 31 March 2013 was US\$151m and the effective tax rate was 34.8%. This was higher than the Benchmark tax rate, primarily because our statutory profit before tax included the charge for the Serasa put option, on which there was no tax relief, while there was a one-off tax benefit on a corporate transaction in respect of our Colombia business.
Earnings and dividends per share
P132
Basic earnings per share were 76.8 US cents (2013: 36.6 US cents). Basic earnings per share included 0.7 US cents (2013: 11.9 US cents) in respect of discontinued operations (see note 17). Benchmark EPS increased to 91.7 US cents, from 85.2 US cents last year.
The second interim dividend is 26.00 US cents per share (2013: 24.00 US cents) giving a total dividend for the year of 37.50 US cents (2013: 34.75 US cents), an increase of 8%. This is covered 2.4 times by Benchmark EPS.
Exceptional items – continuing operations P127
The table below gives a summary of exceptional items.
| Year ended 31 March | 2014 US\$m |
2013 US\$m |
|---|---|---|
| Restructuring costs | 68 | 54 |
| (Gain)/loss on disposal of businesses | (14) | 12 |
| Total exceptional charge | 54 | 66 |
Financial review continued
Foreign exchange – average rates
The principal exchange rates used to translate revenue and EBIT are shown in the table below.
| At 31 March | 2014 | 2013 | Changed against the US\$ |
|
|---|---|---|---|---|
| US\$ : Brazilian real | 2.25 | 2.01 | (11.9%) | P123 |
| Sterling : US\$ | 1.59 | 1.58 | 0.6% | |
| Euro : US\$ | 1.34 | 1.29 | 3.9% |
P157
Exchange rate movements from last year have decreased our reported revenue for the year ended 31 March 2014 by US\$107m and our EBIT by US\$39m. This is primarily as a consequence of the weakness of the Brazilian real and its impact on the reported results of our Latin America region.
Group cash flow commentary
Cash flow summary
We generated very strong cash flow in the year with operating cash flow of US\$1,321m (2013: US\$1,175m) and a cash flow conversion of 101% (2013: 94%). We manage working capital and capital expenditure with the aim of converting at least 90% of our EBIT into operating cash flow. This target is a key performance indicator and our five-year track record for this metric is shown in that section of the
Strategic report. Note 39(i) to the Group financial statements reconciles cash generated from operations, as reported in the Group cash flow statement, to operating cash flow as reported in the cash flow summary table. P158
As the cash flow summary table shows, free cash flow in the year ended 31 March 2014 was US\$1,067m (2013: US\$891m). The net cash outflow in the year of US\$570m (2013: US\$1,018m) is after acquisition spend of US\$1,250m (2013: US\$1,549m) and equity dividend payments of US\$349m (2013: US\$322m). Note 39(e) to the Group financial statements analyses our acquisition spend. Acquisitions in the year ended 31 March 2014 included the two significant transactions in North America. Acquisition spend in the prior year principally comprised the additional stake in Serasa in November 2012. The Group ran a share purchase programme from May 2013 until late October 2013, when it was discontinued following the announcement of the acquisition of Passport Health Communications.
Funding
In light of the above and our redemption of the £334m 5.625% Euronotes 2013 at maturity in December 2013, we undertook two significant corporate financing initiatives in the second half of the year. We initiated a commercial paper programme in January 2014 and we issued £400m 3.50% Euronotes 2021 in February 2014.
Both these initiatives were well supported by the financial markets. Our outstandings under the commercial paper programme were US\$576m at 31 March 2014.
Capital expenditure
Capital expenditure was US\$402m (2013: US\$460m) including data and software to support our future growth. An analysis of our expenditure by operating segment is given in note 9(a)(iii) to the
Group financial statements. Later in this review we provide a chart comparing capital expenditure to amortisation and depreciation charges in each of the two years ended 31 March 2014.
We subject our capital expenditure to rigorous internal review processes on both a pre-investment and a postinvestment view. We have reduced capital expenditure as a percentage of revenue from 9.7% in the prior year to 8.3% in the year under review.
Net debt and covenants
At 31 March 2014, net debt was US\$3,809m (2013: US\$2,938m) with undrawn committed borrowing facilities of US\$2,216m (2013: US\$1,624m). Our net debt at 31 March 2014 was 2.27 times EBITDA, compared to a target ratio of 1.75 to 2.0 times.
A summary reconciliation of the movement in net debt is provided below and a more detailed reconciliation is included in note 27(c) to the Group financial statements.
Note 26(b) to the Group financial P141 P140
statements shows the maturity profile of our borrowings and facilities.
We have not breached any covenants given on borrowings in the year under review or the prior year and have no undue concentration of repayment obligations in respect of borrowings.
Cash flow summary
| Year ended 31 March | 2014 US\$m |
2013 US\$m |
|---|---|---|
| EBIT from continuing operations | 1,306 | 1,251 |
| Amortisation and depreciation (see below) | 371 | 329 |
| Loss on sale of fixed assets | 5 | 2 |
| Capital expenditure | (402) | (460) |
| Sale of property, plant and equipment | 8 | 1 |
| Increase in working capital | (36) | (27) |
| (Profit)/loss retained in associates | (1) | 1 |
| Charge for share incentive plans | 70 | 78 |
| Operating cash flow | 1,321 | 1,175 |
| Net interest paid | (74) | (68) |
| Tax paid – continuing operations | (174) | (162) |
| Dividends paid to non-controlling interests | (6) | (54) |
| Free cash flow | 1,067 | 891 |
| Cash outflow for exceptional restructuring costs | (65) | (27) |
| Acquisitions | (1,250) | (1,549) |
| Purchase of other financial assets and investments | (3) | (8) |
| Disposal of businesses – continuing operations | 25 | 5 |
| Disposal of businesses – discontinued operations | 5 | (8) |
| Equity dividends paid | (349) | (322) |
| Net cash outflow | (570) | (1,018) |
| Net share purchases | (371) | (180) |
| New borrowings and other financing related cash flows | 808 | 1,118 |
| Net decrease in cash and cash equivalents – continuing operations | (133) | (80) |
| Net increase in cash and cash equivalents – discontinued operations | 140 | 64 |
| Net increase/(decrease) in cash and cash equivalents | 7 | (16) |
| Cash and cash equivalents at 1 April | 226 | 254 |
| Exchange and other movements in cash and cash equivalents | (25) | (12) |
| Cash and cash equivalents at 31 March | 208 | 226 |
Reconciliation of net debt
| 2014 | 2013 | |
|---|---|---|
| Year ended 31 March | US\$m | US\$m |
| At 1 April | 2,938 | 1,818 |
| Net cash outflow – as reported in the cash flow summary | 570 | 1,018 |
| Net share purchases | 371 | 180 |
| Exchange, discontinued operations and other movements in net debt | (70) | (78) |
| At 31 March | 3,809 | 2,938 |
Reconciliation of amortisation, depreciation and impairment charges
| Year ended 31 March | 2014 US\$m |
2013 US\$m |
|---|---|---|
| As reported in the Group income statement | 524 | 465 |
| Less: amortisation and impairment of acquisition intangibles | (131) | (123) |
| Less: exceptional asset write-off | (7) | (13) |
| Less: impairment of goodwill | (15) | – |
| As reported in the cash flow summary | 371 | 329 |
Financial review continued
Group balance sheet commentary
Net assets
The net assets summary table analyses our net assets and capital employed. We monitor capital employed by operating segment as part of our internal reporting, and give further information by operating
segment in note 9(a)(ii) to the Group financial statements. Capital employed includes post-employment benefit assets of US\$13m (2013: US\$24m) and net derivative financial assets of US\$138m (2013: US\$59m) where the balance sheet values depend on market conditions. P122
Total equity
A reconciliation of the movement in Group total equity is given in the summary reconciliation of total equity table with two items worthy of further comment:
- Currency translation losses of US\$188m (2013: US\$39m) arise mainly from the weakening of the Brazilian real against the US dollar.
- The net movement from transactions with non-controlling interests in the year ended 31 March 2013 of US\$427m, reported within transactions with owners, principally related to our recognition of a deferred tax asset on the acquisition of the further stake in Serasa.
Other items
The Group has continued to receive a significant number of claims in Brazil throughout the year, primarily in three states, relating to the disclosure and use of credit scores. The cases are mainly individual small claims and also include a small number of class actions. Similar proceedings have been commenced against other suppliers of credit scores in Brazil. The Superior Tribunal of Justice ('STJ'), the highest court in Brazil for such cases, has issued a stay on all proceedings relating to these claims while it determines the principal legal issues involved. The Group does not believe the claims have merit under Brazilian law and will continue to vigorously defend them.
Net assets summary
| 2014 | 2013 | |
|---|---|---|
| At 31 March | US\$m | US\$m |
| Goodwill | 4,807 | 4,057 |
| Other intangible assets | 1,869 | 1,474 |
| Other segment assets | 1,380 | 1,384 |
| Total segment assets | 8,056 | 6,915 |
| Segment liabilities | (1,289) | (1,307) |
| Operating segments – net assets | 6,767 | 5,608 |
| Central Activities – net assets | 176 | 125 |
| Deduct: non-controlling interests | (22) | (40) |
| Capital employed | 6,921 | 5,693 |
| Net debt | (3,809) | (2,938) |
| Tax | (30) | 429 |
| Add: non-controlling interests | 22 | 40 |
| Net assets | 3,104 | 3,224 |
| US\$ | US\$ | |
| Net assets per share | 3.18 | 3.26 |
Summary reconciliation of total equity
| 2014 | 2013 | |
|---|---|---|
| Year ended 31 March | US\$m | US\$m |
| Profit for the financial year | 754 | 401 |
| Remeasurement loss on post-employment benefits | (10) | (43) |
| Other – principally currency translation losses | (185) | (36) |
| Total comprehensive income for the financial year | 559 | 322 |
| Transactions with owners: | ||
| Net movement for employee share incentive plans and treasury shares |
(296) | (80) |
| Net movement from transactions with non-controlling | ||
| interests | (28) | 427 |
| Dividends paid | (355) | (376) |
| (Decrease)/increase in total equity | (120) | 293 |
| At 1 April | 3,224 | 2,931 |
| At 31 March | 3,104 | 3,224 |
Foreign exchange – closing rates
The table below shows the principal exchange rates used to translate assets and liabilities at the balance sheet dates.
| At 31 March | 2014 | 2013 |
|---|---|---|
| US\$ : Brazilian real | 2.27 | 2.02 |
| Sterling : US\$ | 1.66 | 1.52 |
| Euro : US\$ | 1.38 | 1.28 |
Share price and market capitalisation
Experian's share price ranged from £10.20 to £12.90 during the year. On 31 March 2014, the mid-market price was £10.81, giving a market capitalisation of US\$18.5bn at that date.
Accounting policies and developments
The principal accounting policies are shown in note 5 to the Group financial statements and we have applied them consistently. We support initiatives in the UK financial reporting community to 'cut the clutter' in published financial statements. Accordingly we have adopted this principle this year in preparing both the Group and parent company financial statements, while working within formats that are broadly unchanged from earlier annual reports. P111
The year under review has seen little impact on the Group from developments in accounting standards. Experian adopted IAS 19 (revised) 'Employee benefits' with effect from 1 April 2013 and we have re-presented the comparative information in this report as necessary. Note 3 to the Group financial statements
gives further details and the impact of adoption is modest.
Accounting estimates and assumptions
P110
Note 6(a) to the Group financial statements shows details of our critical accounting estimates and assumptions. The most significant of these relate to tax and goodwill and the key features can be summarised as follows: P117
- Estimates made in respect of tax assets and liabilities include the consideration of transactions in the ordinary course of business for which the ultimate tax determination is uncertain.
- The assumptions used in the cash flow projections underpinning the impairment testing of goodwill include assumptions about profitability and future growth, together with pre-tax discount rates specific to the Group's cash generating units.
2014 EBIT BY CURRENCY
2013 EBIT BY CURRENCY
Financial risk management
The Protecting our business section of this report sets out the risks and uncertainties that are specific to our business, together with more general risks. Our financial risk management continues to focus on the unpredictability of financial markets and seeks to minimise potentially adverse effects on our financial performance. P20
We look to reduce our exposures to foreign exchange, interest rate and other financial risks. The mitigation of our exposure to the unpredictability of financial markets includes the use of currency hedging strategies to minimise the impact of currency volatility. However we do not currently intend to undertake borrowings in Brazilian real.
Detailed narrative and numerical disclosures in respect of our financial risks are included in the notes to the Group financial statements, with the key features summarised below.
Foreign exchange risk is managed by:
- entering into forward foreign exchange contracts in the relevant currencies in respect of investments in entities with functional currencies other than US dollars, whose net assets are exposed to foreign exchange translation risk;
- swapping the proceeds of certain bonds issued in sterling and euros into US dollars;
- denominating internal loans in relevant currencies to match the currencies of assets and liabilities in entities with different functional currencies; and
- using forward foreign exchange contracts for certain future commercial transactions.
2014 NET FUNDING BY INTEREST RATE 2013 NET FUNDING BY INTEREST RATE
Financial review continued
83 115 402 116
2014 AMORTISATION/DEPRECIATION (US\$M) 2013 AMORTISATION/DEPRECIATION/(US\$M)
Databases Software Property, plant and equipment Total
Interest rate risk is managed by:
- using fixed and floating rate borrowings and interest rate swaps to adjust the balance between the two; and
- mixing the duration of borrowings and interest rate swaps to smooth the impact of interest rate fluctuations.
Credit risk is managed by:
- dealing only with banks and financial institutions with strong credit ratings, within limits set for each organisation; and
- closely controlling dealing activity and regularly monitoring counterparty positions.
Liquidity risk is managed by:
- the issue of long maturity bonds and notes;
- entering into long-term committed bank borrowing facilities to ensure we have sufficient funds available for our operations and planned growth; and
- monitoring rolling cash flow forecasts to ensure we have adequate borrowing facilities.
Capital risk management
Our definition and management of capital focuses on capital employed. The Group's capital employed is analysed in the net assets summary table.
Our objectives in managing capital are:
- to safeguard our ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders; and
- to maintain an optimal capital structure and cost of capital.
Our policy remains to have:
- a prudent but efficient balance sheet; and
- a target gearing ratio of 1.75 to 2.00 times EBITDA, consistent with our intention to retain strong investmentgrade credit ratings.
To maintain or adjust our capital structure, we may:
- adjust the amount of dividends we pay to shareholders;
- return capital to shareholders;
- issue or purchase ordinary shares; or
- sell assets to reduce net debt.
Going concern
The Board formed a judgment, at the time of approving the Group and the parent company financial statements, that there was a reasonable expectation that the Group and the Company had adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion, the Board took account of:
329
- current and anticipated trading performance which is the subject of detailed comment elsewhere in the Strategic report;
- current and anticipated levels of borrowings and the availability of the committed borrowing facilities; and
- exposures to and management of financial risks, which are summarised above and detailed in the notes to the Group financial statements.
For this reason, we continue to adopt the going concern basis in preparing the Group and the parent company financial statements.
Roundings
Certain financial data have been rounded in this report. As a result, the totals of data presented may vary slightly from the actual arithmetic totals of the data.
2014 CAPITAL EXPENDITURE (US\$M) 2013 CAPITAL EXPENDITURE (US\$M)
80
81
168
Income statement analysis – continuing operations
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| Benchmark | Non | Total | Benchmark2 | Non | Total2 | |
| Year ended 31 March | US\$m | benchmark1 US\$m |
US\$m | US\$m | benchmark1 US\$m |
US\$m |
| Revenue | 4,840 | – | 4,840 | 4,730 | – | 4,730 |
| Labour costs | (1,769) | (61) | (1,830) | (1,794) | (41) | (1,835) |
| Data and information technology costs | (481) | – | (481) | (453) | – | (453) |
| Amortisation, depreciation and impairment charges | (371) | (153) | (524) | (329) | (136) | (465) |
| Marketing and customer acquisition costs | (405) | – | (405) | (375) | – | (375) |
| Other operating charges | (510) | 4 | (506) | (528) | (17) | (545) |
| Total operating expenses | (3,536) | (210) | (3,746) | (3,479) | (194) | (3,673) |
| Operating profit/(loss) | 1,304 | (210) | 1,094 | 1,251 | (194) | 1,057 |
| Share of profit of associates | 2 | – | 2 | – | – | – |
| EBIT from continuing operations | 1,306 | 1,251 | ||||
| Non-benchmark items | (210) | (194) | ||||
| Profit/(loss) before net finance costs and tax | 1,306 | (210) | 1,096 | 1,251 | (194) | 1,057 |
| Net finance income/(costs) | (74) | 27 | (47) | (62) | (561) | (623) |
| Profit/(loss) before tax | 1,232 | (183) | 1,049 | 1,189 | (755) | 434 |
| Tax (charge)/credit | (329) | 27 | (302) | (301) | 150 | (151) |
| Profit/(loss) after tax from continuing operations | 903 | (156) | 747 | 888 | (605) | 283 |
| Attributable to: | ||||||
| Owners of Experian plc | 899 | (153) | 746 | 842 | (598) | 244 |
| Non-controlling interests | 4 | (3) | 1 | 46 | (7) | 39 |
| Profit/(loss) after tax from continuing operations | 903 | (156) | 747 | 888 | (605) | 283 |
| US cents | US cents | US cents | US cents | US cents | US cents | |
| Earnings/(loss) per share – basic | 91.7 | (15.6) | 76.1 | 85.2 | (60.5) | 24.7 |
| % | % | % | % | % | % | |
| Effective rate of tax | 26.7 | 14.8 | 28.8 | 25.3 | 19.9 | 34.8 |
-
The loss before tax for non-benchmark items of US\$183m (2013: US\$755m) comprises charges for exceptional items of US\$54m (2013: US\$66m) and other adjustments made to derive Benchmark PBT of US\$129m (2013: US\$689m). Further information is given in notes 13 and 14 to the Group financial statements.
-
Restated as a result of the adoption of IAS 19 (revised).
Financial review continued
Revenue, EBIT and EBIT margin by business segment
| 2014 20131 |
Growth | ||||
|---|---|---|---|---|---|
| Total at | Organic at | ||||
| Year ended 31 March | US\$m | US\$m | constant rates % |
constant rates % |
|
| Revenue | |||||
| Credit Services | 2,244 | 2,181 | 7 | 5 | |
| Decision Analytics | 576 | 512 | 14 | 10 | |
| Marketing Services | 881 | 874 | 2 | 1 | |
| Consumer Services | 1,071 | 1,015 | 5 | 5 | |
| Total – continuing activities | 4,772 | 4,582 | 7 | 5 | |
| Discontinuing activities2 | 68 | 148 | n/a | ||
| Total | 4,840 | 4,730 | 5 | ||
| EBIT | |||||
| Credit Services | 806 | 769 | 9 | ||
| Decision Analytics | 122 | 109 | 14 | ||
| Marketing Services | 156 | 138 | 13 | ||
| Consumer Services | 308 | 311 | (1) | ||
| Total business segments | 1,392 | 1,327 | 8 | ||
| Central Activities – central corporate costs | (83) | (83) | – | ||
| Total – continuing activities | 1,309 | 1,244 | 8 | ||
| Discontinuing activities2 | (3) | 7 | n/a | ||
| Total | 1,306 | 1,251 | 7 | ||
| EBIT margin – continuing activities | |||||
| Credit Services | 35.9% | 35.3% | |||
| Decision Analytics | 21.2% | 21.3% | |||
| Marketing Services | 17.7% | 15.8% | |||
| Consumer Services | 28.8% | 30.6% | |||
| Total EBIT margin | 27.4% | 27.1% |
-
2013 restated for the movement of some small Marketing Services businesses to discontinuing activities, and for further costs of US\$2m within Central Activities as a result of the adoption of IAS 19 (revised).
-
Discontinuing activities comprise small discontinuing Credit Services and Marketing Services businesses.
Business information
You've built your business over the last few years. Your business is expanding and you're looking at taking on new customers…
You're a small, growing business that supplies independent shops with artisan bread and milk from local farmers. Over the years, you've got to know and trust the shop owners. Now you want to expand into a new district. No one is supplying similar products there and having checked the size of the market and identified ideal target companies, you think there'll be good demand.
You have managed your business's finances well so when the bank reviews your credit history they quickly agree a loan for a new delivery truck. Having identified all of the companies who could buy your produce, you focus your marketing on those with good credit scores to ensure any new customers are able to pay. This also tells you something about the owners, as you know that small businesses are often funded by the owner's personal credit. You contact the businesses that meet your criteria and the responses look promising.
Two months later, your sales are up 20% and you're repaying the bank loan. Only one new customer has missed a payment and you caught it before it became a bigger problem, after you were alerted to a change in their credit status.
How Experian helps
Our credit data and predictive analytics help you to get the credit you deserve, and protect, manage and grow your business. Our easy to use, online tools like BusinessIQ and Business Express help you make realtime decisions, processing new applications, managing customer relationships and managing cash flow.
Page Title Our corporate responsibilities
Our role in society is much more than simply managing the social, economic and environmental impact of our own operations. While this is a fundamental part of our corporate responsibilities, it is through our products, services and people that we have the greatest means of going beyond a 'business as usual' position to help communities realise their social and economic potential.
Now in its second year, our Heart of Experian Social Responsibility programme is enabling us to build on our existing successful CR programmes and harness our unique capabilities to tackle the root causes of poverty and support small businesses in our communities.
Case study
Prove ID, India
Today, only 40% of India's population have bank accounts and many people are unable to access the most basic financial services or government assistance because they have no official identity. This leads to poor access to credit, very high costs of credit delivery and the risks associated with informal lending. To start addressing this inequality, the Indian government is developing a Unique Identification Database ('UID') for all its citizens. It will provide a form of official identity, enabling individuals to gain access to state benefits and financial services.
Supported by our funding programme for social innovation, we are working with the Indian government to accelerate this process, linking this new unique record to our Prove ID verification product across India. Prove ID indicates when and where individuals are registered, allows identities to be quickly verified online and removes the need for paper records and local investigator visits. This more efficient process will speed up access to finance for the financially and socially excluded, ensuring that any Indian citizen who applies for a bank account or loan will leave a positive trace on the UID, helping to build their credit history.
Our corporate responsibilities continued
Enabling the social and economic empowerment of communities
Our products and services help organisations of all sizes to be more efficient, enabling them to make better business decisions, to understand their customers and to manage risk. They also help millions of people to manage their finances better and protect themselves against fraud.
As a result, organisations and individuals become empowered and more confident, including some of those most vulnerable in society. This supports economic growth, which contributes to the development of local communities and markets. And as businesses grow and economies thrive, then so does the size of our potential market and our consumer base.
At the heart of our strategy, we believe that social and economic empowerment is best achieved working in partnership with local and national governments, nongovernmental organisations ('NGOs'), our business partners and clients.
Against this backdrop, we have realised that through our products and services, and working with the right partners, we
have the potential to make an even greater tangible, sustainable difference to the social and economic development of the communities we serve.
Delivering difference through transformation
To stretch ourselves and help us deliver that goal of 'more', we launched our Heart of Experian Social Responsibility programme in March 2013. Its purpose was to build on our existing CR responsibilities and, as part of our successful global culture programme, to better engage our people. It focused our activities on three key areas: to foster financial inclusion, promote financial education, and support small business entrepreneurs.
Over the last year we have gone a step further and begun a process to differentiate our responsibilities into those that capitalise on Experian's distinctive capabilities to create and deliver social benefit, and those that underpin the effective and efficient running of our business on a day-to-day basis.
It is by creating unique products and services; by helping consumers to make informed and responsible decisions; and by leveraging our market insights fuelled by our data and analytical capabilities and partnerships within communities we can make the greatest contribution to society. In doing so, we also support business growth as we drive product innovation, geographic expansion and work in new customer segments. It is these capabilities that differentiate us and it is this alignment that will generate mutual benefits for Experian and the communities around us. For these three differentiating responsibilities, we have set stretching targets and objectives and created an overall goal for the number of additional people around the world who we can positively impact by 2018.
At the same time, our other
responsibilities continue to be important. They are fundamental to our continuing success and their management remains an implicit requirement for a global business like Experian. We must continue to operate efficiently and with respect for the environment; manage data safely and robustly and offer a safe and stimulating workplace for our people that encourages talent and innovation.
| The goal of our Heart of Experian Social Responsibility programme is to… |
Help communities realise their social and economic potential, by: Fostering financial inclusion Promoting financial education Supporting small business entrepreneurs |
||
|---|---|---|---|
| …which we can only achieve if |
Differentiators | ||
| we harness the unique skills and capabilities of Experian, by… |
Creating products and services that generate value to society and the business |
Supporting consumers to make informed and responsible decisions |
Working in partnership with our communities to support social and economic development |
| Fundamentals | |||
| …which in turn relies on us ensuring that… |
We protect and manage data in a robust and safe way |
We operate efficiently and minimise our impact on the environment |
We harness the talent and skills of our employees |
Case study
'Limpe Nome' debt recovery portal, Brazil
Debt repayment is a major issue in Brazil. Every year approximately 120 million debt notification letters are sent to consumers. Even so, research shows that 58% of Brazil's consumers claim not to know about their unpaid debts. This means many receive an adverse credit rating, preventing them from accessing financial services in the future. Serasa Experian has committed to reversing this trend.
This year, we've invested in a new service for consumers, supported by our funding programme for social innovation. Experian's debt recovery portal (Limpe Nome) is an online 'one-stop shop', free to consumers, enabling them to easily access their debt records and set up more achievable repayment terms. The portal puts millions of consumers back in control, allowing them to deal directly with lenders in a private and secure environment. Approximately 70% of users successfully negotiate debt settlements. Our goal is for five million consumers to be registered on the portal by March 2015.
Research shows that 58% of Brazil's consumers claim not to know about their unpaid debts.
Our corporate responsibilities continued
Our differentiators
Products and services that generate social and commercial value
Each year Experian helps millions of organisations manage credit risk, prevent fraud, target their marketing and make their decision-making more accurate and efficient. By building social benefit more deliberately into our mainstream business and utilising our unique insights, we have the potential to make a significant difference.
We have over a thousand existing products and services and have identified that many have an inherent social, as well as a commercial benefit. With an emphasis on how they can foster financial inclusion, promote financial education, and support small business entrepreneurs, an initial assessment undertaken during the last year established that the social reach of just 30 of these products is around ten million people a year.
For example, in Kenya, Ghana, Ivory Coast and the Philippines we are enabling better, cheaper access to finance through branchless banking in emerging markets. In the UK, our product, created with Big Issue Invest, has the potential to help one million social housing tenants improve their credit reports and access mainstream lending.
"Experian's programme of investment in social innovation is beginning to create true shared value. This, combined with their ambition to assess the social impact of mainstream products, really identifies them as one of the originators in inclusive business. They have set out a pioneering approach and engaged their senior leadership in its development – a company to watch!"
Community investment
| 2014 | 2013 | |
|---|---|---|
| US\$'000s | US\$'000s | |
| Funds from Experian plc | 2,299 | 1,217 |
| Financial donations and investments | ||
| from Experian subsidiaries | 2,347 | 2,676 |
| Employee time volunteered | 1,056 | 656 |
| Gifts in kind | 604 | 323 |
| Management costs | 605 | 416 |
| Total from Experian | 6,911 | 5,288 |
| As % of Benchmark PBT | 0.56% | 0.44% |
| Employee fundraising | 1,270 | 785 |
| Total value of all giving | 8,181 | 6,073 |
| As % of Benchmark PBT | 0.66% | 0.51% |
We will continue to evaluate our products and examine how they can be replicated in new regions, particularly in emerging markets, benefiting those most vulnerable in society.
Our aim over the last year was to scale up our investment in social innovation – products with a social purpose as their starting point – to help us positively impact an even greater number of people. In achieving this aim, during 2013, we invested nearly US\$700,000 to develop new concepts and products. Our employees provided a number of ideas with a wide range of social benefits and innovative business models. Of the seven we funded following a comprehensive assessment phase, the benefits for individuals ranged from a free online debt resolution service in Brazil to improved provision for children with special educational needs in North America. The case studies above describe the new services being developed in India and Brazil.
Increase in total community investment from Experian of 31%.
Our goal is that these new data and analytics products will create social benefit for an additional five million individuals, both consumers and entrepreneurs, by 2018 around the world.
Helping consumers to make informed and responsible decisions
Experian operates 19 consumer bureaux across the world, reaching millions of consumers. We are obliged by law to provide a certain level of service to consumers. We aim to exceed imposed standards and have a network of consumer champions across the globe to help us do this.
We are continually investing in new ways to improve our service and the information we provide to consumers. This includes in new markets where credit agencies have not previously existed. Following the opening of Experian's Consumer Credit Bureau in Australia, we launched our Fraud Bureau in November 2013, which enables data sharing with credit providers before fraud occurs.
In the first three months alone, fraud prediction rates increased by 14%. It is estimated that Australians lose over AUD\$1 billion a year due to personal fraud. By helping organisations share data about suspected fraud cases, this service has the potential to make a substantial difference. Around the world we help millions of people manage their credit profile and protect themselves against identity theft, as well as provide thousands of free credit reports to people in need of help through debt advice charities.
Our business model depends on people having a healthy and informed attitude to credit, enabling them to be responsible borrowers. We produce huge amounts of free educational material and our experts make regular appearances in the media to raise financial awareness. Working with the UK's national broadcaster, the BBC, we created 'heat maps' of the UK showing where people are likely to be struggling with debts, based on analysis of our databases. This offered powerful insight and highlighted the importance of financial education, particularly among those who may be vulnerable.
Working in partnership with communities
Investing in our local communities helps us build strong relationships and gives us a better understanding of their needs. It is also a culturally important part of Experian as our colleagues value the chance to support their local communities. Through these projects we develop teamwork, increase levels of employee engagement, and support individuals' personal and professional development.
The Heart of Experian Social Responsibility programme has continued to inspire our global ambition and stimulate high levels of employee engagement, but this is supported by regional projects with a local flavour, embracing volunteering and neighbourhood charities relevant to our employees' and local needs. Our aim in the last year was to increase both our financial investment and employees' work time in supporting sustainable community programmes. Experian invested US\$6.9m in community activity, and over 24,000 hours were volunteered in working time – the most since becoming an independent public company in 2006.
Through our long-standing partnership with PFEG (Personal Finance Education Group) we have begun a programme to transform 21 primary schools in some of the UK's most disadvantaged areas, as pinpointed using Experian's Mosaic database, into Centres of Excellence in financial education. As part of this, trained Experian volunteers have been matched to schools to offer support to teachers in the classroom. This is just one of the 12 financial education programmes around the world we have supported this year.
In the US, we donated 80,000 free annual memberships to freecreditscore.com – Experian's credit profile checking service – in support of the National Foundation for Credit Counseling ('NFCC') Sharpen Your Financial Focus programme. These memberships have started to be redeemed and are offered to consumers who seek financial advice from a NFCCcertified financial professional. This is the largest donation of its kind ever awarded by Experian.
In Chile, we are working with a local NGO, Fundación Banigualdad, who are creating three training centres to help small businesses in the most deprived areas of the country. Local experts, along with volunteers from Experian, will offer advice and guidance to help entrepreneurs develop robust business plans, based upon which they can apply for micro-loans to start or grow their business. In the UK, our work with the Prince's Trust has supported the creation of 57 new businesses in the East Midlands and London.
Our fundamentals
To enable us to be a successful business and deliver on our aim to help communities realise their social and economic potential, we must ensure the fundamentals of our business are right.
Our most significant environmental impact relates to the way we run our offices, particularly our use of energy, our travel and the waste we generate. Our long-standing environmental programme, with employee champions located around the world, helps us to effectively monitor, manage and minimise these impacts.
During the latest year we have focused on energy use, which is driven to a large extent by the power required to run our data centres. These centres are critical to our business and need to be available for our clients 24 hours a day, seven days a week. As we reduce energy use, then we also reduce operating costs and indirect CO2 e emissions. We have a number of projects underway, including an 'ecocooling' project at one of our major data centres in the UK which has reduced electricity consumption by 11% since the start of the project, achieved by lessening the amount of air conditioning needed for cooling servers.
Over 24,000 hours volunteered in working time – the most since becoming an independent public company in 2006.
Case study
Manage Your Future Now, Turkey
Our Heart of Experian Social
Responsibility programme aims to foster financial inclusion, promote financial education and support small business entrepreneurs. The Manage Your Future Now project in Turkey works to achieve all three, promoting financial awareness and education to 18 to 30 year olds and small businesses.
The project is run over two phases; the first targets university students and young people, the second targets small businesses and entrepreneurs. Our employees facilitate 'train the trainer' workshops for participants across each phase, and these trainers then cascade the learning to their peers, via their own workshops. To date, the project has reached over 4,000 young people from 23 cities across Turkey and over 200 SMEs.
To date, the project has reached over 4,000 young people from 23 cities across Turkey.
Our corporate responsibilities continued
Globally, our CO2 e emissions normalised by revenue (US\$1,000) have reduced by 1.3%, helping us work towards our 5% reduction target over three years.
The current and future success of our business is predicated on the ability to effectively use and protect vast amounts of data. This becomes even more imperative as the amount of data generated and used by organisations and consumers grows.
Data protection is the responsibility of every employee, supported and directed by dedicated teams across Experian. In 2013, we designed new, more user-friendly training packages for all employees, entitled Security Fundamentals, rolling this out via employee training programmes and compliance monitoring. We maintain a comprehensive information security programme which contains safeguards appropriate to the sensitivity of the information we keep and we require all employees to complete an annual review of data security practices. As a custodian of data we must comply with relevant laws, but we also have a responsibility to stimulate debate and help evolve industry guidelines and new legislation. As we do, we seek to increase transparency, protect data privacy and contribute to a culture of compliance with the highest standards of integrity. For example, in Europe, Experian is represented at the International Association of Privacy Professionals ('IAPP'), a global organisation specialising in information privacy. Through the IAPP, Experian has been able to share views on plans to reform EU data protection legislation to ensure that the potential impacts to the credit industry are heard and understood.
The success of our CR programme relies heavily on the engagement, passion and commitment of our people. They are the driving force behind our product innovation, the key people in developing trusting relationships with consumers; and they have the knowledge and understanding of the communities of which they are a part.
As part of building a culture of engagement and innovation, we asked our people for their ideas on how Experian could make a greater contribution to society. A number of enthusiastic employees took part, from which six social responsibility Ambassadors were chosen. Their role was to act as a regional champion for the Heart of Experian Social Responsibility programme, giving them an opportunity to turn their ideas into positive action. They were also invited to represent Experian at the One Young World conference held in South Africa in October 2013. As a testament to this successful initiative, the 2013 Ambassadors will act as mentors for a new cohort recruited in 2014.
More information on our people, and on how we are becoming a sought-after employer in all our regions, can be found in the Our people section.
Human rights
The Group welcomes the increasing focus on business and human rights. We aim to reflect the principles of human rights in our values and in the ethical and responsible way we run our business, as described in our Global Code of Conduct and policies on our website. Our Global Code of Conduct sets expectations for employee conduct and helps us make the right business decisions for our clients, shareholders and the global consumers we serve each day. The Group also has HR policies, a global Health and Safety policy, global Anti-Bribery and Corruption policies and Supply Chain guidelines which cover our key human rights risks. We believe our risks in this area are low, but should these change, we will undertake a review of our framework.
Committed to mutual growth
This year has been one of considerable transformation for Experian's CR programme. We will continue to build on our work, taking advantage of our global scale and the unique skills and insights we can offer, while making sure our business operates responsibly and efficiently.
We are committed to a sustainable model of growth where social and commercial benefits are not exclusive, one that recognises the contribution we can make to help communities realise their social and economic potential, as well as creating future business opportunities.
Strategic report
The strategic report was approved by a duly authorised Committee of the Board of directors on 6 May 2014 and signed on its behalf by:
Charles Brown
Company Secretary
6 May 2014
Global greenhouse gas ('GHG') emissions data for the year ended 31 March 2014
| Thousand tonnes of CO2 e |
||
|---|---|---|
| Emissions from: | 2014 | 2013 |
| Scope 1 (Combustion of fuel and operation of facilities) | 5.20 | 5.86 |
| Scope 2 (Electricity, heat, steam and cooling purchased for own use) |
47.96 | 46.45 |
| Kilograms of CO2 | e per US\$1,000 | |
| Scope 1 and Scope 2 CO2 e emissions normalised by revenue (US\$1,000) |
10.98 | 11.06 |
Methodology
We have reported on all the emission sources in line with the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013. These sources fall within our Group financial statements. There are no material exclusions from this data. The data has been prepared in accordance with the UK Government's Environmental Reporting Guidance (2013 version). As a result of the change to the Department for Environment, Food and Rural Affairs GHG conversion factors for company reporting published in 2013, the 2013 greenhouse gas emission totals have been restated.
Detailed information on Experian's environmental performance and the methodology for the measurement of greenhouse gas emissions is available at www.experianplc.com/crreport.
Governance: Chairman's introduction
"The Board changes are the start of a new era for the Group. At the forefront of your Board's thinking was ensuring the continuity of the leadership team and maximising the likelihood of preserving Experian's unique and successful culture."
Sir John Peace Chairman
The UK Corporate Governance Code encourages chairmen to personally report on how the principles relating to the Board's role and effectiveness have been applied. This year, I would like to reflect from a governance perspective on the Board changes that we have announced since January, and how they contribute to the principle that the Company be headed by an effective Board.
- In January, we announced that Don Robert, the current Chief Executive Officer, would be appointed as Chairman in my place, and that Brian Cassin, the current Chief Financial Officer, would be appointed as Chief Executive Officer. These changes will take effect from the conclusion of the AGM on 16 July 2014.
- We also announced in January that George Rose would be appointed as Deputy Chairman and Senior Independent Director. This change will also take place with effect from the conclusion of the AGM on 16 July 2014.
- In April, we announced the appointment of Lloyd Pitchford as Chief Financial Officer from September 2014, and the appointment of a new nonexecutive director, Jan Babiak, with effect from 29 April 2014.
• We are also announcing the appointment of Kerry Williams as Chief Operating Officer and as an executive director, to succeed Chris Callero who will retire with effect from the conclusion of the AGM on 16 July 2014.
These are important changes for the Company and the Group. The Board focused extremely hard on securing the best possible succession plan, to ensure Experian's continuing success.
Appointment of the Chairman
I have had the privilege of leading this unique and successful Group for many years. Since Experian became an independently quoted company in 2006, I have enjoyed being part of one of the most stable leadership teams in the FTSE 100 and, together with Don Robert, having contributed to the conditions in which Experian has successfully grown from its Nottingham roots to become the global leader in data and analytics.
The Board acknowledges the UK Corporate Governance Code's recommendation that a chief executive should not go on to become chairman of the same company; and that if, exceptionally, a board decides that a chief executive should become chairman, it should consult major shareholders in advance and set out its reasons to shareholders.
Before concluding that the appointment was in Experian's best interests, and that it would promote Experian's success for the shareholders as a whole, the Nomination and Corporate Governance Committee and the Board carefully considered what the Group required from its Chairman, and specifically how to best ensure the Group's success over the longer term. The key criteria for the role included a Chairman with:
- a global business perspective and outlook, with experience of a number of our markets;
- experience in relevant market sectors and knowledge of the challenges these sectors face;
- compatibility with the new Chief Executive Officer, to ensure good working relationships and the continuation of Experian's teambased culture;
- a good fit with the Board as a whole;
- excellent credentials across the equity market; and
- an impeccable overall reputation.
In addition, the Board believed that the new Chairman would need to: be fully committed to the role; able to understand and preserve Experian's unique and successful culture; provide the new Chief Executive Officer with advice and guidance on a highly complex and rapidly changing business; manage the Board; and, importantly, be able to provide broad leadership and oversight of our strategic direction.
The Nomination and Corporate Governance Committee considered external and internal candidates. Having undertaken a rigorous process led by Sir Alan Rudge, Deputy Chairman and Senior Independent Director, it concluded that Don Robert was the outstanding candidate for this position and recommended his appointment to the Board. The Board unanimously approved his appointment and believes that Experian will derive substantial benefit from ensuring the continuity of the senior leadership team into the medium term, while maximising the likelihood of preserving our culture. The appointment process undertaken is described in the Nomination and Corporate Governance
Committee report.
P71
Don has been with Experian for 12 years, the last nine of which have been as Chief Executive Officer. He has an outstanding record of performance and of increasing shareholder value and is highly regarded by all our stakeholders. Your Board firmly believes that he has the right balance of competencies and the necessary experience to provide Experian with the overall leadership it requires through the next phase of its growth and development.
Appointment of Chief Executive Officer
The Board also appointed Brian Cassin as Chief Executive Officer. He was an adviser to Experian for more than eight years and has been our Chief Financial Officer for two years.
Brian brings a wealth of experience to the Chief Executive role, both from his time at Experian and at Greenhill & Co, where he was a Partner and Managing Director with 20 years' experience in the corporate finance advisory sector, including being a leading adviser to GUS plc ahead of Experian's demerger. As such, he possesses strong knowledge of and insight into the business.
As Chief Financial Officer, Brian joined the Experian Board in April 2012, and his operational performance and contribution to the Board have been exemplary. He has shown a broad range of operational competencies, including clear leadership and strong, decisive management skills, coupled with deep commercial acumen and a firm grasp of strategic objectives. The Board strongly believes that these competencies make him an exceptional choice for the role of Chief Executive Officer.
Appointments of Chief Financial Officer and Chief Operating Officer
The Board has also appointed Lloyd Pitchford as Chief Financial Officer, and he will join in September 2014. Lloyd has been Chief Financial Officer of Intertek Group plc since April 2010 and, coming to us from a FTSE 100 company, will bring deep financial knowledge and considerable experience, built up through an impressive career working in complex, multinational organisations. During his time at Intertek, he has held a wide portfolio of responsibilities, helping to deliver significant growth in financial performance.
We are also announcing that our Chief Operating Officer, Chris Callero, has decided to retire from the Board, and will be succeeded by Kerry Williams, who will take up his new position and join the Board as an executive director following Chris's retirement at the AGM in July 2014. Kerry most recently assumed the post of Deputy Chief Operating Officer for Experian, and has immense experience and deep knowledge of Experian's businesses across the world, which will be of significant benefit to the Group in the future.
Independence of the Board
The Board clearly recognises shareholders' need and desire for appropriate independence on the Board as a whole. It therefore appointed George Rose as Deputy Chairman and Senior Independent Director with effect from Sir Alan Rudge's retirement on 16 July 2014. George was appointed to the Board in September 2012.
In addition, the Company appointed Jan Babiak as an independent non-executive director, to strengthen further what is already a very capable and experienced Board. Experian will, as a result, continue to have a Board with a substantial majority of independent directors, who will ensure the Company maintains strong governance in the future.
Conclusion
Having carried out a very thorough process which considered a wide range of alternatives, the Board unanimously concluded that appointing Don Robert as Chairman and Brian Cassin as Chief Executive Officer, together with the other Board appointments, was in the Company's best interests. These appointments will ensure that the Board has the appropriate balance of skills, experience, independence and knowledge, to enable it to discharge its duties and responsibilities effectively and to best position Experian to sustain its success into the long term. P78
UK Corporate Governance Code
It is the Board's view that the Company has complied with the principles and provisions of the UK Corporate Governance Code ('Code') throughout the year ended 31 March 2014.
In January 2014, the Board announced the appointment of the current Chief Executive Officer as Chairman with effect from July 2014. The Code (A.3.1) states that a chairman should on appointment be deemed to be independent and that a chief executive should not go on to be chairman of the same company. However, the Code goes on to state:
"If exceptionally a board decides that a chief executive should become chairman, the board should consult major shareholders in advance and should set out its reasons to shareholders at the time of the appointment and in the next annual report."
The Board confirms that, in line with the Code, extensive consultations were held with shareholders in advance of the appointment and that it has set out the reasons behind the appointment to shareholders both at the time of the appointment and in this annual report.
The Corporate governance report, together with the Report on directors' remuneration, explains how the Company has applied the Code's main principles and complied with its provisions during the year. The information required by Disclosure and Transparency Rule ('DTR') 7.2 is set out in this introduction and the Corporate governance report, other than that required by DTR 7.2.6R, which is set out in the Directors' report.
Board of directors
Sir John Peace Chairman (65)
Appointed: 6 July 2006
Other current roles:
Chairman – Burberry Group plc, Standard Chartered PLC
Previous roles:
Group Chief Executive Officer and director – former GUS plc
Key skills and experience:
Many years' experience as a successful board chairman, with this strength frequently mentioned during Board reviews. An in-depth knowledge of Experian's business, due to his role in its inception and his time as Group Chief Executive Officer of GUS plc
Don Robert
Chief Executive Officer (54) Appointed:
6 July 2006
Other current roles: Non-executive director – Compass Group PLC. Director and trustee – National Education and Employer Partnership Taskforce. Trustee – Sage Hill School, California
Previous roles:
Chief Executive Officer – Experian North America. Various senior roles – The First American Corporation. President – Credco, Inc. Various – US Bancorp. Director – former GUS plc. Past chairman – Consumer Data Industry Association
Key skills and experience:
Record of performance and of increasing shareholder value and highly regarded by stakeholders. Has the right balance of competencies and the necessary experience to provide Experian with the overall leadership it requires in the next phase of its growth and development
Chris Callero President and Chief Operating Officer (62)
Appointed: 1 April 2009
Other current roles:
University of California, Irvine – Advisory capacity, Paul Merage School of Business. University of California, Irvine – Member, Chancellor's Chief Executive Roundtable. Segerstrom Center for the Arts – Board member
Previous roles:
Chief Executive Officer – Experian Americas. Various senior roles – Bank of America (27 years). Chief Operating Officer – Wink Communications
Key skills and experience:
Overall responsibility includes Experian business operations around the globe, and the development and management of growth initiatives to ensure the continued success of the business. Strong leadership skills, clear strategic vision and an in-depth knowledge of the business
Brian Cassin Chief Financial Officer (46)
Appointed: 30 April 2012
Other current roles: None
Previous roles:
Managing Director – Greenhill & Co. Senior roles – Baring Brothers International, London Stock Exchange
Key skills and experience:
Exemplary operational performance and contribution to the Board. A broad range of operational competencies, including clear leadership and strong, decisive management skills, coupled with deep commercial acumen and a firm grasp of strategic objectives
Fabiola Arredondo Non-executive director (47)
Appointed: 1 January 2007
Other current roles:
Managing Partner – Siempre Holdings. Non-executive director – Rodale, Inc., the World Wildlife Fund, Sesame Workshop, NPR (National Public Radio)
Previous roles:
Senior operating positions – Yahoo!, the BBC, Bertelsmann AG. Non-executive director – Saks, Inc., Bankinter S.A., BOC Group plc, Intelsat Corporation
Key skills and experience:
Brings directly relevant international strategic and operational experience in the technology and media sectors, including a senior role at a pre-eminent global internet company. Has extensive leading international non-executive directorship experience and qualifications including an MBA
Jan Babiak Non-executive director (56)
Appointed: 29 April 2014
Other current roles:
Non-executive director – Walgreens, Bank of Montreal. Council Member – Institute of Chartered Accountants in England and Wales
Previous roles:
Managing Partner and Executive Board level roles – Ernst & Young. Non-executive director – Logica plc, Royal Mail plc
Key skills and experience:
Brings important information technology security and governance, transformation and programme management knowledge. A qualified accountant with an MBA, has excellent non-executive credentials and has operated globally throughout career
Audit Committee Remuneration Committee Nomination and Corporate Governance Committee
Company Secretary: Charles Brown FCIS Independent Auditors: PricewaterhouseCoopers LLP, Chartered Accountants and Recognized Auditor
Roger Davis Non-executive director (57) Appointed:
1 January 2007
Other current roles:
Chairman – Experian plc Remuneration Committee. Chairman – Gem Diamonds Limited, Sainsbury's Bank
Previous roles:
Chief Executive Officer – Barclays UK banking operation. Board member – Barclays PLC. Chairman – Cabot Credit Management. Various roles – Flemings and BZW
Key skills and experience:
Over 20 years' experience leading and managing change at large global businesses. Understands what is required to effectively manage a large organisation as a result of extensive executive and nonexecutive experience
Alan Jebson Non-executive director (64)
Appointed: 1 January 2007
Other current roles: Chairman – Experian plc Audit Committee. Non-executive director – Vodafone Group plc
Previous roles:
Group Chief Operating Officer, Group Chief Information Officer – HSBC Holdings plc. Non-executive director – MacDonald Dettwiler
Key skills and experience:
Information technology, global resourcing and an operational background that are invaluable at a large global business like Experian, where issues around server technology and information security are of great importance. A qualified chartered accountant, with top-level nonexecutive experience
Deirdre Mahlan Non-executive director (51) Appointed:
1 September 2012
Other current roles: Chief Financial Officer – Diageo plc
Previous roles:
Deputy Chief Financial Officer, Head of Tax and Treasury – Diageo plc. Senior Vice President, Chief Financial Officer – Diageo North America. Vice President of Finance – Diageo Guinness USA. Various senior finance roles – Joseph Seagram and Sons, Inc. PricewaterhouseCoopers
Key skills and experience:
A qualified accountant with an MBA, with many years' experience in senior finance roles. Currently a board member at Diageo plc, so understands the operational challenges of a global public company
Sir Alan Rudge Deputy Chairman and Senior Independent Director (76)
Appointed:
6 September 2006
Other current roles:
Chairman – Experian plc Nomination and Corporate Governance Committee. President – The ERA Foundation Limited
Previous roles:
Pro Chancellor – Surrey University. President – CELTEL International B.V. Non-executive director – S.E.S.A. AG. Special Advisor – General Atlantic Partners. Chairman – Board of Management of the Royal Commission for the Exhibition of 1851, ERA Technology, WS Atkins. Deputy Chief Executive – BT. Non-executive director – former GUS plc. Past Chairman – Engineering and Physical Sciences Research Council. Past President – Institution of Electrical Engineers
Key skills and experience:
Many years' experience in general management and technology roles, giving a broad knowledge of operational issues. Holds a PhD in electrical engineering, has a deep understanding of Experian's business and a wealth of experience as a member or chairman of other boards
George Rose Non-executive director (62)
Appointed: 1 September 2012
Other current roles:
Non-executive director (and audit committee chairman) – Genel Energy plc, Laing O'Rourke plc. Member – Industrial Development Advisory Board
Previous roles:
Group Finance Director, Director of Finance and Treasury – BAE Systems plc. Senior finance positions – Leyland DAF plc, Rover Group (and finance graduate trainee at Ford). Nonexecutive director – National Grid plc, SAAB AB, Orange plc
Key skills and experience:
Career has included high-level finance positions, including at board level with BAE Systems plc. Continues to hold non-executive positions with leading companies
Judith Sprieser Non-executive director (60) Appointed:
1 June 2010
Other current roles:
Vice Chair – Royal Ahold N.V. Nonexecutive director – Reckitt Benckiser Group plc, Allstate Corporation, InterContinental Exchange, Inc.
Previous roles:
President and Chief Executive Officer – Transora. Executive Vice President, Food Operations, Chief Financial Officer – Sara Lee Corporation. Nonexecutive director – USG Corporation, Adecco SA
Key skills and experience:
Relevant experience of providing insight into customer decision-making, and a wealth of international experience. An experienced non-executive director who has chaired both audit and remuneration committees
Paul Walker Non-executive director (56)
Appointed: 1 June 2010
Other current roles:
Non-executive Chairman – Perform Group plc, Halma plc, WANdisco plc. Chair – Newcastle Science City Partnership. Director – Entrepreneurs' Forum
Previous roles:
Chief Executive Officer, Finance Director, Financial Controller – The Sage Group plc. Non-executive director – Diageo plc, MyTravel Group plc. Ernst & Young
Key skills and experience:
Spent 16 years as chief executive officer of a FTSE company, giving a great understanding of the challenges of running a global business. An economics graduate with a strong financial background and high-level non-executive experience
Corporate governance report
Governance framework
Group Operating Committee committees
The committee comprises the most senior executives from the Group. Its remit includes identifying, debating and achieving consensus on issues involving strategy, growth, people and culture, and operational efficiency. It also focuses on ensuring strong communication and co-operative working relationships among the top team. Its meetings tend to be issues-oriented and focus on selected Group issues worthy of debate.
Strategic project committees (global and regional)
These committees comprise the most senior global and regional executives. The committees' remit is to oversee a process to ensure that all strategic projects are appropriately resourced, risk-assessed and commercially, financially and technically appraised. Depending on the outcome of the discussions, the committees' conclusions are then considered by the relevant Group company for approval.
Risk management committees (executive, regional and global operations)
The Executive Risk Management Committee ('ERMC') comprises senior Group executives, including the executive directors and the Company Secretary. Its primary responsibility is to oversee the management of global risks. The regional risk committees oversee the management of regional risks, consistent with Experian's risk appetite, strategies and objectives. Global operational risks, including technology and project risks, are monitored by a global operations risk management committee.
Internal Audit
Internal Audit conducts a range of independent audit reviews throughout the Group during the year and is represented at each Audit Committee meeting. Internal Audit's plans, results and key findings are presented to and discussed with the Audit Committee. The internal audit programme and methodology are aligned to the risk categories and risk assessment parameters established by the global risk management function. It also makes use of risk assessment information at a business level, in planning and conducting its audits.
Delegated authority flow
See Board section which follows.
These are Group companies to which the Board has delegated certain decisionmaking powers, for example implementing decisions agreed in principle by the Board; executive management of the operations of the Group within the strategy and budget approved by the Board; acquisitions and disposals with a value up to US\$20m, and capital expenditure projects.
Board
Audit Committee See Audit
Remuneration Committee
Remuneration Committee report.
Nomination and Corporate Governance Committee
See Nomination Governance Committee
Global Delegated Authorities Matrix
This key document pieces together the schedule of matters reserved to the Board, the Board committees' terms of reference and the authority levels for the Group's principal subsidiaries, directors and senior executives. For matters not reserved to the Board, the matrix prescribes the cascade of authorities delegated throughout the Group by respective Group companies, together with the monetary limits of these delegations. The matrix is reviewed and refreshed regularly and the Board monitors the exercise of delegations to the Group's principal subsidiaries, which are reported to it at each Board meeting. Regional matrices are also in place.
BOARD
Composition
The Board currently comprises the Chairman, three executive directors and nine independent non-executive directors, including a Deputy Chairman. As explained in the Chairman's introduction, with effect from 16 July 2014, Don Robert has been appointed as Chairman, Brian Cassin has been appointed as Chief Executive Officer, George Rose will succeed Sir Alan Rudge as Deputy Chairman and Senior Independent Director and Kerry Williams will succeed Chris Callero as Chief Operating Officer. Lloyd Pitchford has been appointed as Chief Financial Officer, and will join in September 2014, and Jan Babiak was appointed as a non-executive director on 29 April 2014.
What is the Board's role?
The Board sets Experian's strategic direction and ensures that we have the necessary financial and human resources to achieve our goals. In January each year, senior management presents the proposed strategy for the following financial year to the Board. This allows the Board to critically review the proposed strategy with management and, at the January Board meeting, consider the strategy for approval. The budget discussions in March ensure that Experian has the right resources to deliver the agreed strategy, and include detailed focus on both regional and global business line budgets.
The Board also monitors management and financial performance against the Group's goals. To enable it to do this, the Board receives operational and financial updates at every scheduled Board meeting, and receives financial updates between meetings. The Board also receives post-investment reviews on an agreed timeline, for any acquisitions it has approved.
It is not possible, or correct, for the Board to be involved in managing the Group's day-to-day activities. However, the Board is
Attendance at Board and principal committee meetings
| Board | Nomination and Corporate Governance Committee |
Remuneration Committee |
Audit Committee |
|
|---|---|---|---|---|
| Sir John Peace | 100% – 6/6 (–) | 100% – 6/6 (–) | n/a | n/a |
| Don Robert | 100% – 6/6 (1) | 83% – 5/6 (–) | n/a | n/a |
| Chris Callero | 100% – 6/6 (2) | n/a | n/a | n/a |
| Brian Cassin | 100% – 6/6 (1) | n/a | n/a | n/a |
| Fabiola Arredondo | 83% – 5/6 (2) | 100% – 6/6 (1) | 100% – 4/4 | 100% – 5/5 |
| Roger Davis | 100% – 6/6 (–) | 100% – 6/6 (–) | 100% – 4/4 | 100% – 5/5 |
| Alan Jebson | 100% – 6/6 (1) | 100% – 6/6 (1) | 100% – 4/4 | 100% – 5/5 |
| Deirdre Mahlan | 83% – 5/6 (–) | 83% – 5/6 (–) | 75% – 3/4 | 80% – 4/5 |
| George Rose | 100% – 6/6 (–) | 100% – 6/6 (–) | 100% – 4/4 | 100% – 5/5 |
| Sir Alan Rudge | 100% – 6/6 (1) | 100% – 6/6 (1) | 100% – 4/4 | 100% – 5/5 |
| Judith Sprieser | 83% – 5/6 (2) | 100% – 6/6 (1) | 100% – 4/4 | n/a |
| Paul Walker | 100% – 6/6 (1) | 100% – 6/6 (1) | 100% – 4/4 | 100% – 5/5 |
Includes, in brackets, attendance at two ad hoc Board meetings and one ad hoc Nomination and Corporate Governance Committee meeting during the year. Percentage calculations do not include attendance at the ad hoc meetings.
accountable to shareholders for delivering financial performance and long-term shareholder value. To achieve this, the Board has put in place a framework of controls, which enables the Group to appraise and manage risk effectively, through clear and robust procedures and delegated authorities. In addition, the Board has reserved certain key activities to itself for decision, including:
Strategy and management – approval and oversight of Experian's long-term objectives and commercial strategy, ensuring that the necessary financial and human resources are in place to meet the objectives.
Management oversight – review of operating, financial and risk performance.
Regulatory and statutory activity – including approval of the Group's results, key stakeholder documents and dividends.
Finance and treasury – approval of the framework for the Group's finance, banking and capital structure arrangements.
Appointments – approval of appointments, on the Nomination and Corporate Governance Committee's recommendation.
Approval of Group policies –
including, for example, an anti-corruption policy, a gifts and hospitality policy, a global code of conduct and a global compliance policy.
Board meetings
The Board meets regularly during the year and on an ad hoc basis when required. Each scheduled meeting is normally held over two or three days, with Board committee meetings also taking place during this time. This meeting structure enhances the effectiveness of the Board and its committees.
The Board holds at least one overseas meeting each year, which allows management across the Group to present to the Board and to meet the directors informally. This year, the September Board and committee meetings were held over three days in Dallas, Texas.
Corporate governance report continued
What did the Board do during the year?
The Board's key activities during the year are set out below. These include activities related to the Group's strategy, which the Board decided on in the light of its risk appetite and risk management processes.
Investor relations
- Received an investor relations and media update at each Board meeting.
- Reviewed draft full and half-year financial results presentations, for analysts and institutional shareholders.
- Engaged with shareholders, through the Remuneration Committee, on proposed remuneration arrangements for 2013/14.
- Engaged with shareholders, through the Deputy Chairman and Senior Independent Director, on proposed Board changes and appointments.
Operational and financial performance, including monitoring
- Received operational and financial updates from the Chief Executive Officer and Chief Financial Officer respectively, at each scheduled Board meeting.
- Reviewed monthly finance reports, including details of performance against budget and the Group's financial position.
- Approved the Group's annual report and full and half-year financial results, and made recommendations regarding dividend payments.
- Approved the issue of £400m 3.5% bonds due 2021, and the establishment of a US\$1.64bn commercial paper programme, under which the Group has issued paper.
- Received the Group's budget presentation for 2014/15 and received updates on Group insurance and pension arrangements.
Length of tenure of directors at 31 March 2014*
0–5 years Over 5 years
Corporate development
- Received an update at each Board meeting on the corporate development pipeline.
- Approved the acquisitions of Passport Health Communications and The 41st Parameter.
- Conducted post-investment reviews on the 2011 acquisitions of DP Information, SafetyWeb, Medical Present Value, RiskDisk, Virid and Computec.
Governance and risk
- Approved a number of Board changes and appointments, on the recommendation of the Nomination and Corporate Governance Committee.
- Reviewed risk reports and the appropriateness of preparing the financial statements on a going concern basis.
- Received regular updates on corporate responsibility issues, and the annual environmental and health and safety updates.
- Reviewed the findings of the 2014/15 external Board evaluation, approved amendments to Board committee terms of reference, authorised Board members' potential conflicts of interest and approved the annual re-election of Board members.
- Received details of Board members' share dealings and external appointments.
Strategy
- Received presentations from the Group's senior leaders at the annual 'strategy day', including consideration of the Group's operational strategy and potential growth opportunities.
- Presentations included those covering vertical markets, sales effectiveness, technology, Consumer Services, Brazil and Credit Services, along with an update on the Heart of Experian initiative and financial analysis.
- Approved the Group's strategy for 2014/15.
Balance of executive and nonexecutive directors at 31 March 2014
Other
at 31 March 2014
Balance of male and female directors
Male Female
Board, committee and director effectiveness review
An external evaluation of Board and committee effectiveness was carried out during the year by Sheena Crane (who has no other connections with the Group) to provide the Board with greater insights into its performance and to identify opportunities to further increase and improve its overall effectiveness. Ms Crane conducted the evaluation in February/ March 2014, and attended the Board meeting in March 2014 to present her conclusions.
Set out below are details of the progress since the prior year's internal evaluation, and the Board's effectiveness objectives for the coming year. The external evaluation process was complemented with separate meetings between each director and the Chairman. The evaluation of the Chairman himself was undertaken by the Deputy Chairman and Senior Independent Director, taking account of the input of the Chief Executive Officer and the other directors.
Progress report on Board evaluation priorities identified in the 2012/13 internal evaluation
Strategy
The Board continued to focus on their key development role in determining strategic direction, including an increased spotlight on an increasingly regulated environment for the Group (e.g. the UK Financial Conduct Authority assuming responsibility for consumer credit regulation with effect from 1 April 2014) and elevated focus on risk assessment of new opportunities.
Board and committee composition
Several key Board changes were considered during the year due to retirements and promotions. The Nomination and Corporate Governance Committee and the Board spent a significant amount of time focused on this area, including further development of the Board succession plan to ensure it remained robust and fit for purpose taking account of the strategic direction of the Group.
The announcement in January 2014 of the appointment of the Chief Executive Officer as Chairman and the Chief Financial Officer as Chief Executive Officer (as well as other Board changes) was the culmination of a carefully and thoughtfully considered succession process, which was agreed by the Board and then shared with the investor community.
Management succession
Continued development of the talent pool remained a high priority for the Group and for the Board. Board members received opportunities to meet with key talent and potential future leaders during the year, including on their visit to Dallas, Texas and at other Board meetings.
Board visits
The Board continued to make visits, and receive presentations, in respect of its key markets, as highlighted elsewhere in this Corporate governance report. These provided the Board with excellent insights into those key markets.
Board effectiveness objectives for 2014/15
Strategy
This year the Board will continue to monitor the Group's business portfolio and geographies, with a focus on longer term direction to help the Board make appropriate strategic choices and to prioritise investment and resource allocation.
Regulatory environment
Given its increasing relevance for the Group, the Board will ensure that the Group remains fully equipped to deal with the rapidly evolving regulatory environment. It will monitor, support, challenge and recommend ways to remain at the forefront of embedding best practice.
Risk management
One of the Board's ongoing key requirements is that the Group has robust processes in place to identify, evaluate and manage their key risks. In the coming year more time and emphasis will be placed on evaluating key risk areas including emerging market and acquisition risk.
Succession and talent development
The Board will continue to provide significant focus on matching succession and talent development with the strategic challenges facing the Group to ensure there are the available capabilities and talent to succeed. This will include the appointment of two new independent non-executive directors to further strengthen the Board (one was appointed in April 2014).
Board development
Overseas visits are a key source of development for individual non-executive directors as well as for the whole Board. This year the Board will continue their programme of key regional market visits, and this will provide them with deeper insights into local issues, risk, culture, talent and related matters.
Experian website
The Experian website (www.experianplc.com) contains additional information on our corporate governance. There you will find:
- Terms of reference of the principal Board committees.
- The schedule of matters reserved to the Board.
- The Company's memorandum and articles of association.
- Details of AGM proxy voting by shareholders, including votes withheld.
- Schedule of responsibilities of the Chairman and Chief Executive Officer.
Corporate governance report continued
Board support
The Group Corporate Secretariat, under the leadership of Charles Brown, the Company Secretary, provides administrative and logistical support to the Board. The Company Secretary is also responsible for:
- corporate governance, statutory and listing, prospectus, and disclosure and transparency rules compliance and reporting;
- shareholder services;
- enterprise risk management; and
- corporate responsibility.
He is secretary to the Board, its principal committees and the Global Strategic Projects Committee, and is a member of the Group Operating Committee.
All directors receive financial and operational information each month, to help them discharge their duties. Board papers are circulated at least a week ahead of each Board meeting, to ensure directors have time to review them before meetings.
Directors have access to independent professional advice at the Company's expense, if they consider it appropriate. No director obtained any such advice during the year ended 31 March 2014.
Induction and training
There is an induction programme for all new non-executive directors. Directors also receive ongoing training, to ensure they can appropriately perform their duties. During the year, the Board received training which included the following:
Latin America – an overview from the Managing Director, Spanish Latin America, which included details of people engagement, results and FY13 performance, the competitive landscape, growth strategy and opportunities for the future.
Verticals – a presentation from the Managing Director, UK and Ireland, and the Managing Director, Global Sales Operations, on the Group's vertical progress to date, the changing business landscape and details of growth acceleration planning.
Information security – an update led by the Chief Information Security Officer, Application Security Director and the Director of Investigations, on security issues for Experian, including application security and incident management.
Asia Pacific – an overview from the Chief Executive Officer and the Chief Operating Officer for the region, which included a regional overview and details of opportunities, competition, strategy and growth areas.
Conflicts of interest
The Company's articles of association allow the Board to authorise actual or potential conflicts of interest. The authorisation procedure involves Group Corporate Secretariat issuing guidance and a questionnaire each August, asking directors to identify any conflicts
Chairman and Chief Executive Officer
Chairman's responsibilities include:
Running the Board effectively and ensuring that the Board as a whole plays a full and constructive part in developing and determining the Group's strategy and overall commercial objectives.
Promoting the highest standards of integrity, probity and corporate governance throughout the Group and particularly at Board level.
Ensuring that the Board receives accurate, timely and clear information on the Group's performance and the issues, challenges and opportunities facing the Group.
Ensuring effective communication with the Company's shareholders, including by the Chief Executive Officer, the Chief Financial Officer and other executive management, and ensuring that members of the Board develop an understanding of the views of the Company's major investors.
or potential conflicts, which the Board considers at its September meeting.
In addition, directors are expected to advise the Company Secretary of any actual or potential conflicts as soon as they arise, so the Board can consider them at the next available opportunity. In the Board's view, this procedure operated effectively during the year under review.
Chairman and Chief Executive Officer
As explained in the introduction to the Governance section, Don Robert will succeed Sir John Peace as Chairman and Brian Cassin will succeed Mr Robert as Chief Executive Officer, both with effect from 16 July 2014. Mr Robert will be non-executive Chairman, and the existing written separation of the roles of the Chairman and the Chief Executive Officer
Chief Executive Officer's responsibilities include:
Running the Group's business, and developing the Group's strategy and overall commercial objectives.
Implementing, with the executive team, the decisions of the Board, its committees and the principal subsidiaries.
Maintaining a dialogue with the Chairman on the important and strategic issues facing the Group and ensuring that the Chairman is alerted to forthcoming complex, contentious or sensitive issues.
Leading the communication programme with shareholders. will remain in force. This clear separation was not amended in any respect when the Board resolved to make the appointments. The schedule of responsibilities of the Chairman and the Chief Executive Officer is available on the Company's website, www.experianplc.com, and an extract appears on the previous page.
Senior Independent Director
The Senior Independent Director is the Deputy Chairman, Sir Alan Rudge. George Rose has been appointed to succeed Sir Alan as Senior Independent Director (and Deputy Chairman), and this change will take place with effect from the conclusion of the AGM on 16 July 2014. The Senior Independent Director is available to meet shareholders who have concerns that cannot be resolved through discussion with the Chairman, the Chief Executive Officer or the Chief Financial Officer, or where such contact is inappropriate.
Non-executive directors
Appointment
Non-executive directors are initially appointed for a term of three years which may, subject to satisfactory performance and election or re-election by the shareholders, be extended by mutual agreement. Non-executive directors normally serve for a maximum of nine years, through three, three-year terms.
Meetings of non-executive directors
In addition to attending Board and committee meetings, the non-executive directors normally meet without the executive directors present at the end of each scheduled Board meeting. The non-executive directors also meet at least once a year without the Chairman present, and did so a number of times during the year.
Independence
The Board considers each of the current non-executive directors to be independent in character and judgment and that there are no relationships or circumstances that are likely to affect (or could appear to affect) each director's judgment.
Board training – Dallas
The Board visited Dallas, Texas, in September 2013 and spent time at the Group's National Consumer Assistance Centre and other operational facilities, including a data centre. The Board also received in-depth training presentations from senior executives, as follows:
Review of the regulatory environment – including a review of the Group's activities, updates on the political and regulatory environment, the risks and opportunities for the Group and appropriate strategies for operating in an increasingly regulated environment.
Customer service – sessions covering areas such as building the Experian brand so it becomes the most trusted consumer brand for credit information and identity protection services, building a world-class consumer experience and empowering the consumer.
Technology and information technology strategy – including details of achievements to date, the Technology team's strategic objectives, the key programmes deployed around the Group and potential innovations.
Vertical markets and channels business reviews – the vertical markets and channels reviewed were retail, US public sector, automotive, healthcare, affinity and SME (small and medium enterprises).
Relations with shareholders and others
Set out below are a few of the ways in which the Company interacts with investors and others, and keeps abreast of their views:
Board – an investor relations and media report is circulated before every Board meeting, and contains a commentary on the investment community's perception of the Company, media reports, share price performance and analysis.
Consultation with investors –
this year, the chairmen of both the Remuneration Committee and the Nomination and Corporate Governance Committee consulted major investors and others. Roger Davis and Sir Alan Rudge respectively discussed future remuneration arrangements and Board changes. Sir Alan also held a number of meetings with investors and representative bodies.
Investors and analysts – the executive team has an ongoing programme of dialogue and meetings with institutional investors and analysts, at which they discuss a wide range of issues including strategy, performance, management and governance, within the constraints
of information already made public. The announcement of the annual and halfyear results and interim management statements provide opportunities for the Company to answer questions from analysts covering a wide range of topics. Investor roadshows took place during the year in Dublin, London, Edinburgh, Boston, Sydney, Melbourne and Singapore.
Annual general meeting ('AGM') –
this important event provides a valuable opportunity for the Board to communicate with shareholders and to meet them informally before the main business of the meeting. All directors are expected to attend the AGM.
The 2014 AGM will take place on Wednesday 16 July 2014. Shareholders are encouraged to attend and to use the opportunity to ask questions. However, if it is not practical for shareholders to attend, we encourage them to use proxy voting on the resolutions put forward, all of which (with the exception of procedural resolutions) are taken by a poll. In 2013, voting levels at the AGM were 67.6% of the Company's issued share capital, compared with 69% in 2012.
Corporate governance report continued
Private shareholders – the Company Secretary, Charles Brown, oversees communication with private shareholders and the Company issues a 'Shareholder Questions' card each year with the AGM documentation. Mr Brown ensures that the Company responds to shareholders directly, as appropriate, either at or following the meeting.
Website – the Company's website is an important channel for communicating with shareholders and all material information reported to the regulatory news services is published there, together with copies of annual and halfyear results announcements and interim management statements.
Investor relations 'app' – this contains information on our financial performance, together with reports, presentations and news of upcoming events.
Risk management and internal control
The Board is responsible for establishing, maintaining and reviewing sound risk management and internal control systems, and there is an ongoing process in place for identifying, evaluating and
managing the significant risks Experian faces, including those risks relating to social, ethical and environmental matters. This process has been in place for the financial year and up to the date of approval of this annual report. Full details of the Experian risk management and internal control systems can be found in the Protecting our business section of the annual report.
As such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, they can provide reasonable, but not absolute, assurance against material financial misstatement or loss. For certain joint arrangements, the Board relies on the systems of internal control operating within the partners' infrastructure and the obligations of the partners' boards, relating to the effectiveness of their own systems.
The UK Corporate Governance Code provides that an annual review of the effectiveness of the risk management and control systems is performed and, in the manner displayed below, the Audit Committee performs this review under delegated authority from the Board. Following the review, it is the Board's
view that the information was sufficient to enable it to review the effectiveness of the Group's system of internal control in accordance with the UK Financial Reporting Council's 'Internal Control: Revised Guidance for Directors' (the 'Turnbull Guidance'), and the system has no significant failings or weaknesses.
Board committee reports
The principal Board committees are the Nomination and Corporate Governance Committee, the Remuneration Committee and the Audit Committee. The committees operate within defined terms of reference, which cover the authority delegated to them by the Board. The terms of reference are available on the Experian website at www.experianplc.com or from the Company Secretary on request. The Company Secretary is secretary to all three committees.
Throughout the year, the committee chairmen reported to the Board on the issues considered at committee meetings and the minutes of Audit Committee meetings were circulated to the Board. Reports of the activities of each of the principal Board committees follow.
| Risk management and internal control systems review process | ||
|---|---|---|
| Independent assessment |
• Internal audit reports • Internal audit fraud and whistleblowing reports • External auditors' report • Corporate responsibility independent assurance report • Review by relevant regulatory bodies (e.g. US Consumer Financial Protection Bureau) • Evaluation of external auditors • Evaluation of internal audit |
Through a combination of ongoing and annual reviews, |
| Management assurance |
• Annual executive certification of compliance with Turnbull Guidance and control adequacy • Risk management reports • Compliance reports • Information security reports • Material litigation reports • Impairment and going concern reviews • Annual report and half-yearly financial report review • Management representation letters |
the Board is able to review the ongoing effectiveness of the Group's risk management and internal |
| Board/Audit Committee approved |
• Annual internal audit plan • External auditors' engagement letter • External auditors' annual audit plan • Treasury policy review • Compliance policy review • Global Delegated Authority Matrix, which defines internal approval procedures |
control systems |
71 Governance • Corporate governance report
NOMINATION AND CORPORATE GOVERNANCE COMMITTEE REPORT
Sir Alan Rudge Chairman
Current members
Sir Alan Rudge (Chairman) Sir John Peace Don Robert Fabiola Arredondo Jan Babiak Roger Davis Deirdre Mahlan George Rose Alan Jebson Judith Sprieser Paul Walker
Primary roles
- To ensure that appropriate procedures are in place for nominating, selecting, training and evaluating directors, and that adequate succession plans are in place.
- To review the Board's structure, size, composition and succession needs, keeping under consideration at all times the balance of membership and the Board's required balance of skills, experience, independence and knowledge.
- To identify and nominate, for the Board's approval, suitable candidates to fill vacancies for non-executive directors and, with the Chief Executive Officer's assistance, executive directors. Board appointments are made on merit and against objective criteria, to ensure the Board maintains its balance of skills, experience, independence and knowledge.
- To review legislative, regulatory and corporate governance developments and make recommendations to the Board, and to ensure that the Company observes the standards and disclosures recommended by the UK Corporate Governance Code.
Governance
The Committee was in place throughout the year ended 31 March 2014 and met seven times, including one ad hoc meeting. The Board considers nine current members of the Committee, including the Committee Chairman, to be independent non-executive directors, in accordance with provision B.2.1 of the UK Corporate Governance Code. The Group Human Resources Director and the Global Talent Director attend certain meetings by invitation. The new Chief Executive Officer, Brian Cassin, will not be a member of the Committee.
Activities
The Committee spent a significant amount of time during the year considering Board succession, including Chairman succession, culminating in the changes described earlier in the Corporate governance report.
The Chairman succession process began after Sir John Peace announced in May 2013 that he intended to resign as Chairman. The Committee agreed to conduct an external search and also asked Mr Robert if he was interested in the role. The Committee considered a number of external search partners, with the Committee Chairman, Sir Alan Rudge, interviewing those shortlisted. The Committee approved the appointment of Zygos, sought shareholders' initial feedback on the Chairman role, shortlisted candidates and assessed their fit against a Committee-approved role specification. Following these actions, the Committee confirmed in principle that it supported Don Robert's appointment as Chairman, subject to further shareholder engagement and Board approval.
In terms of the Chief Executive Officer role, Spencer Stuart was engaged to assess the market for external candidates. They also undertook a comparative assessment and external benchmarking of Experian's executive leadership team. This comprised executive intelligence analysis, competency-based interviews and 360-degree feedback. The Committee reviewed the output of the exercise, then confirmed in principle its support for appointing Brian Cassin as Chief Executive Officer, subject to shareholder engagement and Board approval. Spencer Stuart also began to assess the market for Chief Financial Officer candidates, and the Committee approved the Chief Financial Officer role specification. A shortlist of candidates was developed, and further refined, and the Committee recommended the appointment of Lloyd Pitchford to the Board, which approved the appointment.
Corporate governance report continued
The Committee also considered the likely requirements for appointing a new Deputy Chairman and Senior Independent Director to replace Sir Alan Rudge, who had announced his intended retirement.
Before the Committee made any recommendation on Mr Robert's and Mr Cassin's appointments, it sought shareholder feedback on the appointments and additional safeguards to ensure sufficient independence, checks and balances, and challenge on the Board.
On the basis of the shareholder feedback and previous Committee discussions, the Committee recommended these appointments, and also the appointments of George Rose as Deputy Chairman and Senior Independent Director, an external Chief Financial Officer and a new independent non-executive director. The Board unanimously approved the appointments. Sir John Peace fully supported the appointment of his successor, but was not involved in the appointment decision. The Committee undertook further engagement with major shareholders and governance bodies after the appointments were announced, including a letter to major shareholders and investor representative bodies, and a number of meetings with such bodies.
Of the two external search consultancies used for the Chairman and Chief Executive Officer appointments, Spencer Stuart has an existing connection with the Company: it provides executive search services in respect of other roles around the Group.
During the year, the Committee also approved the process for the 2014/15 Board evaluation; received an AGM briefing from the Company Secretary, including voting results and shareholder feedback; reviewed the Committee's terms of reference; and, following rigorous review, recommended that the Board re-appoint certain directors for further terms.
The Board's diversity policy
We respect, value and welcome diversity, including gender diversity, and seek to reflect the diversity of our client, investor and general employee base in our Board. To this end, we recruit talented and diverse Board members, who have the appropriate mix of skills, capabilities and market knowledge to ensure the Board is effective. When recruiting, we look across all sectors and non-traditional talent pools, and we require diversity of candidates on our shortlists. There are further details regarding diversity below Board level in the Our people section.
Process for Board appointments
The processes for the Chairman, Chief Executive Officer and Chief Financial Officer appointments are described previously. The Committee also has an established process for appointing nonexecutive directors, which begins with the Committee agreeing the scope of the role and engaging a specialist search company to identify candidates. The Committee reviews the search company's shortlist and interviews candidates who, if thought suitable, are recommended to the Board for appointment. In accordance with the UK Corporate Governance Code and the Company's articles of association, any newly appointed director is subject to election at the first AGM following the appointment, and at every subsequent AGM, and an induction programme is developed for the new appointee. This process was followed during the year in respect of the appointment of Jan Babiak, and the specialist search company used was Lygon (who also provide other executive search services, and marketmapping services).
REMUNERATION COMMITTEE REPORT
Roger Davis Chairman
Current members
Roger Davis (Chairman) Fabiola Arredondo Jan Babiak Alan Jebson Deirdre Mahlan George Rose Sir Alan Rudge Judith Sprieser Paul Walker
Primary roles
- To recommend to the Board senior management remuneration policy and the Chairman's remuneration.
- To determine individual remuneration packages for executive directors and certain senior executives.
- To communicate with shareholders on remuneration policy.
- To review and recommend to the Board the design of the Group's short- and long-term incentive plans.
- To oversee the Group's executive pension arrangements.
Governance
The Remuneration Committee was in place throughout the year ended 31 March 2014 and met four times. The Board considers all of the Committee's members to be independent nonexecutive directors, in accordance with provision D.2.1 of the UK Corporate Governance Code. The Chairman and Chief Executive Officer attend meetings by invitation. They do not attend when their own remuneration is discussed and no director is involved in deciding his or her own remuneration. Other regular attendees include the Group Human Resources Director and members of the Global Reward team. The Committee meets regularly with its independent advisers.
On first appointment, all Committee members received an induction in the Committee's role and the operation of its terms of reference.
Activities
At its meetings during the year, the Committee:
- Approved the appointment of Towers Watson as the Committee's independent advisers.
- Received and discussed a presentation from Towers Watson on current trends in executive remuneration, the UK corporate governance environment and considerations for share plan renewal. In this context, the Committee also discussed the Group's executive remuneration strategy for the year ended 31 March 2014, and considerations for the next financial year.
-
Received updates on the Company's voluntary application of the new UK regulations covering the content of directors' remuneration reports, and reviewed the 2013 report on directors' remuneration, which included early adoption of some elements of the new regulations.
-
Initiated and reviewed feedback from a shareholder consultation exercise, concerning the proposed performance measures, targets and operation of the Company's long-term incentive plans.
- Approved the proposed remuneration arrangements for Don Robert as Chairman, Brian Cassin as Chief Executive Officer, and Lloyd Pitchford as Chief Financial Officer.
- Received updates on the Company's long-term incentive plans, including in respect of performance conditions.
- Agreed: the 2013 bonus outcome; 2014 bonus targets; targets for long-term incentive awards; the participants for certain long-term incentive plans; and to make share plan awards.
- Initiated the invitation to employees to participate in the 2013 Sharesave plan, and received an update on participation rates.
- Reviewed the Committee's terms of reference, and recommended some changes to the Board for consideration.
- Reviewed the Chairman's fee and the salaries of the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Company Secretary and a number of senior executives, taking account of remuneration arrangements throughout Experian and relevant market data.
- Received an update on the Company's response to the UK Department for Business Innovation & Skills' consultation on revised reporting regulations for executive pay.
The Report on directors' remuneration sets out the way in which the Company has applied corporate governance principles to directors' remuneration.
Corporate governance report continued
AUDIT COMMITTEE REPORT
Alan Jebson Chairman
Current members
Alan Jebson (Chairman) Fabiola Arredondo Jan Babiak Roger Davis Deirdre Mahlan George Rose Sir Alan Rudge Paul Walker
Primary roles
- To monitor the integrity of the financial statements.
- To review the effectiveness of the system of internal control, including the risk management system.
- To review the effectiveness of the audit process and the independence and objectivity of the external auditors.
- To monitor and review the effectiveness of the internal audit function.
- To develop and monitor policy on the external auditors providing non-audit services.
- To approve the external auditors' remuneration and terms of engagement, and make recommendations about their re-appointment.
Governance
The Audit Committee was in place throughout the year ended 31 March 2014. It met five times, with meetings held to coincide with key dates in the financial reporting and audit cycle. The Board considers all members of the Committee to be independent non-executive directors, in compliance with provision C.3.1 of the UK Corporate Governance Code.
The Chairman and the other directors attend meetings by invitation. Other regular attendees include the General Counsel and the Head of Global Internal Audit. Representatives from PricewaterhouseCoopers LLP, including the lead audit partner, attend Committee meetings. At each meeting, the Committee meets the external auditors and the Head of Global Internal Audit without management present.
In terms of recent and relevant financial experience, the Committee includes Deirdre Mahlan, the current Chief Financial Officer of Diageo plc, and George Rose, former Group Finance Director of BAE Systems plc and chairman of the audit committee of Genel Energy plc and Laing O'Rourke plc. The Board considers that the Committee members' collective international experience enables them to act as an effective committee. The Committee has access to the financial expertise within the Group and the external auditors, and the Chairman of the Audit Committee is in regular contact with key members of senior management.
Activities
The ways in which the Committee discharged its responsibilities during the year ended 31 March 2014 included:
• Reviewing the 2013 preliminary and 2014 half-year results announcements and the 2013 annual report and financial statements. The Committee also reviewed impairment papers, as required by IAS 36, and papers supporting the preparation of relevant financial statements on a going concern basis. For more information on the matters considered in relation to the going concern assessment, please see the Financial review section.
- Agreeing the 2014 audit plan with the external auditors and noting their risk assessment of the Group, relative to other clients and the FTSE 100 generally. The external auditors confirmed their plans to improve the alignment of the audit with the Group's strategic aims. The Committee also noted the auditors' plans to extend the use of technologyenabled audit techniques, the risk areas to be covered by the audit and the materiality levels to be applied.
- Receiving updates on the audit process from the external auditors, which included details of the audit's status, key matters arising from the audit and assessments of management's judgments on them, reviewing the content of the independence letter and the management representation letter, as well as engagement terms.
- Receiving, at each meeting, an update from the internal audit function, including work performed, progress against the annual plan, staffing and details of actions required by the Committee. The Committee also spent time considering specific operational matters initially raised by internal audit – the Committee agreed appropriate actions with input from senior management and external advisers, and made recommendations to the Board. The Committee reviewed and approved the annual internal audit plan, and reviewed an evaluation of internal audit in detail.
- Reviewing a variety of reports on risk – as more fully described in the Protecting our business section of the annual report. This included a regular material litigation update, with a focus this year on claims received in Brazil, relating to the disclosure and use of credit scores.
-
Receiving a fraud and whistleblowing update, and agreeing to receive these reports more frequently.
-
Reviewing the effectiveness of the Group's system of risk management and internal control, including financial, operational, compliance and risk management.
- Reviewing and approving the Group's treasury policy.
- Approving the Committee's annual meeting schedule and reviewing the Committee's terms of reference. Some changes to ensure alignment with the UK Corporate Governance Code were recommended to the Board and subsequently approved.
- Agreeing a process that would enable the directors to conclude that the annual report and financial statements are fair, balanced and understandable and provide information necessary to assess performance, business model and strategy, in line with the new requirement in the UK Corporate Governance Code. The Committee received a paper detailing the new requirement, and the external auditors also briefed the internal management team responsible for drafting the annual report. The Committee considers that it has sufficient opportunity to review the annual report and financial statements, and that there is sufficient review by senior management. It was also confirmed, as part of the process, that the Board would receive advice annually from the Committee on reaching the 'fair, balanced and understandable' conclusion.
- Receiving an update on the existing UK Corporate Governance Code provision, and proposals from the UK Competition Commission and the European Union, in relation to potential requirements to put the external audit out to tender or rotate external auditors.
- Reviewing the Group's position in relation to the integration plans for acquired businesses, noting the multitude of factors involved, the importance of robust processes and that different jurisdictions may require elevated risk analysis.
The significant issues in relation to the Group financial statements considered in respect of the year ended 31 March 2014, and the manner in which these issues were addressed, can be summarised as follows:
- The Committee considered management's impairment analysis and the methodology adopted. It was noted that the headroom within the EMEA and Asia Pacific segments had declined during the year due to the loss of a significant contract in EMEA, the delay in the launch of the Australian credit bureau and the sale of a business in Asia Pacific.
- The Committee considered the accounting treatment of the acquisition of Passport Health Communications and The 41st Parameter. The Committee concluded that their provisional acquisition balance sheets were appropriately reported.
- The Committee considered the accounting treatment of the sale of a number of businesses in the year. The Committee concluded that the recognition of impairment charges on goodwill (US\$15m) and acquisition intangibles (US\$9m) was appropriate in determining the assets held for sale at 30 September 2013 and subsequently disposed of.
- The Committee considered the litigation against the Group in Brazil relating to the use of credit scores. The Committee reviewed management's analysis of the matter and agreed with their conclusion that the risk of loss was possible. The Committee considered the disclosure of the contingent liability and, given the uncertainty surrounding the possible outcomes, determined that it was appropriate.
- The Committee considered two specific tax issues. First, and in the light of the further reduction in the main rate of UK corporation tax, it considered management's analysis of the carrying value of deferred tax recognised in respect of tax losses. The treatment of the asset and resultant impact of US\$23m
on the tax charge for the year, and the exclusion of that impact from the benchmark tax charge, were considered to be appropriate. Secondly, the Committee considered an update on the claim by the Brazilian tax authorities in respect of the deduction for tax purposes of goodwill amortisation arising from the acquisition of the majority stake in Serasa in 2007. In the light of developments during the year, it concluded that it remained appropriate to regard this claim as remote.
External auditors
Tenure and tendering
PricewaterhouseCoopers LLP have been the Company's auditors since the Group was demerged from the former GUS plc in October 2006. The next rotation of lead audit engagement partner will take place following the conclusion of the audit for the year ended 31 March 2016. To date, the Committee has not considered it necessary to require the auditors to tender for the audit work, and there are no contractual obligations restricting the Company's choice of external auditor.
It remains the current intention that Experian will, in due course, comply with the UK Corporate Governance Code's recommendation that FTSE 350 companies put the external audit out to tender at least every ten years. Following its statement in January 2014 that it proposed to remove the reference to tendering from the UK Corporate Governance Code, in April 2014 the UK Financial Reporting Council ('FRC') stated its intention to defer consideration of that proposal until 2016. In addition, there have been recent developments from the UK Competition Commission and the European Union in relation to tendering and mandatory rotation. The Audit Committee is reviewing all of these developments and the Group's updated plans will be disclosed in due course. In the meantime, the annual process of evaluating the effectiveness of the external auditors (as described on the following page) will continue.
Corporate governance report continued
Effectiveness, independence and reappointment
As part of assessing the effectiveness of the audit process, the Audit Committee reviews the annual audit plan each September. Then, in March and April/ May, it receives detailed updates on the audit's progress, which include details of the external auditors' actions, such as the audit procedures undertaken, the audit's coverage of revenue and EBIT, the locations visited and the status of any significant findings. These updates give the Committee an insight into the audit process.
Finally, at the September meeting, the Committee receives an evaluation report on the external auditors. This year, this was done by issuing tailored questionnaires to the Committee Chairman, the Chief Financial Officer and the Group's senior finance leadership. These included questions on the quality of the audit process, in terms of its coverage, the quality of delivery and the quality of the external audit team. The Committee concluded, based on this feedback and information it obtained during the course of its other work, that the external auditors were performing effectively. As part of the evaluation, the Committee also reviewed
the FRC's Guidance on Audit Committees, and concluded that the Group and the auditors had complied with the guidance.
Independence is an important element of the external audit. The Committee monitors this during the year, by reviewing potential threats to independence and the associated safeguards. These safeguards include assessing the relationships between the external auditors and Experian, having no contingent fee arrangements, ensuring that non-audit services fall within agreed monetary limits and that the external auditors consider the potential impact of non-audit services on their audit services. Other safeguards are the rotation of the lead audit engagement partner and the use of separate teams, where appropriate. Experian also has a policy in respect of employing former employees of the external auditor. The Committee concluded that the external auditors had maintained their independence throughout the year.
Based on the outcome of the evaluation of the external auditors, the reports on the audit process reviewed by the Committee and the conclusion that the external auditors and the Group had complied with the FRC's Guidance on Audit Committees, the Committee recommended to the Board (for shareholder approval) that the external auditors be reappointed.
Non-audit services
PricewaterhouseCoopers LLP provides a range of other services to Experian, which include tax compliance and advisory services. To ensure auditor objectivity and independence, the Company has a policy in relation to the provision of such services, which includes financial limits above which the Chairman of the Audit Committee must approve any proposed non-audit services.
The Committee receives half-yearly reports detailing assignments carried out by the external auditors in addition to their normal work, together with the related fees. Non-audit fees paid to the Company's auditors are capped at 100% of the fees for audit and assurance services, except in exceptional circumstances. An analysis of fees paid to the external auditors for the year ended 31 March 2014 is set out in note 11 to the Group financial statements.
Policy on the provision of non-audit services
This policy has not changed during the year and remains appropriate for the Group. Provided that the provision of non-audit services does not conflict with the external auditors' statutory responsibilities and ethical guidance, they may provide the following types of services:
Further assurance services: where the external auditors' deep knowledge of the Group's affairs means that they may be best placed to carry out such work. This may include, but is not restricted to, shareholder and other circulars, regulatory reports and work in connection with acquisitions and divestments.
Tax services: where the external auditors' knowledge of the Group's affairs may provide significant advantages which other parties would not have. Where this is not the case, the work is put out to tender.
General: in other circumstances, the external auditors may provide services provided that proposed assignments are put out to tender and decisions to award work are taken on the basis of demonstrable competence and cost effectiveness. However, the external auditors are specifically prohibited from performing work related to accounting records and financial statements that will ultimately be subject to external audit; management of or significant involvement in internal audit services; any work that could compromise the external auditors' independence; and any other work that is prohibited by UK ethical guidance.
Fraud and identity management
You had a great evening out with your friends. The following morning, you discover your wallet is missing…
It contained your ID, your credit cards, everything. You immediately call your bank. To check your identity, they ask you some questions that only you can answer. Then the bank cancels your credit cards and orders new ones for you. All sorted.
A couple of weeks later, your favourite department store calls to ask if you've moved house. You haven't – what's going on? It turns out that you'd forgotten your department store credit card was in your wallet. Someone has tried to use it to buy a designer handbag through the store's website, using a mobile phone in another country. If the store hadn't spotted it, you would have had a very large bill. They cancel your card and order you a new one.
You wonder what else could happen. The information in your wallet included your full name, date of birth and postal address. You decide to call your local consumer credit bureau and explain what's happened. They suggest that you put a flag on your credit report, so that if someone tries to obtain credit under your name, extra checks can be run to make sure it's a genuine application. Peace of mind.
Our data and analytics help to authenticate your identity when you interact with providers and buy online, so only you can access and use your accounts, or sign up for a new one. Our identity protection services, such as ProtectMyID, help provide you with identity theft detection and protection features and, should the worst happen, dedicated identity fraud resolution experts.
Report on directors' remuneration
P86
Roger Davis Chairman of the Remuneration Committee
Chairman's introduction and highlights
The Remuneration Committee (the 'Committee') is pleased to present its annual report on directors' remuneration (the 'Report') for the year ended 31 March 2014. Shareholders will be invited to approve the Report at the Company's Annual General Meeting ('AGM') on 16 July 2014.
Although Experian plc is incorporated and registered in Jersey we have drawn up this Report in line with the UK Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, as well as the UK Financial Conduct Authority Listing Rules and the UK Corporate Governance Code.
The Report is in two sections:
- the Directors' remuneration policy report which explains the remuneration policy that we propose to apply from the 2014 AGM, subject to obtaining shareholder support at that meeting; and P79
- the Annual report on remuneration which sets out how we implemented our remuneration policy for the year ended 31 March 2014 and how we propose to implement it from 16 July 2014 on the assumption that shareholder support is given at the 2014 AGM. P86
The Company's remuneration policy has been in place since our flotation in 2006. Its longevity is testament to its success in balancing the twin objectives of:
- supporting our strategic aims to deliver long-term sustainable growth resulting in superior total shareholder returns; and
- providing sufficient remuneration and appropriate reward to our executive directors.
The Committee believes that the policy is flexible enough to achieve this. It is also comfortable that the policy does not encourage undue risk taking, given that a substantial part of the total remuneration package is weighted towards long-term performance, the annual bonus includes a significant deferred element, and clawback provisions are in place.
As a result of the Board changes detailed in the Corporate governance report, the Committee has devoted considerable time to determining appropriate remuneration packages for the directors. Details of these are set out in the Annual report on remuneration.
The Company has performed well over the past year and our results again demonstrate Experian's ability to perform strongly despite facing pressures in some markets and against a backdrop of low global economic growth. Having achieved Benchmark PBT growth of 8%, for bonus purposes, on a constant currency basis, the executive directors are eligible for a bonus of 100% of salary, equivalent to 50% of the maximum. Don Robert and Brian Cassin have elected to defer all of their bonus into the Co-investment Plans ('CIP'), which is a strong signal of their confidence in Experian and strengthens the alignment of their interests with those of shareholders.
Longer-term performance has also been strong. Over the three years ended 31 March 2014, Benchmark PBT has grown by an annual average of 13.1% on a constant currency basis, and our cumulative operating cash flow was US\$3.6bn.
In addition, the Company's total shareholder return ('TSR') over that period was 18.8% above that of the FTSE 100. These are the performance measures on which the vesting of the Performance Share Plan ('PSP') and the CIP awards are based. As a result of this performance, 88.1% of the awards under the PSP and 96.8% of the awards under the CIP will vest in June 2014. Full details of the outcomes are set out in the Annual report on remuneration.
The Committee is comfortable that the levels of vesting are commensurate with the underlying financial performance of the business and therefore considers that the payouts reflect our view that exceptional rewards should only be paid for exceptional performance.
We will continue to set performance targets that are both appropriately challenging and, if met, will represent value creation for shareholders, while being achievable and motivational for management. We will aim to ensure that they are equally stretching from year to year, whatever the change in the economic climate or trading conditions.
In summary, the Committee seeks to balance the interests of stakeholders and considers that its aims are currently being met. We hope that our shareholders agree with our approach and look forward to their support at the 2014 AGM.
Directors' remuneration policy
Remuneration philosophy and principles
Experian's remuneration philosophy for executive directors is that we should use reward to drive long-term, sustainable business performance. The Committee therefore aims to have remuneration principles that are consistent with Experian's business objectives and are designed to:
- drive accountability and transparency, and align remuneration with shareholders' interests;
- provide a balanced portfolio of incentives, which align both short-term (one-year) and longer-term (three-year) performance, to deliver sustainable growth and value for our shareholders;
- apply demanding performance conditions to deliver sustained profitable growth across the Group, while setting these conditions with due regard to actual and expected market conditions;
- pay base salaries that are market-competitive and appropriate, given an individual's performance and experience, as well as the remuneration arrangements throughout the Group;
- deliver competitive benefits, to complement the other components of the remuneration package;
- provide competitive performance-related compensation, which influences performance and helps to attract and retain executives, by allowing them to earn commensurate rewards for outstanding performance that leads to long-term shareholder value creation; and
- strengthen the alignment with shareholders through share ownership guidelines that apply to both executive and non-executive directors.
These principles have underpinned Experian's remuneration policy since it became an independent company in 2006. The Committee considers that the policy has stood the test of time and is evidenced by Experian's superior performance. The Committee remains confident that the policy will continue to serve the interests of all of our stakeholders, through the strong performance and reward culture that we promote throughout our workforce.
In line with these principles, the Committee compares our remuneration arrangements with those of other relevant organisations and companies of similar size and scope. The Committee also reviews our remuneration arrangements in light of market conditions, which have once again been challenging and are expected to remain so for the foreseeable future. Performance-related incentives are targeted at upper-quartile levels, for achieving stretching objectives. Long-term incentives are measured over a three-year performance period which the Committee considers is appropriate for the business and its strategic time horizons. Our shareholding guidelines are set at high levels (300% for the Chief Executive Officer and 200% for the other executive directors) to maintain the alignment of interests with shareholders over the longer term.
While the Committee's primary focus is the executive directors' remuneration, it also approves the remuneration structure for other senior executives and works closely with the Human Resources team to ensure a consistent approach. When setting the remuneration policy for the executive directors, the Committee takes into account the pay, employment conditions and remuneration trends across the Group, especially when determining annual salary increases, although no specific remuneration ratios are used. Although the Committee does not consult employees on executive directors' pay or expressly include employees' views in its deliberations, it is mindful of the results of our periodic global people survey which focuses, in part, on remuneration, reward and performance.
Directors' remuneration policy continued
Policy table
The following table sets out the remuneration policy that will apply, subject to shareholder support, from the date of the 2014 AGM until the 2017 AGM at the latest. The current long-term incentive plans expire in 2016 and hence we may need to amend the policy when we seek renewal of the plans.
The Committee will honour any commitments to make remuneration payments and payments for loss of office where the payment terms were agreed before the policy came into effect or when the relevant individual was not a director of the Company and, in the Committee's opinion, the payment was not in consideration for the individual becoming a director. For these purposes, 'payments' includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are 'agreed' at the time the award is granted. All contractual commitments or awards made which are consistent with the remuneration policy in force at the time the commitments were made will be honoured even if they would not be consistent with the policy prevailing when the commitments are fulfilled.
| Element and link to strategy |
Operation | Maximum potential value and payment at target |
Performance metrics, weightings, relevant time period and clawback |
|---|---|---|---|
| Base salary | |||
| Reflects the competitive market salary for the role and takes account of personal contribution and performance against Group strategy. |
Base salary is paid in equal instalments during the year. Salaries are reviewed annually, with any increases generally taking effect from 1 April in any year. Salary levels and increases take into account the prevailing economic conditions, best practice, positioning against the market and the approach to employee remuneration throughout the Group. |
The annual salary increases for executive directors are normally in line with those for the Group as a whole. Higher increases may be made as a result of a change in role or responsibility, and will take account of market practice in relation to the new role. Such increases may also be made where the current salary level is behind market benchmarks. |
When the Committee considers salary increases, it takes into account individual performance over the preceding financial year. |
| Benefits | |||
| Benefits are provided as part of a competitive and cost effective package. Further benefits may be provided to support expatriates, where they have relocated. |
The Group provides a range of market-competitive benefits that includes, but is not limited to, healthcare, death in service provision, company car or allowance, financial and tax advice and membership fees. In the US, eligible executive directors may participate in a deferred compensation plan, which is standard market practice in the US. Executive directors can also participate in any of the Group's all-employee share plans, on the same basis as other eligible employees. For expatriate assignments, we retain the flexibility to tailor benefits to the circumstances of the assignment. Additional benefits may include relocation expenses at the beginning and end of each assignment, housing allowance and school fees. |
The Committee sets benefits at a level it considers appropriate against relevant market practice for comparable roles in similar companies, and sufficient based on the role and particular circumstances (for example where the individual is required to relocate). |
None. |
| Pension | |||
| Provides competitive retirement provision. P88 |
In the UK, the Group operates a defined contribution plan with company contributions set as a percentage of base salary. An individual may elect to receive a cash allowance instead. The Group also operates a defined benefit plan which is now closed to new entrants, except in the exceptional circumstance that this was necessary, for example, to recruit an executive director to the Board. In the US, executive directors are eligible to join a defined contribution plan. As agreed on his appointment to the Board in 2006, a supplementary unfunded defined benefit arrangement is provided in the US for Don Robert, which broadly mirrors the pension that would have been provided through the UK defined benefit plan. See Total pension entitlements. |
In the UK, the cash payment or pension contribution for executive directors is normally equal to 20% of annual gross salary but may be increased if market practice changes. In the US, the contribution rate is equivalent to 4% of earnings, up to an annual compensation limit set by the Internal Revenue Service. |
None. |
| Element and link to strategy |
Operation | Maximum potential value and payment at target |
Performance metrics, weightings, relevant time period and clawback |
|---|---|---|---|
| Annual bonus | |||
| Motivates and rewards the achievement of specific financial objectives, linked to Experian's strategy to drive profitable growth. |
The Committee approves the performance targets at the start of each financial year. At the end of the financial year, the Committee determines the extent to which these have been satisfied, based on audited results, and agrees the level of bonus. Payment is made as soon as practicable after the financial year end, unless the executive director elects to defer some or all of their bonus into the CIP. |
Minimum payout is zero. For below-target performance, a payout would generally only be made if the Committee judges that circumstances justify it. Bonus of 100% of salary is payable for target performance. Bonus of 200% of salary is payable for maximum performance. |
The annual bonus is entirely based on financial performance. The Committee will exercise its judgment on whether to vary the level of payout, if it considers that the payout determined by measuring performance is inconsistent with the Group's actual underlying financial and operational performance. If any bonus is paid that is ultimately found to have been based on materially misstated financial results, the Committee has discretion to reduce the bonus opportunity accordingly in the following year. |
| CIP | |||
| Use of stretching financial metrics incentivises performance. Aligns with shareholder interests through personal investment and delivery of shares. Encourages participants' long-term commitment to the Group through personal investment. |
Participants are invited to invest between 50% and 100% of their annual bonus in Experian shares. A conditional award of matching shares is granted on a two-for-one basis, and will vest subject to achieving performance targets tested over a three-year period. Dividend equivalents accrue on conditional awards of shares. |
Minimum vesting of matching shares is zero. Nothing vests for below target performance. For target performance, matching shares vest on a one-for-one basis. For maximum performance, matching shares vest on a two-for-one basis. |
Vesting of awards is based on financial performance, subject to the Committee being satisfied that the vesting is not based on materially misstated financial results. The Committee will exercise its judgment on whether to vary the level of vesting, if it considers that the level of vesting determined by measuring performance is inconsistent with the Group's actual underlying financial and operational performance. |
| PSP Use of stretching financial metrics incentivises performance. Aligns with shareholder interests through delivery of shares. |
Annual award of conditional shares which vest subject to achieving performance targets tested over a three year period. Dividend equivalents accrue on conditional awards of shares. |
Normal maximum award levels are 200% of salary. Awards of up to 400% of salary may be made in exceptional circumstances such as on recruitment. Minimum vesting of awards is zero. Nothing vests for below target performance. For target performance, 25% of the shares vest. For maximum performance, 100% of the shares vest. |
Vesting of up to 25% of the awards is based on a share-based metric, with the balance based on financial performance. Awards are also subject to a financial underpin and a clawback feature whereby vesting is subject to the Committee being satisfied that it is not based on materially misstated financial results. The Committee will exercise its judgment on whether to vary the level of vesting, if it considers that the level of vesting determined by measuring performance is inconsistent with the Group's actual underlying financial and operational performance. |
Directors' remuneration policy continued
| Element and link to strategy |
Operation | Performance metrics, weightings, relevant time period and clawback |
|
|---|---|---|---|
| Share Option Plan ('SOP') | |||
| Provides focus on increasing Experian's share price over the medium to longer term. |
Options are granted with an exercise price equivalent to market value of an Experian share at the date of grant. These vest subject to achieving performance targets that are tested over a three-year period and are exercisable for a seven-year period thereafter. |
Normal maximum awards are 200% of salary, however the rules of the SOP allow awards of up to 400% of salary. |
The vesting of options is based on financial performance targets. |
| No option grants have been made since 2009 and the Committee has agreed that no further awards will be made, |
Minimum vesting of awards is zero. |
||
| unless warranted by exceptional circumstances such as recruitment. |
Nothing vests for below target performance. |
||
| For target performance, 25% of the options vest. |
|||
| For maximum performance, 100% of the options vest. |
|||
| Chairman and non-executive director ('NED') fees | |||
| Attract individuals with a broad range of experience and skills, to oversee the |
The Chairman is paid a fee in equal instalments. The Group provides the Chairman with a limited range of benefits which includes a company car or allowance, healthcare and tax advice. |
The Committee sets the Chairman's fees and benefits at a level it considers appropriate against |
No performance-related arrangements are in place for the Chairman or the NEDs. |
| implementation of our strategy. |
The NEDs are paid a basic fee plus additional fees for chairing a Board Committee and for the role of Deputy |
comparable roles in similar companies. |
|
| Chairman / Senior Independent Director. NED fees are paid in equal instalments during the year. |
NED fees are set by the Board as a whole. |
||
| NEDs receive an additional fee where attendance at Board meetings involves intercontinental travel from their home location. The Company may settle any tax due on travel expenses incurred by the Chairman and NEDs. |
Fees are normally reviewed every two years, against those of Chairmen and NEDs in companies of similar size, international reach and complexity. |
Notes
The remuneration policy for executive directors, and indeed for around 600 members of our senior management, is more heavily weighted towards variable pay than for other employees. This makes the greater part of their remuneration conditional on successfully delivering our business strategy and, in turn, high levels of corporate performance and shareholder returns. This underpins the link between creating value for shareholders and the pay of our most senior leaders.
The performance measures used in the annual bonus and the long-term incentive plans are all financial or share-based. The performance-management process, which we use throughout Experian, assesses executives against both financial and nonfinancial objectives. Performance against these individual objectives ultimately supports our financial performance, so the Committee believes it is appropriate that financial metrics remain the key measures. These seek to ensure the underlying financial performance of the business, while clearly aligning shareholders and executive directors.
For all elements of variable pay, the growth targets are based on benchmarks that reflect stretching internal and external expectations. These benchmarks include brokers' earnings estimates, competitors' earnings estimates, straight-line profit growth consistent with median or upper-quartile shareholder returns, latest projections for the current year, budget and strategic plan. Targets are structured as a sliding scale with maximum rewards only payable for the achievement of significant levels of performance. We use external consultants to calculate the extent to which the performance conditions have been met.
Illustrations of the application of remuneration policy
Set out below is the total remuneration for Brian Cassin that could result from applying our remuneration policy under three different performance scenarios.
The illustration above was produced for Brian Cassin as he is the only executive director who served during the year ended 31 March 2014 who will also be an executive director from 16 July 2014 when the remuneration policy takes effect.
Notes:
The scenarios in the graph above are defined as follows:
Fixed pay is base salary for the year ending 31 March 2015 plus the value of pension and benefits, as disclosed in the single total figure of remuneration for 2014.
Target performance is the level of performance required to deliver 50% of the maximum annual bonus, and 25% and 50% of the maximum PSP and CIP awards respectively, with the CIP matching award being based on 100% deferral of a target annual bonus.
Maximum performance would result in the maximum annual bonus payment and full vesting of the CIP and PSP awards, with the CIP matching award being based on 100% deferral of a maximum annual bonus. All scenarios ignore share price growth and dividend equivalents.
Approach to recruitment remuneration
Experian is a global organisation, competing for market share and executive talent in nearly 40 countries. We are a leader in the information industry, where demand for talented leaders often outstrips supply. Therefore, from time to time it is necessary to appoint high-calibre executives to the Board, either by recruiting externally or by promoting from within the Group. The Committee does not believe in over-paying. In developing a remuneration package for a newly appointed executive director, the Committee will look to set a base salary which takes into account factors such as the individual's skills and experience, the role the individual will be taking up, internal relativities, the marketplace in which the executive will operate and the individual's current remuneration package. The incentive arrangements and benefits offered, including any relocation arrangements, would typically be in line with the remuneration policy set out in this report. The Committee would also take into account the likely vesting and resulting value of any equity or other incentives that the new hire would be giving up.
In the case of an internal promotion to the Board, any existing variable pay element or benefit may be allowed to continue on the same terms.
The Committee has set the normal maximum level of variable remuneration on recruitment at 800% of base salary. This is in line with the normal levels currently available under our variable remuneration structure, and covers the maximum annual bonus, the maximum face value of a matching award under the CIP and the normal maximum face value of an award under the PSP.
As detailed in the policy table in the Directors' remuneration policy report, the rules of the incentive plans provide for award limits as set out in the following table:
| Award level | Normal maximum | Exceptional maximum |
|---|---|---|
| Annual bonus | 200% | 200% |
| CIP | 400% | 400% |
| PSP | 200% | 400% |
| SOP | – | 400% |
When recruiting an executive director, the Committee would always seek to apply the normal maximum limits but may, in exceptional circumstances, make awards up to the higher limits if it felt it was necessary to do so in order to secure the appointment of a particular individual.
Directors' remuneration policy continued
In the case of an external appointment to the Board, the Committee may offer further one-off cash and/or share-based remuneration, when an individual would be forfeiting remuneration awarded to them by their former employer. In establishing the value and conditions attached to such remuneration, the Committee would seek to provide equivalence in value by taking into account the likelihood of vesting, and the timeframe in which such vesting was scheduled to occur. Such awards may be granted under the terms of UK Listing Rule 9.4.2.
Service contracts and policy on payment for loss of office
The policy for new hires is that service contracts will generally be limited to 12 months' notice of termination of employment and will follow the UK Corporate Governance Code guidelines.
The Committee believes this policy is in line with best practice, remains market competitive and allows Experian to recruit key individuals who we identify as critical to our future performance.
The Committee's policy for the treatment of executive directors leaving the Group (subject to the current contractual commitments described below) is set out in the table below. For executive directors who leave the Group in other circumstances, the treatment will normally fall between the two treatments described. In any event, the overall treatment will be subject to the Committee's judgment.
The Committee reserves the right to make additional exit payments to discharge an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a director's office or employment.
| Voluntary resignation or termination for misconduct or poor performance |
Other circumstances such as death, ill health, retirement, disability or redundancy or any other reason as defined by the Committee |
|
|---|---|---|
| Base salary, pension | Paid up to the date of termination and for | Paid up to the date of death or leaving and for any untaken holidays as at that date. |
| and benefits | any untaken holidays as at that date. | If, in the judgment of the Committee, exceptional circumstances apply, such as in the case of death, the Committee may agree to a different approach from that outlined above, for example not applying time pro-rating to a payment. |
| Annual bonus | Normally no annual bonus is paid in respect of the year in which the date of termination falls. |
Annual bonus will usually be paid on the normal bonus payment date, in line with performance achieved, pro-rated for the proportion of the financial year worked. If, in the judgment of the Committee, exceptional circumstances apply, in the case of death for example, the Committee may agree that it is not appropriate to apply time pro-rating to the annual bonus payment. Any election already made to defer annual bonus under the CIP will not apply. |
| CIP invested shares | Invested shares will be transferred to the individual. |
Invested shares will be transferred to the individual. |
| CIP matching shares and PSP awards |
Unvested awards will lapse. Any vested awards structured as nil-cost options which have not been exercised may be |
In the case of death, performance conditions will cease to apply and unvested awards will vest immediately. The number of shares that vest are pro-rated for time unless, in the judgment of the Committee, exceptional circumstances apply. |
| exercised up to the normal lapse date. | In all other cases, subject to the Committee's discretion, unvested awards will vest at the end of the performance period and remain subject to the relevant performance conditions. |
|
| In all circumstances, the number of shares vesting will normally be reduced pro rata, to reflect the number of months from the start of the performance period to the date of cessation of employment as a proportion of the performance period. |
||
| Vested awards structured as nil-cost options which have not been exercised may be exercised up to the normal lapse date. |
||
| Executive share options |
Unvested share options will lapse. Vested options will not lapse and will remain exercisable for six months, unless |
In the case of death, unvested share options will vest immediately and will remain exercisable for 12 months. Any vested share options will also remain exercisable for 12 months. |
| the reason for leaving is dismissal for misconduct, in which case, subject to Committee discretion, the options will lapse on the date of cessation of employment. |
In all other cases, any vested options will remain exercisable for six months following cessation of employment. Unvested options, subject to the Committee's discretion, will vest at the end of the performance period and remain subject to the relevant performance conditions. The number of options vesting will normally be reduced pro rata, to reflect the number of months from the start of the performance period to the date of cessation of employment as a proportion of the performance period. These options will be exercisable for six months following vesting. |
|
| Awards under All Employee Plans |
In accordance with the relevant tax regulations or plan rules. |
In accordance with the relevant tax regulations or plan rules. |
| Other | None. | At the Committee's discretion, leavers may receive disbursements such as legal fees and outplacement. |
Note: All descriptions of policy in relation to share plans are in line with the relevant plan rules.
Current contractual arrangements
Don Robert has a service agreement with Experian Services Corporation ('ESC') dated 7 August 2006. This agreement, which will terminate on his appointment as Chairman on 16 July 2014, provides that if ESC terminates his employment without cause, he is entitled to the following severance payments: continued payment of monthly salary for 12 months from the termination date; 12 months' participation in welfare benefit plans in which he participated during his employment; and an annual bonus based on 100% achievement of objectives, payable in equal monthly instalments for 12 months. The same amounts are payable by ESC if he terminates the contract: (i) following material breach by ESC; or (ii) for Good Reason following a change of control of ESC. Good Reason means, during the six months following a change of control, a material and substantially adverse reduction or change in his position. These terms are in line with US employment practice.
Don Robert's service agreement also provides for the following payments to be made if the agreement terminates in the event of his death (in addition to payments due but unpaid before death): a pro rata annual bonus for the bonus year to the termination date, based on the Group's performance in that bonus year; and a lump sum equal to 12 months' base salary, to be paid no later than 90 days after the date of death. If the employment is terminated due to his disability, he is entitled to the bonus as described immediately above (in addition to payments due but unpaid before the termination). Any deferred compensation obligations will be governed in accordance with the relevant plan rules. This is consistent with US employment practice.
Chris Callero has a service agreement with ESC, dated 11 June 2009, which is terminable by 12 months' notice from either ESC or Chris. There is no payment in lieu clause in his service agreement.
Brian Cassin has a service agreement with Experian Limited, dated 29 February 2012, and a new agreement that takes effect from 16 July 2014 on becoming Chief Executive Officer. These agreements are terminable by 12 months' notice from Experian Limited or six months' notice from Brian. The agreement provides for payment in lieu of notice (base salary only).
Other than as described above, the service contract of each of the executive directors does not provide for any benefits on the termination of employment.
Non-executive directors do not have service contracts but each has a letter of appointment with no provision for any termination payment. Each appointment is for a renewable three-year term, subject to election/re-election by shareholders, but may be terminated by either party on one month's written notice (six months' notice in the case of the Chairman).
Statement of consideration of shareholder views
In advance of the AGM, the Chairman of the Committee writes to our largest shareholders (typically the 25 with the most significant shareholdings) and investor representative bodies, such as the Association of British Insurers and the National Association of Pension Funds, to provide information on any changes to our remuneration structure. Where requested by these shareholders, or bodies, the Committee engages in further discussion and clarification, to help them make an informed voting decision. If any major concerns are raised, these are discussed with the Committee Chairman in the first instance, and the rest of the Committee as appropriate.
At its first meeting following the AGM each year, the Committee considers all shareholder feedback received in relation to the AGM. This feedback, and any additional feedback received during any meetings or from any correspondence, is then considered as part of the Committee's annual review of remuneration policy, which normally takes place at meetings in November and January.
Annual report on remuneration
The information set out in this section has been subject to audit except where specified.
Single total figure of remuneration
Executive directors
The following table shows a single total figure of remuneration for the executive directors, in respect of the year ended 31 March 2014.
| Don Robert | Chris Callero | Brian Cassin | ||||
|---|---|---|---|---|---|---|
| 2014 US\$000 |
2013 US\$000 |
2014 US\$000 |
2013 US\$000 |
2014 £000 |
2013 £000 |
|
| Salary (1) | 1,595 | 1,550 | 1,015 | 990 | 463 | 413 |
| Benefits (2) | 479 | 465 | 73 | 62 | 81 | 67 |
| Annual bonus (3) | 1,595 | 2,325 | 1,015 | 1,485 | 463 | 675 |
| Share-based incentives (4) | 11,990 | 17,827 | 7,685 | 11,451 | – | 1,377 |
| Pension (5) | 1,187 | 807 | 8 | 10 | 27 | 29 |
| Total | 16,846 | 22,974 | 9,796 | 13,998 | 1,034 | 2,561 |
Explanation of figures
(1) Salary
Salary paid in the year to executive directors. Brian Cassin's annual salary was £450,000 for the year ended 31 March 2013 but as he joined Experian on 30 April 2012, the salary shown in the above table is that paid in respect of that year.
(2) Benefits
P89
Taxable benefits comprise the provision of life insurance, private healthcare, company car and participation in the US deferred compensation plan where applicable. Don Robert also received an accommodation allowance of £250,000 in 2013 and 2014. Brian Cassin received a cash supplement of £53,130 and £65,675 in lieu of part of his pension contribution in 2013 and 2014 respectively.
(3) Annual bonus
Awarded for the years ended 31 March 2013 and 31 March 2014. Don Robert and Brian Cassin have made the maximum deferral, invested in Experian shares, under the CIP in both years. Chris Callero made the maximum deferral in 2013 but is not deferring his 2014 annual bonus. These invested shares are matched with an additional award of shares ('matching shares') with the maximum match being calculated on the basis of two matching shares for each invested share. The release of invested shares and matching shares is deferred for three years and the release of the matching shares is subject to performance conditions which are measured over that period. The performance conditions attached to the awards granted in June 2013 are set out in the section entitled Plan interests awarded during the year.
(4) Share-based incentives
The value earned through shares vesting under the CIP and the PSP. For 2013 these awards were granted on 3 June 2010 and for 2014 they were granted on 15 June 2011.
The value of the share awards realised by Don Robert and Chris Callero in 2013 was calculated with reference to the prevailing share price on the date of vesting. The share price was £12.04 at that date, which represented an increase of 89% from the date of grant. As a result, US\$8.3m of the single total figure for Don Robert and US\$5.4m of the single total figure for Chris Callero was due to share price appreciation over the period from the date of grant.
The figure for Brian Cassin in 2013 related to the recruitment award of 158,261 shares granted to him on his joining Experian in April 2012. While the shares vest in five annual tranches, between January 2013 and January 2017, their face value was recognised in full in the financial year in which they were granted, in accordance with the methodology for calculating the single total figure of remuneration.
For the share awards that will vest in June 2014, the value is calculated using the average share price from 1 January 2014 to 31 March 2014. This was £10.83, representing a 38% increase from the date of grant. As a result, US\$3.2m of the single total figure for Don Robert and US\$2.1m of the single total figure for Chris Callero was due to share price appreciation over the period from the date of grant.
Dividend equivalents that are paid on vested shares are also included in the above figures. Further details of these are given below.
(5) Pension
Don Robert is currently provided with a defined benefit arrangement, the value of which is determined using the UK HMRC valuation. Chris Callero and Brian Cassin participate in defined contribution plans and the company contribution to these is the figure shown.
Additional requirements in respect of the single total figure of remuneration
Performance against annual bonus targets
The Committee set targets for the annual bonus based on profit growth in respect of the year ended 31 March 2014, which required stretching levels of performance to earn the maximum bonus. The Committee considered a profit growth metric to be appropriate as it reflects one of Experian's key performance indicators (EBIT).
The Benchmark PBT growth, for bonus purposes, of 8%, was at the target level of the performance range. Accordingly, a bonus equivalent to 100% of salary (as against a maximum of 200%) is payable to the executive directors.
The Committee considers that this level of bonus payment is appropriate in the context of the underlying performance of the Group.
The Committee has not disclosed the annual bonus target calibration for the year ended 31 March 2014 as this continues to be considered commercially sensitive. Whilst we acknowledge that shareholders would like targets to be disclosed, the Committee believes that this is not in shareholders' longer-term interests given that it would be damaging to the Company and useful to our competitors. If the Committee decides that targets have ceased to be commercially sensitive, they will be disclosed in the next available remuneration report.
Don Robert and Brian Cassin have elected to defer 100% of their annual bonus for the year ended 31 March 2014 into the CIP. Chris Callero is retiring as a director of the Company with effect from 16 July 2014.
Vesting of share-based incentives
The amount included in the 2014 single total figure of remuneration is the combined value of the CIP and PSP awards granted in 2011. Vesting for both of these awards depended on performance over the three years ended 31 March 2014 and continued service until 15 June 2014.
The performance achieved against the performance targets is shown in the following tables.
CIP awards
| Vesting* | Percentage | |||||
|---|---|---|---|---|---|---|
| Performance measure | Weighting | No match | 1:1 match | 2:1 match | Actual | vesting |
| Benchmark PBT (annual growth) | 50% | Below 7% | 7% | 14% | 13.1% | 46.8% |
| Below | ||||||
| Cumulative operating cash flow | 50% | US\$3.0bn | US\$3.0bn | US\$3.4bn | US\$3.6bn | 50.0% |
| Total | 96.8% |
*Straight-line vesting between the points shown.
PSP awards
| Vesting* | Percentage | |||||
|---|---|---|---|---|---|---|
| Performance measure | Weighting | 0% | 25% | 100% | Actual | vesting |
| Benchmark PBT (annual growth) | 75% | Below 7% | 7% | 14% | 13.1% | 67.8% |
| TSR of Experian vs. TSR of FTSE 100 Index | 25% | Below Index |
Equal to Index |
25% above Index |
18.8% above Index |
20.3% |
| Total | 88.1% |
*Straight-line vesting between the points shown.
PSP awards will also only vest where, in the judgment of the Committee, the return on capital employed ('ROCE') performance over the period has been satisfactory.
As these awards had not vested at the date this report was finalised, the value of the awards is based on the average share price of the last three months of the financial year, which was £10.83. The value of the awards, as included in the single total figure of remuneration, is as follows.
| CIP | PSP | Value of | |||
|---|---|---|---|---|---|
| Participant | Shares awarded |
Shares vesting |
Shares awarded |
Shares vesting |
shares vesting* |
| Don Robert | 443,046 | 428,868 | 233,006 | 205,278 | US\$11.373m |
| Chris Callero | 284,160 | 275,066 | 149,124 | 131,378 | US\$7.289m |
*The value of the shares has been converted into US dollars at a rate of £1:US\$1.66, which is the average rate over the last three months of the financial year.
Annual report on remuneration continued
Dividend equivalents of 97.25 cents per share will be paid on vested shares. These represent the value of the dividends that would have been paid to the owner of one Company share between the date of grant and the date of vesting.
Don Robert and Chris Callero will therefore receive dividend equivalent cash sums of US\$616,707 and US\$395,267 respectively, on the vesting of the shares on 15 June 2014.
Chairman and non-executive directors
The following table shows a single total figure of remuneration for the Chairman and non-executive directors in respect of the year ended 31 March 2014.
| Fees '000 | Benefits '000 | Total '000 | ||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |
| Sir John Peace* | £375 | £375 | £23 | £23 | £398 | £398 |
| Fabiola Arredondo | €153 | €149 | – | – | €153 | €149 |
| Roger Davis | €164 | €164 | – | – | €164 | €164 |
| Alan Jebson | €196 | €184 | – | – | €196 | €184 |
| Deirdre Mahlan** | €135 | €79 | – | – | €135 | €79 |
| George Rose** | €135 | €79 | – | – | €135 | €79 |
| Sir Alan Rudge | €215 | €217 | – | – | €215 | €217 |
| Judith Sprieser | €153 | €155 | – | – | €153 | €155 |
| Paul Walker | €135 | €143 | – | – | €135 | €143 |
| Former directors*** | – | €106 | – | – | – | €106 |
* Sir John Peace receives a company car benefit and private healthcare.
** Deirdre Mahlan and George Rose joined the Board on 1 September 2012 and the amounts shown in the above table for 2013 are their fees earned from that date.
*** David Tyler retired from the Board on 31 December 2012 and the amount shown in the above table for 2013 is his fees earned to that date.
Total pension entitlements
As CEO, Don Robert was provided with benefits through a Supplementary Executive Retirement Plan ('SERP') which is a defined benefit arrangement in the US.
The SERP pension is payable unreduced from Don's Normal Retirement Age which is age 60. The benefit will be reduced for early payment on a basis determined by the Company which the scheme actuary has confirmed to be reasonable.
The table below shows Don's defined benefit pension entitlements in respect of benefits from registered schemes and nonregistered arrangements.
| Age at 31 March 2014 | Closing accrued pension at 31 March 2014 |
Opening accrued pension at 1 April 2013 |
Pension input amount (net of director's contributions) |
|
|---|---|---|---|---|
| (1) | (2) | (3) | ||
| Name | US\$'000 pa | US\$'000 pa | US\$'000 | |
| Don Robert | 54 | 684 | 611 | 1,187 |
Notes
Columns (1) and (2) represent the deferred pension to which the director would have been entitled had he left the Group at 31 March 2014 and 31 March 2013 respectively.
Column (3) is the increase in pension entitlement built up during the period using the HMRC calculation method (with a valuation factor of 20). The calculation allows for inflation over the period in line with September 2013 CPI and the amount shown is net of the director's contributions.
The pension input amount (net of director's contributions) for the prior four years was as follows:
: US\$807,000 : US\$869,000 : US\$952,000 : US\$726,000
Four former directors of Experian Finance plc (formerly GUS plc) receive unfunded pensions from the Group. Three of the former directors are now paid under the Secured Unfunded Retirement Benefit Scheme, which provides security for the unfunded pensions of executives affected by the UK HMRC earnings cap. The total unfunded pensions paid to the former directors was £390,000 in the year ended 31 March 2014.
Plan interests awarded during the year
On 6 June 2013 awards were granted to the executive directors under the CIP and the PSP. The face value of awards to Don Robert and Chris Callero are given in US dollars, using the average exchange rate for the three days prior to grant of £1:US\$1.53, and the face value of Brian Cassin's award is in pounds sterling.
In line with the rules of the Experian Co-investment Plan, invested shares for Brian Cassin were purchased with his bonus net of tax. In line with the rules of the Experian North America Co-investment Plan, invested shares for Don Robert and Chris Callero were calculated with reference to their gross bonus. The matching awards are based on the gross value of the bonus deferred.
The details are set out in the following table.
| Type of interest in | Face value | Number of | Vesting at threshold |
Vesting | ||
|---|---|---|---|---|---|---|
| Scheme | shares | Basis of award | '000 | shares | performance | date |
| Don Robert | ||||||
| CIP invested shares | Deferred shares | 100% of gross bonus | US\$2,325 | 125,990 | n/a | 6 June 2016 |
| CIP matching shares* | Conditional shares | 200% of value of gross bonus deferral | US\$4,650 | 251,980 | 1:1 match | 6 June 2016 |
| PSP* | Conditional shares | 200% of salary | US\$3,190 | 172,864 | 25% | 6 June 2016 |
| Chris Callero | ||||||
| CIP invested shares | Deferred shares | 100% of gross bonus | US\$1,485 | 80,471 | n/a | 6 June 2016 |
| CIP matching shares* | Conditional shares | 200% of value of gross bonus deferral | US\$2,970 | 160,942 | 1:1 match | 6 June 2016 |
| PSP* | Conditional shares | 200% of salary | US\$2,030 | 110.004 | 25% | 6 June 2016 |
| Brian Cassin | ||||||
| CIP invested shares | Purchased shares | 100% of net bonus | £358 | 29,947 | n/a | 6 June 2016 |
| CIP matching shares** Nil-cost options | 200% of value of gross bonus deferral | £1,350 | 113,008 | 1:1 match | 6 June 2016 | |
| PSP* | Conditional shares | 200% of salary | £925 | 76,827 | 25% | 6 June 2016 |
*Awards under the CIP and PSP were based on the average share price for the three days prior to grant, which was £12.04. Except as described below this figure was used to determine the number of shares awarded.
**The award granted to Brian Cassin under the CIP was based on the share price at which invested shares were purchased in the market. This price was £11.95 and was used to determine the number of shares awarded.
Dividend equivalents will be paid on any shares vesting at the end of the relevant performance period.
Performance conditions for 2013 awards
The performance conditions applying to awards granted during the year are set out in the following tables.
CIP awards
| Vesting* | ||||
|---|---|---|---|---|
| Performance measure | Weighting | No match | 1:1 match | 2:1 match |
| Benchmark PBT (annual growth) | 50% | Below 7% | 7% | 14% |
| Cumulative operating cash flow | 50% | Below US\$3.8bn | US\$3.8bn | US\$4.2bn |
*Straight-line vesting between the points shown.
PSP awards
| Vesting* | ||||
|---|---|---|---|---|
| Performance measure | Weighting | 0% | 25% | 100% |
| Benchmark PBT (annual growth) | 75% | Below 7% | 7% | 14% |
| Equal to | 25% above | |||
| TSR of Experian vs. TSR of FTSE 100 Index | 25% | Below Index | Index | Index |
*Straight-line vesting between the points shown.
PSP awards will also only vest where, in the judgment of the Committee, the ROCE performance over the period has been satisfactory.
All outstanding share awards have a clawback feature whereby the vesting of awards is subject to the Committee being satisfied that the vesting is not based on financial results which have been materially misstated.
In addition, the Committee has the discretion to vary the level of vesting, if it considers that the level of vesting determined by measuring performance is inconsistent with the Group's actual underlying financial and operational performance.
Annual report on remuneration continued
Payments to former directors
There were no payments to former directors in the year ended 31 March 2014.
Payments for loss of office
There were no payments for loss of office in the year ended 31 March 2014.
Statement of directors' shareholding and share interests
The Committee believes it is important that executives build up a significant holding in Experian shares, to align their interests with those of shareholders. Therefore, the Committee has established guidelines under which the Chief Executive Officer should hold the equivalent of three times his base salary in Experian shares and other executive directors should hold two times their base salary (including invested shares held under the CIP). Until the shareholding guideline is met an executive director is expected to retain at least 50% of any shares vesting (net of tax) under a share award. Unvested shares are not taken into account in determining whether the guideline has been met.
Don Robert and Chris Callero significantly exceed these guidelines. Brian Cassin is building his shareholding up to the level required by the guidelines.
Experian also has guidelines for its non-executive directors to build up a holding in the Company's shares equal to their annual fee. Each financial year the first quarter's net fee is used to purchase Experian shares until they reach this holding.
The interests of the directors (and their connected persons) in the Company's ordinary shares are shown below. Shares are valued for these purposes at the closing share price on 31 March 2014 which was £10.81.
| Shares held | Matching awards under CIP (2) |
Awards under the PSP (3) | Percentage of salary/ fees held in Vested but shares under unexercised shareholding guideline (4) 31 March 2014 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in Experian plc at 31 March 2014(1) |
2013 | 2012 | 2011 | 2013 | 2012 | 2011 | share options | |||
| Chairman | ||||||||||
| Sir John Peace | 1,263,340 | – | – | – | – | – | – | – | 3,642% | Yes |
| Executive directors | ||||||||||
| Don Robert (5) | 1,389,942 | 251,980 | 423,994 | 443,046 | 172,864 | 219,063 | 233,006 | 265,275 (6) | 1,567% | Yes |
| Chris Callero (5) | 358,229 | 160,942 | 271,356 | 284,160 | 110,004 | 139,918 | 149,124 | – | 635% | Yes |
| Brian Cassin (7) | 58,811 | 113,008 | – | – | 76,827 | 202,074 | – | – | 137% | No |
| Non-executive directors | ||||||||||
| Fabiola Arredondo | 20,000 | – | – | – | – | – | – | – | 197% | Yes |
| Roger Davis | 60,000 | – | – | – | – | – | – | – | 476% | Yes |
| Alan Jebson | 25,000 | – | – | – | – | – | – | – | 189% | Yes |
| Deirdre Mahlan (8) | 10,000 | – | – | – | – | – | – | – | 98% | No |
| George Rose | 20,000 | – | – | – | – | – | – | – | 197% | Yes |
| Sir Alan Rudge | 24,003 | – | – | – | – | – | – | – | 147% | Yes |
| Judith Sprieser | 14,402 | – | – | – | – | – | – | – | 142% | Yes |
| Paul Walker | 15,000 | – | – | – | – | – | – | – | 148% | Yes |
(1) For regulatory purposes, as at 6 May 2014, there had been no changes in the above interests.
(2) Matching shares granted to Don Robert and Chris Callero are conditional share awards. Those granted to Brian Cassin are in the form of nil-cost options. All matching awards under the CIP are subject to performance conditions, as follows:
Benchmark PBT growth (50% of an award)
Operating cash flow (50% of an award)
| Vesting* | Vesting* | ||||||
|---|---|---|---|---|---|---|---|
| No match | 1:1 match | 2:1 match | No match | 1:1 match | 2:1 match | ||
| 2011 | Below 7% | 7% | 14% | 2011 | Below US\$3.0bn | US\$3.0bn | US\$3.4bn |
| 2012 | Below 7% | 7% | 14% | 2012 | Below US\$3.7bn | US\$3.7bn | US\$4.1bn |
| 2013 | Below 7% | 7% | 14% | 2013 | Below US\$3.8bn | US\$3.8bn | US\$4.2bn |
* Straight-line vesting between the points shown
* Straight-line vesting between the points shown
In addition, vesting of awards is subject to the Committee being satisfied that the vesting is not based on financial results which have been materially misstated.
(3) Except for 100,799 unvested shares awarded to Brian Cassin on 18 May 2012 as replacement awards for outstanding equity awards from his previous employer, all awards under the PSP are subject to performance conditions, as follows:
Benchmark PBT growth (75% of an award)
TSR vs. FTSE 100 – % outperformance (25% of an award)
| Vesting* | Vesting* | ||||||
|---|---|---|---|---|---|---|---|
| 100% | 25% | 0% | 100% | 25% | 0% | ||
| 25% above Index | Equal to Index | Below Index | 2011 | 14% | 7% | Below 7% | 2011 |
| 25% above Index | Equal to Index | Below Index | 2012 | 14% | 7% | Below 7% | 2012 |
| 25% above Index | Equal to Index | Below Index | 2013 | 14% | 7% | Below 7% | 2013 |
* Straight-line vesting between the points shown.
* Straight-line vesting between the points shown.
All outstanding awards are also subject to a ROCE performance underpin and a clawback feature whereby the vesting of awards is subject to the Committee being satisfied that the vesting is not based on financial results which have been materially misstated.
(4) Shareholding guidelines have been calculated using the closing exchange rates at 31 March 2014 of £1:US\$1.66 and £1:€1.21.
- (5) The number of Experian shares held by Don Robert and Chris Callero at 31 March 2014 includes 559,510 and 358,229 shares respectively awarded to them under the Experian North America Co-investment Plan in lieu of annual bonus, in addition to their personal beneficial shareholding. Don Robert and Chris Callero have an unconditional right to receive these Experian shares at the end of the relevant three-year deferral period. These shares do not carry dividend or voting rights prior to receipt.
- (6) Don Robert was granted 132,091 options with an exercise price of £4.83 on 31 March 2005 and which are exercisable between 31 May 2008 and 30 May 2015 when they lapse. On 2 June 2006, he was granted 133,184 options with an exercise price of £5.21, which are exercisable between 2 June 2009 and 1 June 2016 when they lapse.
(7) The number of Experian shares held by Brian Cassin at 31 March 2014 includes 29,947 invested shares in the Co-investment Plan.
(8) As a result of the increase in NED fees during the year, the value of Deirdre Mahlan's shareholding at 31 March 2014 is slightly under the shareholding guideline. This will be reviewed again at the time of payment of the fee in June 2014 and this will be used to purchase further shares, if necessary, at that time.
Executive directors' non-executive directorships
Don Robert served as a non-executive director of Compass Group plc during the period under review, for which he received a fee of £81,000 (2013: £81,000).
Performance graph and table (not audited)
The chart below shows Experian's five-year annual TSR performance against the FTSE 100 Index. The FTSE 100 Index is the most appropriate index against which TSR should be measured, as it is widely used and understood and is an index of which Experian is a constituent.
Experian FTSE 100 Index 300 250 100 150 200 March 09 March 10 March 11 March 12 March 13 March 14
Value of £100 invested in Experian and the FTSE 100 on 31 March 2009
Annual report on remuneration continued
CEO's remuneration in last five years
| Year | 2010 | 2011 | 2012 | 2013 | 2014 |
|---|---|---|---|---|---|
| CEO's total single figure US\$'000 | 6,729 | 5,714 | 23,206 | 22,974 | 16,846 |
| Bonus – % of maximum achieved | 100% | 98% | 100% | 75% | 50% |
| PSP and CIP matching awards – % of maximum vesting | 70% | – | 100% | 100% | 94% |
On the demerger from GUS plc in 2006, outstanding awards were automatically rolled over into awards over Experian shares. In order to provide a lock-in mechanism at that time, Don Robert's awards were structured to vest in 2010 and 2011 although their performance periods ended in 2009.
In calculating the single figures above, the prescribed methodology requires that the value of any awards is included in the financial year in which the relevant performance period ends. The value of the awards described above, therefore, would be included in the single figure for 2009 and not in 2010 or 2011 when the awards vested. For this reason, the above figures for 2010 and 2011 are lower.
In the single figure for 2012, 75% of the value was realised through the vesting of long-term equity incentives. Over the relevant performance period for those awards, the Company's TSR was 148%. In 2013, the proportion of value realised through long-term equity incentives was 78% and the Company's TSR over the performance period of those awards was 91%. The breakdown and explanation of the 2014 total single figure is given earlier and 71% of the value was realised as a result of the vesting of long-term equity incentives. The Company's TSR over the performance period of those awards was 49%.
Percentage change in CEO's remuneration (not audited)
The table below shows the percentage change in the CEO's salary, benefits and annual bonus between 2013 and 2014 and how this compares to the average percentage change for our UK and Ireland employees. The figures for UK and Ireland employees reflect average salaries and average employee numbers each year. The annual bonus figure includes sales incentive plans.
The Committee has selected employees in the UK and Ireland to illustrate the comparison because Experian is a UK-listed company and it avoids the impact of foreign exchange rates, the widely varying approaches to pay across the different regions and the complexities involved in collating remuneration data across different geographical populations.
| Base salary | Taxable benefits | Annual bonus | Total | |
|---|---|---|---|---|
| CEO | 2.9% | 3.0% | (31.4%) | (15.5%) |
| UK and Ireland employees | 2.0% | (3.1%) | 13.7% | 6.0% |
The UK and Ireland budgeted annual salary increase for the year ended 31 March 2014 was 3.0%. However, the impact of reduced headcount on average salary has reduced the overall growth to 2.0%. Similarly, this has had an impact on the taxable benefits figure.
Relative importance of spend on pay (not audited)
The table below illustrates the relative importance of remuneration spend for all employees compared to the financial distributions to shareholders, through dividends and earnings-enhancing share repurchases, over the same period.
| 2014 | 2013 | ||
|---|---|---|---|
| USD\$m | USD\$m | % change | |
| Employee remuneration costs | 1,830 | 1,835 | 0.3% |
| Dividends paid on ordinary shares | 349 | 322 | 8.4% |
| Estimated value of earnings-enhancing share repurchases | 191 | 14 | 1,264.3% |
Over the year ended 31 March 2014 the number of full time equivalent employees fell by 1.7%. Whilst overall remuneration costs fell, as shown in the table, the average cost per employee rose by 1.6%.
Statement of implementation of remuneration policy in the following financial year (not audited)
The remuneration policy will take effect from the AGM on 16 July 2014 and will be in line with the policy we implemented during the year ended 31 March 2014. For clarity, the same policy which applied for the year ended 31 March 2014 will apply for the period between 1 April 2014 and the AGM.
Salary and fees
The salaries that apply from the start of the year ending 31 March 2015 are set out in the following table:
| Salary to 31 March 2014 | Salary from 1 April 2014 | |
|---|---|---|
| Don Robert | US\$1,595,000 | US\$1,595,000 |
| Chris Callero | US\$1,015,000 | US\$1,015,000 |
| Brian Cassin | £462,500 | £462,500 |
Don Robert's appointment as Chairman is effective on 16 July 2014, at which point he transitions to a standard non-executive Chairman package under the policy with annual fees of £600,000. No salary increase was made from 1 April 2014, given his change in role three months later. This fee will be reviewed in April 2016.
Chris Callero is retiring as a director of the Company with effect from 16 July 2014.
Brian Cassin will be appointed as Chief Executive Officer on 16 July 2014. At that point his salary will be increased to £850,000, to reflect his new role and responsibilities. While this is a significant increase in salary, it is set at a level below that paid to Don Robert and reflects the fact that the primary market comparator for Brian Cassin, on appointment, reflected a heavier weighting towards UKlisted companies whereas the market for Don Robert was orientated more towards US and global companies.
In September 2013, the Board reviewed the fees of the non-executive directors, as it normally does every two years. Based on supporting market data, the following fee increases were approved and were implemented from 1 October 2013. The next review will be in September 2015.
| Previous fee level | Increase | New fee level | |
|---|---|---|---|
| Base fee | €125,000 | €7,500 | €132,500 |
| Audit Committee Chairman fee | €35,000 | €5,000 | €40,000 |
| Remuneration Committee Chairman fee | €27,000 | €5,000 | €32,000 |
| Deputy Chairman/SID fee | €80,000 | – | €80,000 |
Non-executive directors required to undertake intercontinental travel to attend Board meetings receive a supplementary payment of €6,000 per trip, in addition to any travel expenses. This amount is unchanged since October 2009.
Annual bonus
Annual bonuses will be awarded for achieving profit growth targets which are measured on a sliding scale, whereby maximum bonuses will only be paid for achieving exceptional results. The Committee has chosen not to disclose the performance targets for the forthcoming year in advance as these are considered to be commercially sensitive. Whilst we acknowledge that shareholders prefer the public disclosure of such targets, the Committee believes that this is not in shareholders' longer-term interests given that it would be damaging to the Company and useful to our competitors. If the Committee decides that these targets are no longer commercially sensitive, they will be disclosed in the next available remuneration report.
CIP
Don Robert and Brian Cassin have elected to defer 100% of their bonus into the CIP. Chris Callero is retiring as a director of the Company with effect from 16 July 2014. Matching shares, equivalent to 200% of the invested bonus, are expected to be granted in the first quarter of the year ending 31 March 2015. These will vest subject to the satisfaction of the following performance conditions, which will be measured over a three-year performance period:
| Vesting* | |||||
|---|---|---|---|---|---|
| Performance measure | Weighting | No match | 1 :1 match | 2:1 match | |
| Benchmark PBT (annual growth) | 50% | Below 7% | 7% | 14% | |
| Cumulative operating cash flow | 50% | Below US\$4.0bn | US\$4.0bn | US\$4.4bn |
*Straight-line vesting between the points shown.
These awards will be subject to a clawback feature, whereby the vesting of awards is subject to the Committee being satisfied that the vesting is not based on financial results which have been materially misstated.
PSP
Awards equivalent to 200% of salary are expected to be granted in the first quarter of the year ending 31 March 2015. These will vest subject to the satisfaction of the following performance conditions, which will be measured over a three-year performance period:
| Vesting* | ||||
|---|---|---|---|---|
| Performance measure | Weighting | 0% | 25% | 100% |
| Benchmark PBT (annual growth) | 75% | Below 7% | 7% | 14% |
| TSR of Experian vs. TSR of FTSE 100 Index | 25% | Below Index | Equal to Index | 25% above Index |
*Straight-line vesting between the points shown.
Vesting of these awards will be subject to the Committee agreeing that ROCE performance is satisfactory and, through a clawback feature, being satisfied that vesting is not based on financial results which have been materially misstated.
Annual report on remuneration continued
Awards under this plan will not be made to Don Robert and Chris Callero, as a result of their change in role and forthcoming retirement as a director of the Company, respectively.
Don Robert's outstanding share awards
Upon Don Robert's retirement as Chief Executive Officer, the following treatment will apply to his outstanding share awards in accordance with the relevant plan rules:
| Share-based incentives | Treatment |
|---|---|
| Share options | These will remain exercisable until their final lapse dates (31 May 2015 and 2 June 2016). |
| CIP awards | Awards vest on the normal vesting dates subject to the achievement of the relevant performance conditions. |
| PSP awards | Awards vest on the normal vesting dates, subject to time pro-rating and the achievement of the relevant performance conditions. |
Chief Financial Officer ('CFO')
As announced on 29 April 2014, Lloyd Pitchford will join Experian, as CFO. The Committee has agreed an annual salary of £525,000 on appointment and this will next be subject to review in April 2015. His ongoing remuneration package will be structured in line with the remuneration policy set out in the Directors' remuneration policy report. P79
On leaving his current employer, Mr Pitchford will forfeit a number of long-term incentive awards and an element of annual bonus.
The Committee's approach to compensating Mr Pitchford for his forfeited incentives was in line with its belief in not over-paying on recruitment and that any replacement share incentives ('buyout awards') would take into account the likely vesting and resulting value of the share incentives that was being given up.
In agreeing the structure of the arrangements for Mr Pitchford, the Committee's starting position was to replicate as closely as possible, in terms of structure and vesting dates, the share awards that were being forfeit. However, the Committee was mindful of shareholders' views that vesting periods should be a minimum of 12 months and that performance conditions should be applied to awards. As a result, vesting of all of the awards being made to Mr Pitchford is subject to performance conditions and the vesting periods have been extended, in some cases significantly, beyond those of Mr Pitchford's existing awards. Further information on how the buyout awards will be structured is set out below.
In the structure of buyout awards agreed, the Committee believes it has reached an appropriate balance between the views and concerns of shareholders and the commercial reality of hiring senior executive talent. Full details of the actual awards made will be disclosed in next year's Annual report on remuneration.
Recruitment awards to Lloyd Pitchford
Lloyd Pitchford's historic share awards were as follows:
- awards vesting in March 2015, March 2016 and March 2017 with no performance conditions; and
- awards vesting in March 2015, March 2016 and March 2017 subject to the satisfaction of performance conditions based on earnings per share and TSR.
The share awards, to be granted when Mr Pitchford joins Experian, will be structured as follows:
- for the awards with no performance conditions, these will be replaced with grants of Experian share awards with a similar face value and, with the exception of the award due to vest in 2015, will vest on the normal vesting dates in March 2016 and March 2017. The replacement award, for the original award vesting in March 2015, will vest 12 months from the date Mr Pitchford joins Experian. The vesting of these replacement awards will be subject to satisfactory financial and business performance over the vesting period and the achievement of Mr Pitchford's personal objectives.
- for the awards with performance conditions, these will be replaced with an award under the PSP in 2014. This will be subject to the same performance conditions as other PSP awards made in 2014 and will vest at the end of the three-year performance period.
In establishing the magnitude of the replacement awards, an independent consultant was used to estimate the fair value of the outstanding awards such that this value could be replicated after taking into account the fair value of the Experian awards.
For the avoidance of doubt, no further awards will be made to Mr Pitchford under the Experian share plans until 2015.
Annual bonus
The Committee has agreed to compensate Mr Pitchford for the annual bonus he will be forfeiting by increasing any annual bonus payment due to him in respect of the Experian annual bonus plan, by an amount equivalent to a target bonus payment under his previous plan, on a time pro-rated basis. For the avoidance of doubt, bonus payable under the Experian annual bonus plan will be subject to the same performance conditions as for the other executive directors and will be pro-rated to reflect Mr Pitchford's time in employment over the financial year.
Chief Operating Officer ('COO')
Kerry Williams will succeed Chris Callero as COO on 16 July 2014.
The Committee has agreed that he will remain on his current salary of US\$900,000 and this will next be subject to review in April 2015.
His ongoing remuneration package will be structured in line with the remuneration policy set out in the Directors' remuneration policy report.
Consideration by the directors of matters relating to directors' remuneration
In making its decisions, the Committee consults with the Chairman, the Chief Executive Officer and the Group HR Director. Other members of the Global Reward team are also invited to attend Committee meetings as appropriate. The Chief Financial Officer is also normally consulted in respect of performance conditions applying to short-term and long-term incentive arrangements. No executives are present when their own remuneration arrangements are being discussed.
The Committee has access to independent consultants to ensure it receives objective advice. Following a review and competitive tendering process in October 2013, the Committee appointed Towers Watson as external advisers, replacing Deloitte LLP who had advised the Committee since 2007. Towers Watson provides other services to Experian globally which comprises advice on pensions, benefits, employee engagement and market data.
Deloitte LLP continued to provide unrelated advisory and tax services to the Group during the year.
In addition, Kepler Associates ('Kepler') provided incentive plan award valuations and remuneration data in addition to supporting data for the target calibration process. Kepler does not provide any other services to the Group.
Towers Watson, Kepler and Deloitte LLP are members of the Remuneration Consultants Group and as such voluntarily operate under the Code of Conduct in relation to executive remuneration consulting in the UK. Accordingly the Committee was satisfied that their advice was objective and independent.
The fees paid to the current advisers for advice and services to the Committee in the year ended 31 March 2014 are set out in the following table. Fees are based on hours spent:
| Adviser | Fees paid in 2014 |
|---|---|
| Towers Watson | £40,510 |
| Kepler Associates | £24,750 |
Statement of voting at general meeting
The voting to approve last year's Report on directors' remuneration at the AGM on 17 July 2013 is set out in the following table:
| Votes for (including discretionary votes) |
% of votes cast | Votes against | % of votes cast | Total number of votes cast |
Number of votes withheld |
|---|---|---|---|---|---|
| 592.2m | 89.8% | 67.5m | 10.2% | 659.7m | 22.1m |
As discussed in the section titled Statement of consideration of shareholder views, the Committee wrote to shareholders in advance of the AGM explaining changes to the remuneration structure and engaged with them, where appropriate, to discuss any concerns or to clarify their understanding. After the AGM, a number of other shareholders who withheld their support were contacted in order to understand the reasons for their vote. P85
On behalf of the Remuneration Committee
Charles Brown Company Secretary
6 May 2014
Directors' report
The directors present their report and the audited financial statements for the year ended 31 March 2014. The Corporate P64
- governance report forms part of this
- Directors' report. The Strategic report contains certain information equivalent to that required in this Directors' report. P04
Research and development
Research and development plays a key role in supporting Experian's activities. Details of such activities are given in the Strategic report. P04
Results and dividends
The Group income statement shows a profit for the financial year ended 31 March 2014 of US\$754m (2013: US\$401m, as re-presented). The directors have announced the payment of a second interim dividend in lieu of a final dividend of 26.00 US cents per ordinary share (2013: 24.00 US cents) to be paid on 25 July 2014 to shareholders on the register of members on 27 June 2014. An interim dividend of 11.50 US cents per ordinary share was paid on 31 January 2014, giving a total dividend for the year of 37.50 US cents per ordinary share (2013: 34.75 US cents).
Directors
The directors' names, biographical details and key skills and experience are shown in the biographies section. Details regarding Board changes are contained in the Corporate governance report. P62 P64
Particulars of directors' remuneration, service contracts and interests in the Company's ordinary shares are shown in
the Report on directors' remuneration. There have been no changes in the directors' interests in such ordinary shares between the end of the financial year and 6 May 2014. P78
In accordance with the UK Corporate Governance Code, all directors (with the exception of Sir John Peace, Sir Alan Rudge and Chris Callero, who will retire from the Board with effect from the conclusion of the annual general meeting ('AGM') on 16 July 2014), being eligible, will offer themselves for election/ re-election at the AGM. An external evaluation of Board and Board committee performance, together with an evaluation of the performance of individual directors, was carried out during the year ended 31 March 2014 and the Board is satisfied that all directors contribute effectively and demonstrate commitment to their roles. Further details regarding the evaluation
process are contained in the Corporate governance report. P67
Insurance and third-party indemnification
During the year and up to the date of approval of this annual report, the Company maintained liability insurance and third-party indemnification provisions for its directors and officers.
Acquisitions and disposals
Information in respect of acquisitions and disposals made during the year is contained in the Strategic report and in note 40 and note 42 respectively to the Group financial statements.
Post balance sheet events
Details of events occurring after the end of the reporting period are contained in note 47 to the Group financial statements.
Share capital
Details of the Company's authorised and issued share capital and changes to the Company's share capital during the year ended 31 March 2014 are set out in
note K to the parent company financial statements. The rights and obligations attaching to the ordinary and deferred shares are also set out in note K and the Company's articles of association, a copy of which can be obtained from the Experian website, www.experianplc.com.
ADR programme
The Company has a Level 1 American Depositary Receipt ('ADR') programme in the US for which the Bank of New York Mellon acts as depositary. The ADRs are traded on the highest tier of the US overthe-counter market, OTCQX, where each ADR represents one Experian plc ordinary share. Further details are given in the Shareholder information section.
Restrictions on transfers of shares and/or voting rights
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights and, apart from those matters described below, there are no restrictions on the transfer of ordinary shares in the capital of the Company and/or voting rights:
- Certain restrictions on transfers of shares may from time to time be imposed by, for example, insider dealing regulations. In accordance with the UK Financial Conduct Authority's Listing Rules, directors are required to seek the Company's approval to deal in its shares. Certain employees are also required to seek approval to deal in the Company's shares.
- Some of Experian's share-based employee incentive plans include restrictions on transfer of shares while the shares are subject to the plan.
Substantial shareholdings
Substantial shareholders are required to notify their interests in accordance with the Company's articles of association, which obliges shareholders to comply with the notification obligations to the Company contained in the UK Disclosure and Transparency Rules. As at 6 May 2014, the Company had been notified of the interests below in its issued ordinary share capital or voting rights.
| Date of notification | Shareholder | Direct/indirect interest | Number of ordinary shares/voting rights |
Percentage of issued share capital/voting rights |
|---|---|---|---|---|
| 30 January 2014 | Harris Associates L.P. | Indirect | 50,233,366 | 5.02% |
- As described in the Report on directors' remuneration, nonexecutive directors receive a proportion of fees in shares until their shareholding reaches one times their annual fee. These shares may not normally be transferred during their period of office. P78
- Where, under a share-based employee incentive plan operated by Experian, participants are the beneficial owners of the shares but not the registered owner, the voting rights are normally exercised by the registered owner at the direction of the participants.
- Shares held in treasury carry no voting rights for as long as they are held as treasury shares.
- The deferred shares in the Company carry no voting rights.
- No member shall, unless the directors otherwise determine, be entitled in respect of any share held by him or her to vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings if any call or other sum presently payable by him or her to the Company in respect of that share remains unpaid.
- No member shall, unless the directors otherwise determine, be entitled to vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings if he or she fails within the prescribed period to provide the Company with information concerning interests in those shares required to be provided after being duly served with a notice pursuant to the articles of association of the Company.
- In accordance with the articles of association of the Company and save for certain limited circumstances, if the number of shares in the Company beneficially owned by residents of the US exceeds a defined permitted maximum and the directors give notice to the holder(s) of such shares,
such shares shall not confer on the holder(s) thereof the right to receive notice of, attend or vote at general meetings of the Company.
• Details of deadlines in respect of voting for the 2014 AGM are contained in the notice of meeting that has been circulated to shareholders and which can also be viewed at the Company's website.
Own shares
The existing authority for the Company to purchase its own shares, which expires at the end of this year's AGM, was given at the AGM held on 17 July 2013 and permitted the Company to purchase, in the market, 100,961,463 of its own shares.
During the year ended 31 March 2014, the Company purchased 10,991,165 of its own shares at a cost of US\$203m. No shares have been purchased by the Company since 31 March 2014. As at the date of approval of this annual report, the Company had an unexpired authority to purchase up to 89,970,298 of its own shares.
All shares purchased have been retained as treasury shares.
As at the date of approval of this annual report, the Company holds 38,536,619 (2013: 20,000,000) of its own shares as treasury shares. On 24 February 2014, 7,545,454 ordinary shares in the Company were transferred from RBC cees Trustee Limited, the trustee of the Experian plc Employee Share Trust, to the Company, in satisfaction of a loan repayment to the Company. The transferred shares are held by the Company in treasury.
Details of the new authority being requested at the 2014 AGM are contained in the circular to shareholders, which accompanies this annual report and is available on the Company's website at www.experianplc.com.
Details of the shares in the Company purchased by and held under the Experian plc Employee Share Trust and the Experian UK Approved All-Employee Share Plan are set out in note L to the parent company's financial statements.
Significant agreements – change of control
There are a number of agreements to which the Group is party that take effect, alter or terminate, or have the potential to do so, upon a change of control of the Company following a takeover bid. Details of the agreements of this nature are:
- The Group's banking facilities contain provisions which, in the event of a change of control of the Company, could result in a renegotiation or withdrawal of such facilities.
- The US\$600m 2.375% Senior Notes due 2017, the £400m 4.75% Euronotes due 2018, the €500m 4.75% Euronotes due 2020 and the £400m 3.50% Euronotes due 2021, issued by the Group, provide that holders may require repayment of the notes in the event that a rating agency downgrades or re-rates downwards the notes to below investment grade following a change of control of the Company.
- All of Experian's share-based employee incentive plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time.
- The Group is party to a limited number of operational arrangements which can be terminated or altered upon a change of control of the Company, but these are not considered to be individually significant to the business of the Group as a whole or, in certain cases, it is considered that their disclosure would be seriously prejudicial to the Company.
- The provisions in directors' service contracts relating to a change of control of the Company are
- described in the Report on directors' remuneration. P78
Directors' report continued
Appointment and removal of directors
Both the Company by ordinary resolution and the directors may elect any person to be a director, but the number of directors shall not exceed the maximum number fixed by the articles of association of the Company. Any person appointed by the directors shall only hold office until the next AGM and shall then be eligible for election. The office of a director shall be vacated on the occurrence of any of the events listed in article 92 of the articles of association of the Company. The Company may, in accordance with its articles of association, remove any director from office and elect another person in place of a director so removed.
Articles of association
The Company's articles of association may be amended by the passing of a special resolution.
Financial risk management, objectives and policies
Descriptions of the use of financial instruments and Experian's treasury and risk management objectives and policies are set out in the Financial review within the Strategic report and also in note 8 to the Group financial statements. P42
Political donations
Experian did not make any EU political donations during the year ended 31 March 2014.
Employment of people with disabilities
People with disabilities have equal opportunities when applying for vacancies. In addition to complying with legislative requirements, procedures are in place to ensure that disabled employees are fairly treated and that their training and career development needs are carefully managed. The policies are considered to operate effectively. The Group supports employees who become disabled during the course of their employment, by offering re-training or re-deployment, to provide an opportunity for them to remain with the Group whenever possible. P42
Employee involvement
Experian is committed to employee involvement throughout the business. The Group is intent on motivating and keeping staff informed on matters that concern them in the context of their employment and involving them through local consultative procedures. Where there are recognition agreements with trade unions, the consultation process is established through national and local trade union representatives and through joint consultation committees.
Employees are kept well informed on matters of interest and the financial and economic factors affecting the Group's performance through management channels, conferences, meetings, publications and intranet sites. More detail on employee engagement, together with information on diversity, succession planning and talent development, can be
found in the Our people section of the Strategic report. P14
Experian supports employee share ownership by providing Sharesave and other employee share plan arrangements, which are intended to align the interests of employees with those of shareholders.
Going concern
Details of the adoption by the Group and the Company of the going concern basis in preparing the financial statements are set out in the Financial review within the Strategic report and are incorporated into this report by reference.
Relevant audit information
As at 6 May 2014, so far as each director is aware, there is no relevant audit information, being information needed by the auditors in connection with preparing their report, of which the auditors are unaware and each director has taken all steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the auditors are aware of that information.
Annual general meeting
The Company's 2014 AGM will be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland at 9.30am on Wednesday 16 July 2014. Shareholders who are unable to attend in person may submit questions beforehand via email to agmquestions@ experianplc.com or on the prepaid card sent to shareholders with the notice of meeting. The questions will be addressed at the meeting, via the Company's website at www.experianplc.com or individually as appropriate. The notice of meeting has been circulated to shareholders and can also be viewed on the Company's website.
Independent auditors
The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution that they be re-appointed as the Company's auditors will be proposed at the AGM.
Statement of directors' responsibilities
The directors are responsible for:
- preparing the annual report, the Group and parent company financial statements and the Report on directors' remuneration in accordance with applicable law and regulations;
- preparing financial statements which give a true and fair view of the state of affairs at the balance sheet date, and the profit or loss for the period then ended of (a) the Group (in accordance with IFRSs as adopted for use in the European Union), and (b) the Company (in accordance with UK Accounting Standards);
- keeping proper accounting records which disclose, with reasonable accuracy, at any time the financial position of the Group and the Company and enable them to ensure that the Group financial statements comply with applicable law and Article 4 of the International Accounting Standards Regulation;
- taking such steps as are reasonably open to them to safeguard the assets of the Company and the Group, and to prevent and detect fraud and other irregularities; and
- the maintenance and integrity of the statutory and audited information on the Company's website (Jersey legislation and UK regulation governing the preparation and dissemination of financial statements may differ from requirements in other jurisdictions).
In addition, the directors consider that, in preparing the financial statements:
- suitable accounting policies have been selected and applied consistently;
- judgments and estimates made have been reasonable and prudent;
- the Group financial statements comply with IFRSs as adopted for use
in the European Union;
- all accounting standards which they consider applicable have been followed in preparing the parent company financial statements; and
- it is appropriate that the Group and parent company financial statements have been prepared on a going concern basis.
The directors confirm also that, to the best of their knowledge, the financial statements are prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the Group taken as a whole; and the Strategic report contains a fair review of the development and performance of the business and the position of the Company and the Group taken as a whole, together with a description of the principal risks and uncertainties that they face.
In addition, each of the directors considers that the annual report and financial statements, 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.
By order of the Board
Charles Brown
Company Secretary 6 May 2014
Corporate headquarters: Newenham House Northern Cross Malahide Road Dublin 17 Ireland Registered office: 22 Grenville Street St Helier Jersey JE4 8PX
Independent auditors' report to the members of Experian plc
Report on the Group financial statements
Our opinion
In our opinion the Group financial statements, defined below:
- give a true and fair view of the state of the Group's affairs as at 31 March 2014 and of the Group's profit and cash flows for the year then ended;
- have been properly prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union; and
- have been properly prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
This opinion is to be read in the context of what we say in the remainder of this report.
What we have audited
The Group financial statements, which are prepared by Experian plc, comprise:
- the Group balance sheet as at 31 March 2014;
- the Group income statement and Group statement of comprehensive income for the year then ended;
- the Group statement of changes in total equity and Group cash flow statement for the year then ended; and
- the notes to the Group 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.
Certain disclosures required by the financial reporting framework have been presented elsewhere in 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:
- whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed;
- the reasonableness of significant accounting estimates made by the directors; and
- 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 Group 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.
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 Group financial statements as a whole to be US\$52m, which represents 5% of profit before tax.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above US\$5m 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 structured into five geographical regions, being North America, Latin America, UK and Ireland, Europe, Middle East and Africa ('EMEA') and Asia Pacific ('APAC'). Each region comprises a number of reporting units. The Group financial statements comprise the financial information of these reporting units and the Group's central 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 Group financial statements as a whole.
Across these regions, we identified three reporting units (North America, Serasa SA and the United Kingdom) that required an audit of their complete financial information due to size alone. These three reporting units comprise 95% of the Group's profit before tax and 83% of the Group's revenue. Our audit work at these reporting units, together with procedures at the consolidated Group level, gave us 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 in the corporate governance report.
Independent auditors' report to the members of Experian plc continued
| Area of focus | How the scope of our audit addressed the area of focus |
|---|---|
| Tax – uncertain tax positions and tax planning The Group is subject to several tax regimes owing to the |
We obtained an understanding of the Group's tax strategy to identify tax risks relating to business and legislative developments. |
| geographical diversity of its businesses. The directors are required to exercise significant judgement in determining the appropriate amount to provide in respect of |
We recalculated management's valuations of tax provisions and determined whether the calculations were in line with the Group's tax policies and had been applied consistently. |
| potential tax exposures and uncertain tax positions. The most significant of these relate to Brazil and the UK. (Refer also to notes 16 and 35 to the financial statements.) |
We challenged the key underlying assumptions, particularly in Brazil and the UK, and in territories with new cross-border tax structures, having due regard for ongoing correspondence between the Group and local tax authorities. |
| We also assessed the recoverability of deferred tax assets by evaluating forecasts of future profits. |
|
| Litigation The Group is subject to a large number of claims and class actions relating to the disclosure and use of credit scores in Brazil which could have a significant impact on the results if the potential exposures were to materialise. The directors applied judgement when determining whether, and how much, to provide for these matters. |
We understood, assessed and tested management's controls in respect of litigation at the Group and local level. We discussed the nature and status of these exposures with in-house and external legal counsel. We obtained letters from the Group's external legal counsel to corroborate management's position. We assessed the appropriateness of provisions recorded in the financial statements and the completeness of disclosures in respect of contingent liabilities. |
| We focused on this area due to the magnitude of potential exposures, and the inherent complexity and judgement in whether to provide for or disclose certain exposures. |
|
| (Refer also to note 45 to the financial statements.) | |
| Goodwill and intangible asset impairment assessment We focused on this area because goodwill and intangible asset balances are material and there is significant judgement involved in the assumptions underpinning the |
We tested and challenged the directors' cash flow forecasts, and the process by which they were drawn up, including comparing them to the latest Board-approved plans from which forecasts are derived, and testing the underlying calculations. |
| cash flow forecasts used by the directors to support their carrying amounts. |
We challenged: |
| (Refer also to note 20 to the financial statements.) | • the directors' key assumptions for long-term growth rates in the forecasts by comparing them to historical results and economic forecasts; |
| • the discount rate by assessing the cost of capital for the Group and comparable organisations; and |
|
| • the short-term forecasted profit margins for the EMEA and Asia Pacific regions. |
|
| We also performed sensitivity analysis around the key drivers of the cash flow forecasts. Having ascertained the extent of change in those assumptions that either individually or collectively would be required for the goodwill to be impaired, we considered the likelihood of such a movement in those key assumptions. We also assessed the appropriateness and completeness of disclosures in respect of these sensitivities. |
|
| Acquisition accounting On 1 October 2013, the Group acquired The 41st Parameter, Inc. and on 21 November 2013 the Group acquired Passport Health Communications, Inc. There is judgement around the valuation of the intangible assets acquired, which directly impacts the valuation of the goodwill recognised. We focused on this area because it required the directors |
We tested the valuation of the assets and liabilities acquired, particularly those that are most reliant on judgement, notably intangible assets and related deferred tax. For the valuation exercise we examined the directors' cash flow forecasts for the acquired businesses, comparing them to Board-approved plans and challenging the underlying assumptions (mainly being the discount rates used and the remaining useful economic lives applied to the intangible assets), and we compared the forecasts against historical performance of the |
acquired component businesses.
(Refer also to note 40 to the financial statements.)
to exercise a significant level of judgement.
| Area of focus | How the scope of our audit addressed the area of focus |
|---|---|
| Fraud in revenue recognition ISAs (UK & Ireland) presume there is a risk of fraud in revenue recognition because of pressure management may feel to achieve the planned results. |
We evaluated the relevant systems and tested the internal controls over the accuracy, existence and timing of revenue recognised in the financial statements. We also tested journal entries posted to revenue accounts to identify unusual or irregular items and determine their compliance with Group revenue |
| Experian has multiple revenue streams with differing financial characteristics that result in different recognition criteria and audit procedures. |
recognition policies. We read significant customer agreements and tested the accounting for contractual milestones against the analysis of contract positions that |
| We focused on the timing of the recognition of revenue especially around multi-element contracts, deferred revenue and other non-standard contract terms. |
management maintains. |
| (Refer also to note 5(p) to the financial statements.) | |
| Risk of management override of internal controls ISAs (UK & Ireland) require that we consider this. |
We assessed the overall control environment of the Group, including the arrangements for staff to 'whistle-blow' 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 journal entries, including consolidation entries, and incorporated elements of unpredictability in the nature, timing and extent of our audit procedures. |
|
Going concern
The directors have voluntarily complied with Listing Rule 9.8.6(R)(3) of the UK Financial Conduct Authority and provided a statement in relation to going concern, set out in the directors' report, required for UK registered companies with a premium listing on the London Stock Exchange.
The directors have requested that we review the statement on going concern as if the Company were a UK registered company. 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 Group's financial statements using the going concern basis of accounting. The going concern basis presumes that the Group has adequate resources to remain in operation, and that the directors intend it 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 ability to continue as a going concern.
Other matters on which we are required to report by exception
Adequacy of information and explanations received
Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion, we have not received all the information and explanations we require for our audit. We have no exceptions to report arising from this responsibility.
Corporate governance report
Under the Listing Rules of the UK Financial Conduct Authority we are required to review the part of the corporate governance report 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.
Independent auditors' report to the members of Experian plc continued
As required by the Code Provision C.1.1, the directors have stated 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. 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:
- the statement given by the directors is materially inconsistent with our knowledge of the Group acquired in the course of performing our audit; or
- 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.
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:
- materially inconsistent with the information in the audited Group financial statements; or
- apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of performing our audit; or
- is otherwise misleading.
We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the Group 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 Group 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 Article 113A of the Companies (Jersey) Law 1991 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.
Other matter
We have reported separately on the parent company financial statements of Experian plc for the year ended 31 March 2014 and on the information in the directors' remuneration report that is described as having been audited.
Ranjan Sriskandan
For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Recognized Auditor London, United Kingdom 6 May 2014
Group income statement
for the year ended 31 March 2014
| Notes | 2014 | 2013 | |
|---|---|---|---|
| (Re-presented) | |||
| US\$m | (Note 3) US\$m |
||
| Revenue | 9 | 4,840 | 4,730 |
| Labour costs | 11(a) | (1,830) | (1,835) |
| Data and information technology costs | (481) | (453) | |
| Amortisation, depreciation and impairment charges | 11(b) | (524) | (465) |
| Marketing and customer acquisition costs | (405) | (375) | |
| Other operating charges | (506) | (545) | |
| Total operating expenses | (3,746) | (3,673) | |
| Operating profit | 1,094 | 1,057 | |
| Interest income | 22 | 20 | |
| Finance expense | (69) | (643) | |
| Net finance costs | 15(a) | (47) | (623) |
| Share of post-tax profit of associates | 2 | – | |
| Profit before tax | 9 | 1,049 | 434 |
| Group tax charge | 16 | (302) | (151) |
| Profit after tax for the financial year from continuing operations | 747 | 283 | |
| Profit for the financial year from discontinued operations | 17(a) | 7 | 118 |
| Profit for the financial year | 754 | 401 | |
| Attributable to: | |||
| Owners of Experian plc | 753 | 362 | |
| Non-controlling interests | 1 | 39 | |
| Profit for the financial year | 754 | 401 | |
| Notes | US cents | US cents | |
| Earnings per share | |||
| Basic | 18(a) | 76.8 | 36.6 |
| Diluted | 18(a) | 75.8 | 35.9 |
| Earnings per share from continuing operations | |||
| Basic | 18(a) | 76.1 | 24.7 |
| Diluted | 18(a) | 75.1 | 24.2 |
| Notes | US cents | US cents | |
| Non-GAAP information: | |||
| Full year dividend per share | 19 | 37.50 | 34.75 |
Group statement of comprehensive income
for the year ended 31 March 2014
| Notes | 2014 | 2013 | |
|---|---|---|---|
| (Re-presented) | |||
| US\$m | (Note 3) US\$m |
||
| Profit for the financial year | 754 | 401 | |
| Other comprehensive income | |||
| Items that will not be reclassified to profit or loss: | |||
| Remeasurement of post-employment benefit assets and obligations | 34 | (14) | (56) |
| Deferred tax credit | 4 | 13 | |
| Items that will not be reclassified to profit or loss | (10) | (43) | |
| Items that may be reclassified subsequently to profit or loss: | |||
| Fair value gains recognised on available-for-sale financial assets | 28 | 5 | 3 |
| Currency translation losses | (188) | (39) | |
| Items that may be reclassified subsequently to profit or loss | (183) | (36) | |
| Reclassification of cumulative currency translation gain in respect of divestments | (2) | – | |
| Other comprehensive income for the financial year, net of tax | (195) | (79) | |
| Total comprehensive income for the financial year | 559 | 322 | |
| Attributable to: | |||
| Continuing operations | 552 | 181 | |
| Discontinued operations | 7 | 118 | |
| Owners of Experian plc | 559 | 299 | |
| Non-controlling interests | – | 23 | |
| Total comprehensive income for the financial year | 559 | 322 |
Amounts reported within other comprehensive income are in respect of continuing operations and, except as reported above for post-employment benefit assets and obligations, there is no associated tax. Currency translation items are taken directly to the translation reserve within other reserves. Other items within other comprehensive income are taken directly to retained earnings.
Non-GAAP measures: Reconciliation of profit before tax to Benchmark PBT
for year ended 31 March 2014
| 2013 | ||
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| 9 | 1,049 | 434 |
| 13 | 54 | 66 |
| 14 | 131 | 123 |
| 14 | 15 | – |
| 14 | 10 | 4 |
| 14 | – | 1 |
| 15(c) | (27) | 561 |
| 9 | 1,232 | 1,189 |
| Notes | US cents | US cents |
| 18(a) | 91.7 | 85.2 |
| 18(a) | 90.5 | 83.4 |
| Notes | 2014 |
Group balance sheet
at 31 March 2014
| Notes | 2014 US\$m |
2013 US\$m |
|
|---|---|---|---|
| Non-current assets | |||
| Goodwill | 20 | 4,807 | 4,057 |
| Other intangible assets | 21 | 1,869 | 1,474 |
| Property, plant and equipment | 22 | 469 | 478 |
| Investments in associates | 13 | 21 | |
| Deferred tax assets | 35(a) | 460 | 643 |
| Post-employment benefit assets | 34 | 74 | 80 |
| Trade and other receivables | 23 | 9 | 10 |
| Available-for-sale financial assets | 28 | 46 | 41 |
| Other financial assets | 29(a) | 229 | 156 |
| 7,976 | 6,960 | ||
| Current assets | |||
| Inventories | 2 | 7 | |
| Trade and other receivables | 23 | 942 | 923 |
| Current tax assets | 35(b) | 13 | 49 |
| Other financial assets | 29(a) | 27 | 27 |
| Cash and cash equivalents | 24 | 212 | 229 |
| 1,196 | 1,235 | ||
| Current liabilities | |||
| Trade and other payables | 25 | (1,168) | (1,197) |
| Borrowings | 26(a) | (584) | (635) |
| Current tax liabilities | 35(b) | (91) | (41) |
| Provisions | 36 | (54) | (52) |
| Other financial liabilities | 29(a) | (5) | (20) |
| (1,902) | (1,945) | ||
| Net current liabilities | (706) | (710) | |
| Total assets less current liabilities | 7,270 | 6,250 | |
| Non-current liabilities Trade and other payables |
25 | (52) | (41) |
| Borrowings | 26(a) | (3,576) | (2,626) |
| Deferred tax liabilities | 35(a) | (412) | (222) |
| Post-employment benefit obligations | 34 | (61) | (56) |
| Provisions | 36 | – | (1) |
| Other financial liabilities | 29(a) | (65) | (80) |
| (4,166) | (3,026) | ||
| Net assets | 3,104 | 3,224 | |
| Equity | |||
| Called up share capital | 37 | 103 | 102 |
| Share premium account | 37 | 1,492 | 1,480 |
| Retained earnings | 38 | 18,167 | 17,849 |
| Other reserves | 38 | (16,680) | (16,247) |
| Attributable to owners of Experian plc | 3,082 | 3,184 | |
| Non-controlling interests | 22 | 40 | |
| Total equity | 3,104 | 3,224 |
These financial statements were approved by the Board on 6 May 2014 and were signed on its behalf by:
Sir Alan Rudge Director
Group statement of changes in total equity
for the year ended 31 March 2014
| Called up share capital (Note 37) |
Share premium account (Note 37) |
Retained earnings (Note 38) |
Other reserves (Note 38) |
Attributable to owners of Experian plc |
Non controlling interests |
Total equity |
|
|---|---|---|---|---|---|---|---|
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| At 1 April 2013 | 102 | 1,480 | 17,849 | (16,247) | 3,184 | 40 | 3,224 |
| Profit for the financial year | – | – | 753 | – | 753 | 1 | 754 |
| Other comprehensive income for the financial year | – | – | (5) | (189) | (194) | (1) | (195) |
| Total comprehensive income for the financial year | – | – | 748 | (189) | 559 | – | 559 |
| Transactions with owners: | |||||||
| Employee share incentive plans: | |||||||
| – value of employee services | – | – | 70 | – | 70 | – | 70 |
| – shares issued on vesting | 1 | 12 | – | – | 13 | – | 13 |
| – other exercises of share awards and options | – | – | (132) | 85 | (47) | – | (47) |
| – related tax credit | – | – | 4 | – | 4 | – | 4 |
| – purchase of own shares by employee trusts | – | – | – | (126) | (126) | – | (126) |
| – other payments | – | – | (7) | – | (7) | – | (7) |
| Purchase of own shares held as treasury shares | – | – | – | (203) | (203) | – | (203) |
| Transactions with non-controlling interests | – | – | (16) | – | (16) | (12) | (28) |
| Dividends paid | – | – | (349) | – | (349) | (6) | (355) |
| Transactions with owners | 1 | 12 | (430) | (244) | (661) | (18) | (679) |
| At 31 March 2014 | 103 | 1,492 | 18,167 | (16,680) | 3,082 | 22 | 3,104 |
| Called up | Share | Retained | Other | Attributable | Non | Total | |
| share capital |
premium account |
earnings | reserves | to owners of Experian plc |
controlling interests |
equity | |
| (Note 37) | (Note 37) | (Note 38) | (Note 38) | ||||
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| At 1 April 2012 | 102 | 1,471 | 17,350 | (16,151) | 2,772 | 159 | 2,931 |
| Profit for the financial year | – | – | 362 | – | 362 | 39 | 401 |
| Other comprehensive income for the financial year | – | – | (40) | (23) | (63) | (16) | (79) |
Transactions with owners: Employee share incentive plans:
| – value of employee services | – | – | 78 | – | 78 | – | 78 |
|---|---|---|---|---|---|---|---|
| – shares issued on vesting | – | 9 | – | – | 9 | – | 9 |
| – other exercises of share awards and options | – | – | (105) | 148 | 43 | – | 43 |
| – related tax credit | – | – | 15 | – | 15 | – | 15 |
| – purchase of own shares by employee trusts | – | – | – | (221) | (221) | – | (221) |
| – other payments | – | – | (4) | – | (4) | – | (4) |
| Liability for put option over non-controlling interests | – | – | (15) | – | (15) | – | (15) |
| Non-controlling interests arising on business combinations | – | – | – | – | – | 1 | 1 |
| Acquisition of non-controlling interest in Serasa | – | – | 534 | – | 534 | (85) | 449 |
| Other transactions with non-controlling interests | – | – | (4) | – | (4) | (4) | (8) |
| Dividends paid | – | – | (322) | – | (322) | (54) | (376) |
| Transactions with owners | – | 9 | 177 | (73) | 113 | (142) | (29) |
| At 31 March 2013 | 102 | 1,480 | 17,849 | (16,247) | 3,184 | 40 | 3,224 |
Total comprehensive income for the financial year – – 322 (23) 299 23 322
Group cash flow statement
for the year ended 31 March 2014
| Notes | 2014 US\$m |
2013 US\$m |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Cash generated from operations | 39(a) | 1,641 | 1,602 |
| Interest paid | (95) | (80) | |
| Interest received | 21 | 12 | |
| Dividends received from associates | 1 | 1 | |
| Tax paid | 39(d) | (174) | (162) |
| Net cash inflow from operating activities – continuing operations | 1,394 | 1,373 | |
| Net cash inflow from operating activities – discontinued operations | 17(b) | 140 | 64 |
| Net cash inflow from operating activities | 1,534 | 1,437 | |
| Cash flows from investing activities | |||
| Purchase of other intangible assets | (319) | (345) | |
| Purchase of property, plant and equipment | (83) | (115) | |
| Sale of property, plant and equipment | 8 | 1 | |
| Purchase of investments in associates | – | (8) | |
| Purchase of other financial assets | (3) | – | |
| Acquisition of subsidiaries, net of cash acquired | 39(e) | (1,223) | (38) |
| Disposal of subsidiaries – continuing operations | 25 | 5 | |
| Disposal of subsidiaries – discontinued operations | 42(b) | 5 | (8) |
| Net cash flows used in investing activities | (1,590) | (508) | |
| Cash flows from financing activities | |||
| Employee share incentive plans: | |||
| – proceeds from issue of ordinary shares | 39(f) | 13 | 9 |
| – net cash (outflow)/inflow on vesting of share awards and exercise of share options | 39(f) | (55) | 61 |
| – purchase of own shares by employee trusts | 39(f) | (126) | (250) |
| – other payments | (7) | (4) | |
| Purchase of own shares held as treasury shares | 39(f) | (203) | – |
| Payments to acquire non-controlling interests | 39(g) | (19) | (1,507) |
| New borrowings | 1,911 | 1,135 | |
| Repayment of borrowings | (1,139) | (12) | |
| Capital element of finance lease rental payments | (5) | (1) | |
| Net receipts on derivative financial instruments held to manage currency profile | 43 | – | |
| Net receipts from equity swaps | 5 | – | |
| Dividends paid | (355) | (376) | |
| Net cash flows from/(used in) financing activities | 63 | (945) | |
| Net increase/(decrease) in cash and cash equivalents | 7 | (16) | |
| Cash and cash equivalents at 1 April | 226 | 254 | |
| Exchange and other movements on cash and cash equivalents | (25) | (12) | |
| Cash and cash equivalents at 31 March | 39(h) | 208 | 226 |
Notes to the Group financial statements
for the year ended 31 March 2014
1. Corporate information
Experian plc (the 'Company'), the ultimate parent company of the Experian group of companies ('Experian' or the 'Group'), is incorporated and registered in Jersey as a public company limited by shares and is resident in Ireland. The Company's registered office is at 22 Grenville Street, St Helier, Jersey JE4 8PX. The Company's ordinary shares are traded on the London Stock Exchange's Regulated Market (Premium Listing). Experian is the leading global information services group.
There has been no change in this information since the annual report for the year ended 31 March 2013.
2. Basis of preparation
These financial statements are:
- prepared in accordance with International Financial Reporting Standards ('IFRS' or 'IFRSs') as adopted for use in the European Union (the 'EU') and IFRS Interpretations Committee interpretations (together 'EU-IFRS');
- prepared on a going concern basis and under the historical cost convention, as modified for the revaluation of available-for-sale financial assets and certain other financial assets and financial liabilities including derivatives;
- presented in US dollars, the most representative currency of the Group's operations, and generally rounded to the nearest million;
- prepared using the principal exchange rates set out in note 10; and
- designed to include disclosures to comply with those parts of the UK Companies Act 2006 applicable to companies reporting under IFRS.
The use of critical accounting estimates and management judgment is required in applying the accounting policies. Areas involving a higher degree of judgment or complexity, or where assumptions and estimates are significant to the Group financial statements, are highlighted in note 6.
There has been no change in this information since the annual report for the year ended 31 March 2013. The Company's own financial statements are again prepared under UK accounting standards and set out on pages 164 to 169.
3. Changes in accounting standards
Accounting standards, amendments or interpretations effective for the first time in the year ended 31 March 2014 which had a material impact on these financial statements are detailed below.
(a) Amendment to IAS 1 'Financial statements presentation'
In accordance with this amendment, amounts reported in the Group statement of comprehensive income are now grouped to separately report items that will not be reclassified to profit or loss and items that may be reclassified subsequently to profit or loss. Comparative figures have been re-presented in the appropriate grouping.
(b) IAS 19 (revised) 'Employee benefits'
Experian adopted IAS 19 (revised) with effect from 1 April 2013. This revision requires the use of the discount rate to determine both the interest income on pension assets and the interest expense on post-employment benefit obligations. The resulting net interest is reported within interest income or expense as appropriate. Pension plan administration costs are now required to be reported within operating profit rather than as a deduction from the return on pension assets.
Comparative figures have been re-presented accordingly. The effect is to reduce Profit before tax and Benchmark profit before tax for the year ended 31 March 2013 by US\$6m. Operating profit is reduced by pension plan administration costs of US\$2m, recognised in the Central Activities segment, and net finance costs are increased by US\$4m. Remeasurement losses on post-employment benefit assets and obligations recognised in the Group statement of comprehensive income have been reduced by US\$5m, including a tax effect of US\$1m. There is no effect on the Group balance sheet at 31 March 2013 nor on amounts in the Group cash flow statement for the year then ended.
(c) Amendment to IFRS 7 'Financial instruments: disclosures'
Experian has provided the additional disclosures required within these financial statements.
(d) IFRS 13 'Fair value measurement'
IFRS 13 establishes a single source of guidance for all fair value measurements but its application has not materially affected the Group's fair value measurements. In accordance with the transitional provisions of IFRS 13, Experian has applied the new fair value measurement guidance prospectively. Additional disclosures required by IFRS 13 are included in notes 29 and 30.
4. Recent accounting developments
The information below is a summary of other external accounting developments, none of which is currently expected to have a significant impact on the Group. We routinely review such developments and adapt our financial reporting systems as appropriate.
The following accounting standards, amendments and interpretations are effective for the first time for the Group's accounting periods beginning on or after 1 April 2014:
- IFRS 10 'Consolidated financial statements';
- IFRS 11 'Joint arrangements';
- IFRS 12 'Disclosure of interests in other entities';
- Amendments to IFRS 10, IFRS 11 and IFRS 12 'Transition guidance';
- IAS 27 (revised) 'Separate financial statements';
- IAS 28 (revised) 'Associate and joint ventures';
- Amendment to IAS 32 'Financial instruments amendment on financial assets and liability offsetting';
- Amendment to IAS 36 'Recoverable amount disclosures for non-financial assets'; and
- Amendment to IAS 39 'Novation of derivatives and continuation of hedge accounting'.
At 31 March 2014 there are a number of new standards and amendments to existing standards in issue but not yet effective, including IFRS 9 'Financial instruments' which is being issued in phases. Until IFRS 9 is finalised, its full requirements remain uncertain and it is not currently possible to assess the impact of its adoption on the Group. There are no other new standards, amendments to existing standards or interpretations that are not yet effective that would be expected to have a material impact on the Group.
5. Significant accounting policies
The significant accounting policies applied are summarised below. They have been consistently applied to both years presented. In the interests of brevity and clarity, the explanations of these policies now focus on areas where judgment is applied or which are particularly important in the financial statements. The inclusion of content from accounting standards, amendments and interpretations has been largely discontinued for items where there is simply no policy choice under EU-IFRS. For ease of reference, the content within this note is arranged as follows:
- sections (a) to (d) content of general applicability in the preparation of these financial statements;
- sections (e) to (o) balance sheet policies to be read in conjunction with specific notes as indicated;
- sections (p) to (w) income statement policies to be read in conjunction with specific notes as indicated; and
- section (x) the policy and presentation principles adopted for the disclosure of segment information in accordance with IFRS 8 'Operating segments'.
(a) Basis of consolidation
Experian follows EU-IFRS including:
- IFRS 3 'Business combinations';
- IFRS 5 'Non-current assets held for sale and discontinued operations'; and
- IAS 27 'Consolidated and separate financial statements'.
The accounting policies of subsidiaries and segments used for consolidation purposes are consistent with Group policies. The Group financial statements incorporate the financial statements of the Company and its subsidiary undertakings for the year ended 31 March 2014. A list of the significant subsidiaries is given in note O to the parent company financial statements.
(b) Foreign currency translation
Experian follows EU-IFRS, including IAS 21 'The effects of changes in foreign exchange rates'.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
5. Significant accounting policies continued
(c) Fair value estimation
Experian follows EU-IFRS including IFRS 13 'Fair value measurement'. The fair values of derivative financial instruments and other financial assets and liabilities are determined by using market data and established estimation techniques such as discounted cash flow and option valuation models. The fair value of foreign exchange contracts is based on a comparison of the contractual and year end exchange rates. The fair values of other derivative financial instruments are estimated by discounting the future cash flows to net present values using appropriate market rates prevailing at the year end.
(d) Impairment of non-financial assets
Experian follows EU-IFRS, including IAS 36 'Impairment of assets'. Assets that are not subject to amortisation or depreciation are tested annually for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment charge is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell, and value-in-use. For the purposes of assessing impairment, assets are grouped into cash generating units ('CGUs'), determined by the lowest levels for which there are separately identifiable cash flows.
(e) Goodwill (note 20)
Experian follows EU-IFRS, including IAS 38 'Intangible assets'.
(f) Other intangible assets (note 21)
Experian follows EU-IFRS, including IAS 38 'Intangible assets'.
Acquisition intangibles
Intangible assets acquired as part of a business combination are capitalised on acquisition at fair value separately from goodwill, if those assets are identifiable, separable or arise from legal rights and their fair value can be measured reliably. Such assets are referred to as acquisition intangibles in these financial statements. Amortisation is charged on a straight-line basis as follows:
- Customer and other relationships over three to 18 years, based on management's estimates of the average lives of such relationships; and
- Acquired software development over three to eight years, based on the expected life of the asset.
Marketing-related assets:
- Trademarks and licences over their contractual lives up to a maximum period of 20 years; and
- Trade names over three to 14 years, based on management's expected retention of trade names within the business.
Other intangibles
Other intangibles are capitalised at cost, in accordance with IAS 38. Capitalisation and amortisation policies are:
- Databases capitalised databases, which comprise the data purchase and data capture costs of internally developed databases, are amortised over three to seven years.
- Computer software (internal use software) computer software licences purchased for internal use are capitalised on the basis of the costs incurred to purchase and bring into use the specific software. These costs are amortised over three to ten years.
- Computer software (internally generated software) costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that will generate economic benefits beyond one year, are recognised as intangible assets. These costs are amortised over three to ten years.
(g) Property, plant and equipment (note 22)
Items of property, plant and equipment are held at cost less accumulated depreciation, in accordance with IAS 16 'Property, plant and equipment'. Depreciation is charged on a straight-line basis as follows:
- Freehold properties over 50 years;
- Short leasehold properties over the remaining period of the lease;
- Finance leases over the lower of the useful life of the equipment and period of the lease; and
- Other plant and equipment over three to ten years according to the estimated life of the asset. Technology-based assets are typically depreciated over three to five years with other infrastructure assets depreciated over five to ten years.
(h) Trade receivables (note 23)
Trade receivables are initially recognised at fair value and subsequently measured at this value less any provision for impairment. Where the time value of money is material, receivables are then carried at amortised cost using the effective interest rate method, less any provision for impairment.
A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Such evidence is based primarily on the pattern of cash received, compared to the terms upon which the receivable is contracted. The amount of the provision is the difference between the carrying amount and the value of estimated future cash flows. Any charges or credits in respect of such provisions and irrecoverable trade receivables are recognised in the Group income statement within other operating charges.
(i) Cash and cash equivalents (note 24)
Cash and cash equivalents include cash in hand, term and call deposits held with banks and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the Group balance sheet. For the purposes of the Group cash flow statement, cash and cash equivalents are reported net of bank overdrafts.
(j) Financial assets (notes 28 and 29)
As required by IFRS 7 'Financial instruments: disclosures', the Group classifies its financial assets in the four categories set out below.
- Loans and receivables comprising trade and other receivables and cash and cash equivalents.
- Derivatives used for hedging including interest rate swaps, cross currency swaps, foreign exchange contracts and equity swaps.
- Assets at fair value through profit and loss comprising non-hedging derivative financial instruments.
- Available-for-sale financial assets being non-derivative financial assets either designated to this category or not classified in the other financial asset categories.
(k) Derivative financial instruments (note 29)
The Group uses derivative financial instruments to manage its exposures to fluctuations in foreign exchange rates, interest rates and certain obligations relating to share incentive plans, including social security obligations. Instruments used include interest rate swaps, cross currency swaps, foreign exchange contracts and equity swaps. These are recognised as assets or liabilities as appropriate and are classified as non-current unless they mature within one year of the balance sheet date.
Derivatives are initially recognised at their fair value on the date a contract is entered into, and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the hedge relationship.
Hedging derivatives
The Group designates certain derivatives as fair value hedges, being hedges of the fair value of a recognised asset or liability or a firm commitment. The Group does not currently enter into cash flow or net investment hedges.
The Group documents both the relationship between hedging instruments and hedged items at the hedge inception, and its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment as to whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values of hedged items. This effectiveness testing is performed at every reporting date throughout the life of the hedge to confirm that the hedge remains, and will continue to remain, highly effective. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised or no longer qualifies for hedge accounting.
Changes in the fair value of derivatives that are designated and qualify as fair value hedging instruments are recognised in the Group income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The ineffective portion of a fair value hedge is recognised in net finance costs in the Group income statement.
Non-hedging derivatives
Changes in the fair value of such derivative instruments are recognised immediately in the Group income statement. Cost and income amounts in respect of derivatives entered into in connection with social security obligations on employee share incentive plans, other than amounts of a financing nature, are charged or credited within labour costs. Other costs and changes in the fair value of such derivatives are charged or credited within financing fair value remeasurements in the Group income statement.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
5. Significant accounting policies continued
(l) Borrowings (note 26)
Borrowings are recognised initially at fair value, net of any transaction costs incurred. Borrowings are subsequently stated at amortised cost except where they are hedged by an effective fair value hedge, in which case the carrying value is adjusted to reflect the fair value movements associated with the hedged risk.
Borrowings are classified as non-current to the extent that the Group has an unconditional right to defer settlement of the liability for at least one year after the balance sheet date.
(m) Trade payables (note 25)
Trade payables are recognised initially at fair value. Where the time value of money is material, payables are then carried at amortised cost using the effective interest rate method.
(n) Post-employment benefit assets and obligations (note 34)
Defined benefit pension arrangements – funded plans
The post-employment benefit assets and obligations recognised in the Group balance sheet in respect of funded plans comprise the fair value of plan assets of funded plans less the present value of the related defined benefit obligation at that date. The defined benefit obligation is calculated annually by independent qualified actuaries using the projected unit credit method. Under this method, and in view of the fact that the principal Experian funded plan is closed to new entrants, the current service cost increases as members approach retirement due to the plan's ageing active membership.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows, using market yields on high-quality corporate sterling bonds with maturity terms consistent with the estimated average term of the related pension liability.
Remeasurement gains and losses arising from experience adjustments, and changes in actuarial assumptions, are recognised immediately in the Group statement of comprehensive income.
The pension cost recognised in the Group income statement comprises the cost of benefits accrued and interest on the opening net defined benefit asset or obligation. Service costs and the net financing income or expense are recognised separately in the Group income statement. Plan expenses are charged within labour costs.
Defined benefit pension arrangements – unfunded plans
Unfunded pension obligations are determined and accounted for in accordance with the principles used in respect of the funded arrangements.
Defined contribution pension arrangements
The assets of defined contribution plans are held separately from those of the Group in independently administered funds. The pension cost recognised in the Group income statement represents the contributions payable by the Group to these funds in respect of the year.
Post-retirement healthcare obligations
Obligations in respect of post-retirement healthcare plans are calculated annually by independent qualified actuaries using an actuarial methodology similar to that for the funded defined benefit pension arrangements. Remeasurement gains and losses arising from experience adjustments, and changes in actuarial assumptions, are recognised in the Group statement of comprehensive income. The cost recognised in the Group income statement only comprises interest on the obligation.
(o) Own shares (note 38)
Shares in the Company purchased in connection with any share buyback programme, and held as treasury shares, are shown as a deduction from total equity at cost.
The Group has a number of equity-settled, share-based employee incentive plans and, in this connection, shares in the Company are held by The Experian plc Employee Share Trust and the Experian UK Approved All-Employee Share Plan. The assets of these entities mainly comprise Experian shares, which are also shown as a deduction from total equity at cost.
(p) Revenue recognition
Revenue represents the fair value of consideration receivable on the provision of services, net of value added tax and other sales taxes, rebates and discounts. Revenue includes the provision and processing of data, subscriptions to services, software and database customisation and development and the sale of software licences, maintenance and related consulting services.
Revenue in respect of the provision and processing of data is recognised in the year in which the service is provided. Subscription revenues, and revenues in respect of services to be provided by an indeterminate number of acts over a specified period of time, are recognised on a straight-line basis over those periods. Customisation, development and consulting revenues are recognised by reference to the stage of completion of the work which is generally on the basis of costs incurred to date as a percentage of estimated total costs. Revenue from software licences is recognised upon delivery. Revenue from maintenance agreements is recognised on a straight-line basis over the term of the maintenance period.
Where a single arrangement comprises a number of individual elements which are capable of operating independently of one another, the total revenues are allocated amongst the individual elements based on an estimate of the fair value of each element. Where the elements are not capable of operating independently, or reasonable measures of fair value for each element are not available, total revenues are recognised on a straight-line basis over the contract period to reflect the timing of services performed.
Sales are generally invoiced in the geographic area in which the customer is located and accordingly the geographic location of the invoicing company is used as the basis for attributing revenue to individual countries.
(q) Operating charges
Operating charges are reported by nature in the Group income statement, reflecting the Group's cost-management control structure.
Details of charges in respect of share incentive plans within labour costs are set out in note (t) below. Those for post-employment benefits are set out in note (n) above.
Details of the Group's amortisation and depreciation policy are given in notes (f) and (g) above. The principles upon which impairment charges are recognised are set out in note (d) above.
Payments made under operating leases are charged in the Group income statement on a straight-line basis over the lease period. Incentives from lessors are recognised as a systematic reduction of the charge over the lease period.
(r) Net finance costs (note 15)
Incremental transaction costs which are directly attributable to the issue of debt are capitalised and amortised over the expected life of the borrowing using the effective interest rate method. All other borrowing costs are charged in the Group income statement in the year in which they are incurred.
Amounts payable or receivable in respect of interest rate swaps are taken to net finance costs over the periods of the contracts, together with the interest differentials reflected in foreign exchange contracts.
Details of the nature of movements in the fair value of derivatives which are reported as financing fair value remeasurements are included in note (k) above. The change in the year in the net present value of put/call option agreements in place, in respect of shares held by non-controlling shareholders, is recognised as a financial fair value remeasurement within net finance costs.
(s) Tax (note 16)
The tax charge or credit for the year is recognised in the Group income statement, except for tax on items recognised in other comprehensive income or directly in equity. In such cases the tax is recognised in other comprehensive income or directly in equity as appropriate.
Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates.
Deferred tax is provided in full on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Group financial statements. Deferred tax is not recognised on taxable temporary differences arising on the initial recognition of goodwill. Deferred tax that arises from the initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss, is not accounted for. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply when the asset is realised or the liability settled, based on the tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Group operates.
Deferred tax assets are recognised in respect of tax losses carried forward and other temporary differences, to the extent that the realisation of the related tax benefit through future taxable profits is probable. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where they relate to the same tax authority.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
5. Significant accounting policies continued
(t) Share incentive plans (note 32)
The fair value of share incentives granted in connection with the Group's equity-settled, share-based employee incentive plans is recognised as an expense on a straight-line basis over the vesting period. Fair value is measured using whichever of the Black-Scholes model, Monte Carlo model or closing market price is most appropriate. The Group takes into account the best estimate of the number of awards and options expected to vest and such estimates are revised at each balance sheet date. Non-market performance conditions are included in the vesting estimates. Market-based performance conditions are included in the fair value measurement but are not revised for actual performance.
(u) Contingent consideration
Contingent consideration is recognised in accordance with EU-IFRS, including IFRS 3.
(v) Discontinued operations (note 17)
Discontinued operations are reported in accordance with EU-IFRS, including IFRS 5.
(w) Earnings per share (note 18)
Earnings per share are reported in accordance with EU-IFRS, including IAS 33.
(x) Segment information policy and presentation principles (note 9)
Experian is organised into, and managed on a worldwide basis through, the following five operating segments, which are based on geographic areas and supported by central functions:
- North America;
- Latin America;
- UK and Ireland;
- Europe, Middle East and Africa ('EMEA'); and
- Asia Pacific.
The chief operating decision maker assesses the performance of these operating segments on the basis of EBIT, as defined in note 7.
The 'All other segments' category required to be disclosed has been captioned as EMEA/Asia Pacific in these financial statements. This combines information in respect of the EMEA and Asia Pacific segments as neither of these operating segments is individually reportable, on the basis of their share of the Group's results and net assets.
Experian separately presents information equivalent to segment disclosures in respect of the costs of its central functions under the caption of 'Central Activities', as management believes that this information is helpful to users of the financial statements. Costs reported for Central Activities include costs arising from finance, treasury and other global functions.
Inter-segment transactions are entered into under the normal commercial terms and conditions that would be available to unrelated third parties. Inter-segment transactions have no material impact on the Group's results.
Segment assets exclude tax assets, cash and cash equivalents and derivatives designated as hedges of borrowings. Segment liabilities exclude tax liabilities, borrowings and related hedging derivatives. Net assets reported for Central Activities comprise corporate head office assets and liabilities, including certain post-employment benefit assets and obligations and derivative assets and liabilities. Capital expenditure comprises additions to property, plant and equipment and intangible assets, other than additions through business combinations.
Information required to be presented additionally includes analysis of the Group's revenues over groups of service lines. This is supplemented by voluntary disclosure of the profitability of those groups of service lines. For ease of reference, Experian continues to use the term 'business segments' when discussing the results of groups of service lines. Experian's four business segments, details of which are given in the separate Strategic report section of this annual report, are:
- Credit Services;
- Decision Analytics;
- Marketing Services; and
- Consumer Services.
The North America and the UK and Ireland operating segments derive revenues from all of the Group's business segments. The EMEA and Asia Pacific segments currently do not derive revenue from the Consumer Services business segment and such revenue generated in the Latin America segment is not yet sufficiently material to be disclosed separately.
Reportable segment information for the full year provided to the chief operating decision maker is set out in note 9(a).
6. Critical accounting estimates and judgments
(a) Critical accounting estimates and assumptions
In preparing the Group financial statements, management is required to make estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities. The resulting accounting estimates, which are based on management's best judgment at the date of the Group financial statements, will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are summarised below. Commentary on share incentive plans and pension benefits, which was included in the annual report for the year ended 31 March 2013, no longer features as management no longer considers these to be areas of critical accounting estimates or judgment. Revenue recognition is again excluded from this summary on the grounds that the policy adopted in this area is sufficiently objective.
Tax (note 16)
The Group is subject to tax in numerous jurisdictions. Significant judgment is required in determining the related assets or provisions as there are transactions in the ordinary course of business and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities based on estimates of whether additional tax will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, the differences will affect the results for the year and the respective income tax and deferred tax assets or provisions in the year in which such determination is made. The Group recognises deferred tax assets based on forecasts of future profits against which those assets may be utilised.
Goodwill (note 20)
The Group tests goodwill for impairment annually or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. The recoverable amount of each CGU is generally determined on the basis of value-in-use calculations, which require the use of cash flow projections based on approved financial budgets, looking forward up to five years. Management determines budgeted profit margin based on past performance and its expectations for the market's development. Cash flows are extrapolated using estimated growth rates beyond a five-year period. The growth rates used do not exceed the long-term average growth rate for the markets in which the CGU operates. The discount rates used reflect the CGU's pre-tax weighted average cost of capital ('WACC').
Fair value of derivatives and other financial instruments (note 29)
The fair value of derivatives and other financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses its judgment to select a variety of methods and makes assumptions, or uses observable market-based inputs, that are mainly based on market conditions at each balance sheet date.
(b) Critical judgments
In applying the Group's accounting policies, management has made judgments that have a significant effect on the amounts recognised in the Group financial statements. These judgments include the classification of transactions between the Group income statement and the Group balance sheet.
The most significant of these judgments are in respect of intangible assets and contingencies:
Intangible assets
Certain costs incurred in the developmental phase of an internal project are capitalised as intangible assets if a number of criteria are met. Management has made judgments and assumptions when assessing whether a project meets these criteria, and on measuring the costs and the economic life attributed to such projects.
On acquisition, specific intangible assets are identified and recognised separately from goodwill and then amortised over their estimated useful lives. These include items such as brand names and customer lists, to which value is first attributed at the time of acquisition. The capitalisation of these assets and the related amortisation charges are based on judgments about the value and economic life of such items.
The economic lives for intangible assets are estimated at between three and ten years for internal projects, which include databases, internal use software and internally generated software, and between two and 20 years for acquisition intangibles. Further details of the amounts of, and movements in, such assets are given in note 21.
Contingencies
In the case of pending and threatened litigation claims, management has formed a judgment as to the likelihood of ultimate liability. No liability has been recognised where the likelihood of any loss arising is possible rather than probable.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
7. Use of non-GAAP measures in the Group financial statements
As detailed below, the Group has identified and defined certain measures that it believes assist understanding of Experian's performance. The measures are not defined under IFRS and they may not be directly comparable with other companies' adjusted measures. The non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance but management has included them as they consider them to be key measures used within the business to assess performance.
(a) Benchmark profit before tax ('Benchmark PBT')
Benchmark PBT is defined as profit before amortisation and impairment of acquisition intangibles, impairment of goodwill, acquisition expenses, adjustments to contingent consideration, exceptional items, financing fair value remeasurements, tax and discontinued operations. It includes the Group's share of continuing associates' pre-tax results.
An explanation of the basis on which Experian reports exceptional items is provided below. Other adjustments made to derive Benchmark PBT can be explained as follows:
- The Group has excluded charges for the amortisation and impairment of acquisition intangibles from its definition of Benchmark PBT because such charges are based on judgments about their value and economic life. Impairment of goodwill is similarly excluded from the definition of Benchmark PBT.
- Acquisition expenses are excluded from the definition of Benchmark PBT as they bear no relation to the underlying performance of the Group or to the performance of the acquired businesses. Adjustments to contingent consideration are similarly excluded from the definition of Benchmark PBT.
- An element of the Group's derivatives is ineligible for hedge accounting. Gains or losses on these derivatives arising from market movements, together with gains and losses on put options in respect of acquisitions, are credited or charged to financing fair value remeasurements within finance expense in the Group income statement and excluded from the definition of Benchmark PBT.
(b) Earnings before interest and tax ('EBIT')
EBIT is defined as profit before amortisation and impairment of acquisition intangibles, impairment of goodwill, acquisition expenses, adjustments to contingent consideration, exceptional items, net finance costs, tax and discontinued operations. It includes the Group's share of continuing associates' pre-tax results.
(c) Earnings before interest, tax, depreciation and amortisation ('EBITDA')
EBITDA is defined as EBIT before depreciation and amortisation charged therein.
(d) Discontinuing activities
Discontinuing activities are businesses sold, closed or identified for closure during a financial year. These are treated as discontinuing activities for both revenue and EBIT purposes. The results of discontinuing activities are disclosed separately with the results of the prior period re-presented as appropriate. This measure differs from the definition of discontinued operations set out in IFRS 5.
(e) Continuing activities
Businesses trading at 31 March 2014, which have not been disclosed as discontinuing activities, are treated as continuing activities.
(f) Constant exchange rates
To highlight its organic performance, Experian discusses its results in terms of constant exchange rate growth, unless otherwise stated. This represents growth calculated as if the exchange rates used to determine the results had remained unchanged from those used in the previous year.
(g) Total growth
This is the year-on-year change in the performance of Experian's activities. Total growth at constant exchange rates removes the translational foreign exchange effects arising on the consolidation of Experian's activities.
(h) Organic growth
This is the year-on-year change in the revenue of continuing activities, translated at constant exchange rates, excluding acquisitions until the first anniversary date of their consolidation.
(i) Benchmark earnings
Benchmark earnings represents Benchmark PBT less attributable tax and non-controlling interests. Benchmark earnings attributable to non-controlling interests represents that portion of Benchmark earnings that relate to non-controlling interests. Benchmark PBT less attributable tax is designated as Overall benchmark earnings. The attributable tax for this purpose excludes significant tax credits and charges arising in the year which, in view of their size or nature, are not comparable with previous years together with tax arising on exceptional items and on total adjustments made to derive Benchmark PBT.
(j) Benchmark earnings per share ('Benchmark EPS')
Benchmark EPS represents Benchmark earnings divided by a weighted average number of ordinary shares, and is disclosed to indicate the underlying profitability of the Group.
(k) Benchmark tax charge and rate
The Benchmark tax charge is defined as the total tax charge as reported in the Group income statement, adjusted for the tax impact of non-Benchmark items. The related effective rate of tax is calculated by dividing the Benchmark tax charge by Benchmark PBT.
(l) Exceptional items
The separate reporting of non-recurring exceptional items gives an indication of the Group's underlying performance. Exceptional items are those arising from the profit or loss on disposal of businesses, closure costs of major business units and costs of significant restructuring programmes. All other restructuring costs are charged against EBIT, in the segments in which they are incurred.
(m) Operating and free cash flow
Operating cash flow is defined as EBIT from continuing operations, plus amortisation, depreciation and charges in respect of sharebased incentive plans, less capital expenditure net of disposal proceeds and further adjusted for changes in working capital and the profit or loss retained in continuing associates. Operating cash flow is reconciled to cash generated from operations in note 39(i). Free cash flow is derived from operating cash flow by excluding net interest, tax paid in respect of continuing operations and dividends paid to non-controlling interests.
(n) Cash flow conversion
Cash flow conversion is defined as operating cash flow expressed as a percentage of EBIT.
(o) Net debt
Net debt is defined as borrowings (and the fair value of derivatives hedging borrowings) excluding accrued interest, less cash and cash equivalents reported in the Group balance sheet and other highly liquid bank deposits with original maturities greater than three months.
(p) Capital employed
Capital employed is defined as net assets less non-controlling interests, further adjusted to add or deduct the net tax liability or asset and to add net debt.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
8. Financial risk management
(a) Financial risk factors
The Group's activities expose it to a variety of financial risks. These are market risk, including foreign exchange risk and interest rate risk, credit risk, and liquidity risk. These risks are unchanged from those reported in the annual report for the year ended 31 March 2013. The numeric disclosures in respect of financial risks are included within later notes to the financial statements, to provide a more transparent link between financial risks and results.
Financial risks represent part of the Group's risks in relation to its strategy and business objectives. There is a full discussion of all such risks in the separate Protecting our business section of the annual report. The Group's financial risk management focuses on the unpredictability of financial markets and seeks to minimise potentially adverse effects on the Group's financial performance. The Group seeks to reduce its exposure to financial risks and uses derivative financial instruments to hedge certain risk exposures. The Group also ensures surplus funds are prudently managed and controlled.
Market risk
Foreign exchange risk
The Group is exposed to foreign exchange risk from future commercial transactions, recognised assets and liabilities and investments in, and loans between, undertakings with different functional currencies. The Group manages such risk, primarily within undertakings whose functional currencies are US dollars, by borrowing in the relevant currencies and using forward foreign exchange contracts. The principal transaction exposures are to sterling and the euro. An indication of the sensitivity to foreign exchange risk is given in note 10.
Interest rate risk
The Group's interest rate risk arises principally from its net debt and the amounts at variable rates.
The Group has a policy of normally maintaining between 50% and 100% of net funding at rates that are fixed for more than six months. Net funding for this purpose is the total funding less freely available unrestricted cash. The Group manages its interest rate exposure by using fixed and floating rate borrowings. Interest rate swaps and cross currency interest rate swaps are used to adjust the balance of fixed and floating rate liabilities. The Group also mixes the duration of its borrowings to smooth the impact of interest rate fluctuations. Further information in respect of the Group's net finance costs for the year and an indication of the sensitivity to interest rate risk is given in note 15.
Credit risk
In the case of derivative financial instruments, deposits and trade receivables, the Group is exposed to credit risk from the nonperformance of contractual agreements by the contracted party.
The Group minimises its credit risk for derivative financial instruments and deposits by only entering into such contracts with banks and financial institutions with strong credit ratings, within limits set for each organisation. Dealing and deposit activity is closely controlled and counterparty positions are monitored regularly. The credit risk on derivative financial instruments utilised and deposits held by the Group is therefore not considered to be significant. The Group does not anticipate that any losses will arise from non-performance by these counterparties. Further information in respect of the Group's derivative financial instruments at the balance sheet dates is given in note 29 and that in respect of amounts recognised in the Group income statement is given in note 15. Further information in respect of the Group's deposits at the balance sheet dates is given in note 24.
To minimise credit risk for trade receivables, the Group has implemented policies that require appropriate credit checks on potential clients before granting credit. The maximum credit risk in respect of such financial assets is their carrying value. Further information in respect of the Group's trade receivables is given in note 23.
Liquidity risk
The Group maintains long-term committed borrowing facilities to ensure it has sufficient funds available for operations and planned growth. The Group monitors rolling cash flow forecasts to ensure that it will have adequate undrawn committed facilities available. Details of such facilities are given in note 26. A maturity analysis of contractual undiscounted cash flows for financial liabilities is given in note 31.
(b) Capital risk management
The Group's definition and management of capital focuses on capital employed. The Group's capital employed is reported in the net assets summary table set out in the Financial review and analysed by segment in note 9(a)(ii). As part of its internal reporting processes, the Group monitors capital employed by operating segment.
The Group's objectives in managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure and cost of capital. To maintain or adjust its capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue or purchase shares or sell assets to reduce net debt.
9. Segment information
(a) IFRS 8 disclosures
(i) Income statement
| Continuing operations1 | |||||||
|---|---|---|---|---|---|---|---|
| North | Latin | UK and | EMEA/ | Total | Central | Total | |
| America | America | Ireland | Asia Pacific |
operating segments |
Activities | continuing operations |
|
| Year ended 31 March 2014 | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m |
| Revenue from external customers | |||||||
| Continuing activities | 2,404 | 925 | 944 | 499 | 4,772 | – | 4,772 |
| Discontinuing activities | – | 21 | – | 47 | 68 | – | 68 |
| Total | 2,404 | 946 | 944 | 546 | 4,840 | – | 4,840 |
| Reconciliation from EBIT to profit/(loss) before tax | |||||||
| EBIT | |||||||
| Continuing activities | 757 | 344 | 284 | 7 | 1,392 | (83) | 1,309 |
| Discontinuing activities | – | – | – | (3) | (3) | – | (3) |
| Total | 757 | 344 | 284 | 4 | 1,389 | (83) | 1,306 |
| Net interest (note 15(b)) | – | – | – | – | – | (74) | (74) |
| Benchmark PBT | 757 | 344 | 284 | 4 | 1,389 | (157) | 1,232 |
| Exceptional items (note 13) | (27) | (8) | (12) | (7) | (54) | – | (54) |
| Amortisation and impairment of acquisition | |||||||
| intangibles (note 14) | (50) | (48) | (14) | (19) | (131) | – | (131) |
| Impairment of goodwill (note 14) | – | – | – | (15) | (15) | – | (15) |
| Acquisition expenses | (9) | – | – | (1) | (10) | – | (10) |
| Financing fair value remeasurements (note 15(c)) | – | – | – | – | – | 27 | 27 |
| Profit/(loss) before tax | 671 | 288 | 258 | (38) | 1,179 | (130) | 1,049 |
| Continuing operations1 | |||||||
| North | Latin | UK and | EMEA/ | Total | Central | Total | |
| America | America | Ireland | Asia Pacific | operating segments |
Activities | continuing operations |
|
| Re | Re | ||||||
| presented2 | presented2 | ||||||
| Year ended 31 March 2013 | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m |
| Revenue from external customers | |||||||
| Continuing activities | 2,258 | 960 | 873 | 491 | 4,582 | – | 4,582 |
| Discontinuing activities | – | 41 | – | 107 | 148 | – | 148 |
| Total | 2,258 | 1,001 | 873 | 598 | 4,730 | – | 4,730 |
| Reconciliation from EBIT to profit/(loss) before tax | |||||||
| EBIT | |||||||
| Continuing activities | 718 | 343 | 246 | 20 | 1,327 | (83) | 1,244 |
| Discontinuing activities | – | 3 | – | 4 | 7 | – | 7 |
| Total | 718 | 346 | 246 | 24 | 1,334 | (83) | 1,251 |
| Net interest (note 15(b)) | – | – | – | – | – | (62) | (62) |
| Benchmark PBT | 718 | 346 | 246 | 24 | 1,334 | (145) | 1,189 |
| Exceptional items (note 13) | (23) | (1) | (9) | (33) | (66) | – | (66) |
| Amortisation of acquisition intangibles (note 14) | (32) | (53) | (21) | (17) | (123) | – | (123) |
| Acquisition expenses | (1) | (1) | (1) | (1) | (4) | – | (4) |
| Adjustment to the fair value of contingent consideration | – | – | – | (1) | (1) | – | (1) |
| Financing fair value remeasurements (note 15(c)) | – | – | – | – | – | (561) | (561) |
| Profit/(loss) before tax | 662 | 291 | 215 | (28) | 1,140 | (706) | 434 |
-
Revenue of US\$nil (2013: US\$147m) and a loss before tax of US\$nil (2013: US\$5m) arose in respect of discontinued operations (see note 17).
-
As a consequence of the adoption of IAS 19 (revised), the loss before interest and tax for Central Activities for the year ended 31 March 2013 has been increased by US\$2m and the net interest expense has been increased by US\$4m.
-
Additional information by operating segment, including that on total and organic growth at constant exchange rates, is provided in the Strategic report section of the annual report.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
9. Segment information continued
(ii) Balance sheet
Net assets/(liabilities)
| North America |
Latin America |
UK and Ireland |
EMEA/ Asia Pacific |
Total operating |
Central Activities |
Total Group |
|
|---|---|---|---|---|---|---|---|
| At 31 March 2014 | US\$m | US\$m | US\$m | US\$m | segments US\$m |
and other US\$m |
US\$m |
| Goodwill | 2,537 | 1,142 | 733 | 395 | 4,807 | – | 4,807 |
| Investments in associates | 3 | – | – | 10 | 13 | – | 13 |
| Other assets | 1,644 | 721 | 524 | 347 | 3,236 | 1,116 | 4,352 |
| Total assets | 4,184 | 1,863 | 1,257 | 752 | 8,056 | 1,116 | 9,172 |
| Total liabilities | (507) | (173) | (352) | (257) | (1,289) | (4,779) | (6,068) |
| Net assets/(liabilities) | 3,677 | 1,690 | 905 | 495 | 6,767 | (3,663) | 3,104 |
| North America |
Latin America |
UK and Ireland |
EMEA/ Asia Pacific |
Total operating segments |
Central Activities and other |
Total Group |
|
|---|---|---|---|---|---|---|---|
| At 31 March 2013 | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m |
| Goodwill | 1,810 | 1,214 | 660 | 373 | 4,057 | – | 4,057 |
| Investments in associates | 2 | 10 | – | 9 | 21 | – | 21 |
| Other assets | 1,074 | 837 | 535 | 391 | 2,837 | 1,280 | 4,117 |
| Total assets | 2,886 | 2,061 | 1,195 | 773 | 6,915 | 1,280 | 8,195 |
| Total liabilities | (487) | (219) | (324) | (277) | (1,307) | (3,664) | (4,971) |
| Net assets/(liabilities) | 2,399 | 1,842 | 871 | 496 | 5,608 | (2,384) | 3,224 |
Central Activities and other comprises:
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | Net assets/ | Assets | Liabilities | Net assets/ | |
| (liabilities) | (liabilities) | |||||
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| Central Activities | 296 | (120) | 176 | 285 | (160) | 125 |
| Net debt | 347 | (4,156) | (3,809) | 303 | (3,241) | (2,938) |
| Tax | 473 | (503) | (30) | 692 | (263) | 429 |
| 1,116 | (4,779) | (3,663) | 1,280 | (3,664) | (2,384) |
Capital employed
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| North America | 3,677 | 2,399 |
| Latin America | 1,690 | 1,842 |
| UK and Ireland | 905 | 871 |
| EMEA/Asia Pacific | 495 | 496 |
| Total operating segments | 6,767 | 5,608 |
| Central Activities | 176 | 125 |
| Non-controlling interests | (22) | (40) |
| Total capital employed attributable to owners | 6,921 | 5,693 |
(iii) Capital expenditure, amortisation and depreciation
| Capital expenditure | Amortisation | Depreciation | ||||
|---|---|---|---|---|---|---|
| 2014 US\$m |
2013 US\$m |
2014 US\$m |
2013 US\$m |
2014 US\$m |
2013 US\$m |
|
| North America | 158 | 181 | 109 | 97 | 47 | 36 |
| Latin America | 103 | 116 | 74 | 69 | 14 | 15 |
| UK and Ireland | 57 | 78 | 33 | 33 | 21 | 18 |
| EMEA/Asia Pacific | 51 | 58 | 35 | 34 | 11 | 10 |
| Total operating segments | 369 | 433 | 251 | 233 | 93 | 79 |
| Central Activities | 33 | 27 | 24 | 15 | 3 | 2 |
| Total Group | 402 | 460 | 275 | 248 | 96 | 81 |
Amortisation and depreciation in the above analysis only includes amounts charged to Benchmark PBT.
(iv) Revenue by country – continuing operations
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| USA | 2,391 | 2,255 |
| Brazil | 819 | 866 |
| UK | 936 | 865 |
| Colombia | 94 | 111 |
| Other | 600 | 633 |
| 4,840 | 4,730 |
The Company is resident in Ireland and, as revenue with Irish external customers is less than 1% of the Group's revenue from external customers, the Group's revenue is primarily attributable to foreign countries. No single customer accounted for 10% or more of the Group's revenue in the current or prior year.
(v) Non-current assets by country
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| USA | 3,820 | 2,638 |
| Brazil | 1,327 | 1,450 |
| UK | 1,051 | 985 |
| Colombia | 364 | 425 |
| Other | 657 | 607 |
| Segment non-current assets by country | 7,219 | 6,105 |
| Central Activities | 297 | 212 |
| Deferred tax | 460 | 643 |
| 7,976 | 6,960 |
Non-current assets for Central Activities and deferred tax have been excluded from the analysis by country to add clarity to the presentation of this information. The Group has no significant non-current assets located in Ireland.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
9. Segment information continued
(b) Information on business segments (including non-GAAP disclosures)
| Continuing operations1 | |||||||
|---|---|---|---|---|---|---|---|
| Credit | Decision | Marketing | Consumer | Total | Central | Total | |
| Services | Analytics | Services | Services | business | Activities | continuing | |
| segments | operations | ||||||
| Year ended 31 March 2014 | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m |
| Revenue from external customers | |||||||
| Continuing activities | 2,244 | 576 | 881 | 1,071 | 4,772 | – | 4,772 |
| Discontinuing activities | – | – | 68 | – | 68 | – | 68 |
| Total | 2,244 | 576 | 949 | 1,071 | 4,840 | – | 4,840 |
| Reconciliation from EBIT to profit/(loss) before tax | |||||||
| EBIT | |||||||
| Continuing activities | 806 | 122 | 156 | 308 | 1,392 | (83) | 1,309 |
| Discontinuing activities | – | – | (3) | – | (3) | – | (3) |
| Total | 806 | 122 | 153 | 308 | 1,389 | (83) | 1,306 |
| Net interest (note 15(b)) | – | – | – | – | – | (74) | (74) |
| Benchmark PBT | 806 | 122 | 153 | 308 | 1,389 | (157) | 1,232 |
| Exceptional items (note 13) | (41) | (10) | – | (3) | (54) | – | (54) |
| Amortisation and impairment of acquisition | |||||||
| intangibles (note 14) | (74) | (11) | (27) | (19) | (131) | – | (131) |
| Impairment of goodwill (note 14) | – | – | (15) | – | (15) | – | (15) |
| Acquisition expenses | (5) | (4) | (1) | – | (10) | – | (10) |
| Financing fair value remeasurements (note 15(c)) | – | – | – | – | – | 27 | 27 |
| Profit/(loss) before tax | 686 | 97 | 110 | 286 | 1,179 | (130) | 1,049 |
| Continuing operations1 | |||||||
|---|---|---|---|---|---|---|---|
| Credit | Decision | Marketing | Consumer | Total | Central | Total | |
| Services | Analytics | Services | Services | business | Activities | continuing | |
| segments | Re | operations | |||||
| presented2 | Re presented2 |
||||||
| Year ended 31 March 2013 | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m |
| Revenue from external customers | |||||||
| Continuing activities | 2,181 | 512 | 874 | 1,015 | 4,582 | – | 4,582 |
| Discontinuing activities | 13 | – | 135 | – | 148 | – | 148 |
| Total | 2,194 | 512 | 1,009 | 1,015 | 4,730 | – | 4,730 |
| Reconciliation from EBIT to profit/(loss) before tax | |||||||
| EBIT | |||||||
| Continuing activities | 769 | 109 | 138 | 311 | 1,327 | (83) | 1,244 |
| Discontinuing activities | (1) | – | 8 | – | 7 | – | 7 |
| Total | 768 | 109 | 146 | 311 | 1,334 | (83) | 1,251 |
| Net interest (note 15(b)) | – | – | – | – | – | (62) | (62) |
| Benchmark PBT | 768 | 109 | 146 | 311 | 1,334 | (145) | 1,189 |
| Exceptional items (note 13) | (29) | (14) | (20) | (3) | (66) | – | (66) |
| Amortisation of acquisition | |||||||
| intangibles (note 14) | (71) | (5) | (28) | (19) | (123) | – | (123) |
| Acquisition expenses | (2) | (1) | (1) | – | (4) | – | (4) |
| Adjustment to the fair value of | |||||||
| contingent consideration | – | – | (1) | – | (1) | – | (1) |
| Financing fair value remeasurements (note 15(c)) | – | – | – | – | – | (561) | (561) |
| Profit/(loss) before tax | 666 | 89 | 96 | 289 | 1,140 | (706) | 434 |
-
Revenue of US\$nil (2013: US\$147m) and a loss before tax of US\$nil (2013: US\$5m) arose in respect of discontinued operations (see note 17).
-
As a consequence of the adoption of IAS 19 (revised), the loss before interest and tax for Central Activities for the year ended 31 March 2013 has been increased by US\$2m and the net interest expense has been increased by US\$4m.
-
Additional information by business segment, including that on total and organic growth at constant exchange rates, is provided in the Strategic report section of the annual report.
10. Foreign currency
(a) Principal exchange rates used
| Average | Closing | |||||
|---|---|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | 2012 | ||
| US dollar : Brazilian real | 2.25 | 2.01 | 2.27 | 2.02 | 1.82 | |
| Sterling : US dollar | 1.59 | 1.58 | 1.66 | 1.52 | 1.60 | |
| Euro : US dollar | 1.34 | 1.29 | 1.38 | 1.28 | 1.33 |
(b) Foreign exchange risk
The following table shows the Group's sensitivity to foreign exchange risk on the basis of the profile of foreign exchange transaction exposures, and an assessment of reasonably possible changes in such exposures. In making this assessment, the Group has considered data on movements in relevant currencies and has applied a consistent methodology for both years presented.
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Effect of sterling strengthening/weakening by 2% (2013: 3%) against US dollar: | ||
| On profit for the financial year | – | – |
| On other comprehensive income and other components of equity | – | – |
| Effect of euro strengthening/weakening by 5% (2013: 6%) against US dollar: | ||
| On profit for the financial year | 1 | – |
| On other comprehensive income and other components of equity | – | – |
11. Total operating expenses
(a) Labour costs – continuing operations
| 2014 | 2013 (Re-presented) |
|
|---|---|---|
| (Note 3) | ||
| US\$m | US\$m | |
| Wages and salaries | 1,338 | 1,302 |
| Social security costs | 191 | 212 |
| Share incentive plans (note 32) | 76 | 78 |
| Pension costs – defined benefit plans (note 34) | 11 | 9 |
| Pension costs – defined contribution plans | 47 | 45 |
| Employee benefit costs | 1,663 | 1,646 |
| Other labour costs | 167 | 189 |
| 1,830 | 1,835 |
Other labour costs includes costs in respect of external contractors, outsourcing costs and costs relating to the recruitment, development and training of employees. The definition, and analysis of the remuneration, of key management personnel is given in note 46.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
11. Total operating expenses continued
(b) Amortisation, depreciation and impairment charges – continuing operations
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Other intangible assets: | ||
| Exceptional write-offs | 1 | 13 |
| Other amortisation and impairment | 406 | 371 |
| Charge for other intangible assets | 407 | 384 |
| Property, plant and equipment: | ||
| Exceptional write-offs | 6 | – |
| Other depreciation | 96 | 81 |
| Charge for property, plant and equipment | 102 | 81 |
| Impairment of goodwill | 15 | – |
| 524 | 465 |
(c) Fees payable to the Company's auditor
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Audit of the parent company and Group financial statements | 0.5 | 0.5 |
| Audit of the financial statements of the parent company's subsidiaries | 3.3 | 3.3 |
| Tax compliance services | 0.3 | 0.4 |
| Tax advisory services | 1.5 | 1.8 |
| Services relating to corporate finance transactions | 0.1 | 0.2 |
| Other assurance services | 0.9 | 1.0 |
| Total fees payable to the Company's auditor and its associates | 6.6 | 7.2 |
| Summary of fees by nature: | ||
| Fees for audit and assurance services | 4.7 | 4.8 |
| Fees for other services | 1.9 | 2.4 |
| Total fees payable to the Company's auditor and its associates | 6.6 | 7.2 |
The guidelines covering the use of the Company's auditor for non-audit services are set out in the Corporate governance statement and in the year ended 31 March 2014 fees payable for such services were 40% (2013: 50%) of fees payable for audit and assurance services. All such fees are included within other operating charges.
12. Average monthly number of employees (including executive directors) – continuing operations
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| Full time | Part time | Full time equivalent |
Full time | Part time | Full time equivalent |
|
| North America | 6,352 | 56 | 6,381 | 5,879 | 66 | 5,912 |
| Latin America | 3,256 | 113 | 3,312 | 3,428 | 118 | 3,487 |
| UK and Ireland | 3,348 | 259 | 3,477 | 3,445 | 287 | 3,588 |
| EMEA/Asia Pacific | 3,458 | 87 | 3,502 | 3,951 | 111 | 4,007 |
| Total operating segments | 16,414 | 515 | 16,672 | 16,703 | 582 | 16,994 |
| Central Activities | 142 | 12 | 148 | 120 | 9 | 125 |
| Total continuing operations | 16,556 | 527 | 16,820 | 16,823 | 591 | 17,119 |
13. Exceptional items – continuing operations
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Restructuring costs: | ||
| Redundancy costs | 61 | 41 |
| Asset write-offs | 7 | 13 |
| Restructuring costs | 68 | 54 |
| (Gain)/loss on disposal of businesses | (14) | 12 |
| Total exceptional items | 54 | 66 |
| By income statement caption: | ||
| Labour costs | 61 | 41 |
| Amortisation, depreciation and impairment charges | 7 | 13 |
| Other operating charges | (14) | 12 |
| Total exceptional items | 54 | 66 |
The Group conducted a strategic review of its cost base during the year ended 31 March 2013 and recognised a charge of US\$54m in connection with this significant programme in that year and a further charge of US\$68m in the year ended 31 March 2014. The cash outflow from the restructuring programme in the year ended 31 March 2014 was US\$65m (2013: US\$27m) and a reconciliation of the charge to the cash outflow is given in note 39(c).
The gain on disposal of businesses in the year ended 31 March 2014 related to a number of small disposals with a related cash inflow of US\$25m. The loss in the prior year of US\$12m also related to small disposals and there was a cash inflow of US\$5m in that year.
14. Other adjustments made to derive Benchmark PBT – continuing operations
| Note | 2014 US\$m |
2013 US\$m |
|---|---|---|
| Amortisation and impairment of acquisition intangibles: | ||
| Amortisation | 122 | 123 |
| Impairment | 9 | – |
| Amortisation and impairment of acquisition intangibles 21 |
131 | 123 |
| Impairment of goodwill 20 |
15 | – |
| Acquisition expenses | 10 | 4 |
| Adjustment to the fair value of contingent consideration | – | 1 |
| Financing fair value remeasurements 15(c) |
(27) | 561 |
| Other adjustments made to derive Benchmark PBT | 129 | 689 |
| By income statement caption: | ||
| Amortisation, depreciation and impairment charges | 146 | 123 |
| Other operating charges | 10 | 5 |
| Within operating profit | 156 | 128 |
| Finance expense 15(c) |
(27) | 561 |
| Other adjustments made to derive Benchmark PBT | 129 | 689 |
During the year ended 31 March 2014, the Group recorded impairment charges of US\$24m, comprising US\$9m on acquisition intangibles (primarily customer relationships and other contractual relationships) and US\$15m on goodwill, on a business in the Asia Pacific segment that was sold during the year. There were no such charges in the year ended 31 March 2013. Further information on the nature of the items within the above table is given in note 7(a).
Notes to the Group financial statements
for the year ended 31 March 2014 continued
15. Net finance costs
(a) Net finance costs included in Profit before tax
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Interest income: | ||
| Bank deposits, short-term investments and loan notes | (20) | (16) |
| Interest on opening retirement benefit assets | (2) | (4) |
| Interest income | (22) | (20) |
| Finance expense: | ||
| Bank loans and overdrafts | 14 | 6 |
| Eurobonds and notes | 103 | 103 |
| Commitment and facility fees | 10 | 10 |
| Interest differentials on derivatives | (31) | (37) |
| Interest expense | 96 | 82 |
| (Credit)/charge in respect of financing fair value remeasurements (note 15(c)) | (27) | 561 |
| Finance expense | 69 | 643 |
| Net finance costs included in Profit before tax | 47 | 623 |
(b) Net interest expense included in Benchmark PBT
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Interest income | (22) | (20) |
| Interest expense | 96 | 82 |
| Net interest expense included in Benchmark PBT | 74 | 62 |
(c) Analysis of (credit)/charge in respect of financing fair value remeasurements
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Fair value (gains)/losses on borrowings – attributable to interest rate risk | (61) | 32 |
| Fair value losses/(gains) on borrowings – attributable to currency risk | 121 | (60) |
| Losses on interest rate swaps – fair value hedges | 15 | 12 |
| (Gains)/losses on cross currency swaps – fair value hedges | (73) | 9 |
| Fair value (gains)/losses on non-hedging derivatives | (36) | 10 |
| Foreign exchange losses/(gains) on financing activities | 19 | (5) |
| Increase in fair value of Serasa put option | – | 558 |
| (Decrease)/increase in fair value of other options | (12) | 5 |
| (Credit)/charge in respect of financing fair value remeasurements | (27) | 561 |
The charge of US\$558m in the year ended 31 March 2013 for the increase in the fair value of the Serasa put option reflected the movement to the date of the acquisition of the additional 29.6% interest in Serasa in November 2012 and the terms of the related agreement. As the option lapsed on the acquisition of the further interest, there is no such charge in the year ended 31 March 2014.
(d) Interest rate risk
The following table shows the Group's sensitivity to interest rate risk on the basis of the profile of net debt at the balance sheet dates and an assessment of reasonably possible changes in the principal interest rates, with all other variables held constant. In making this assessment, the Group has considered movements in relevant interest rates over the most recent three-year period and has applied a consistent methodology for both years presented. An indication of the primary cause of the reported sensitivity of profit for the financial year is included.
| (Loss)/gain | 2014 US\$m |
2013 US\$m |
|---|---|---|
| Effect of an increase of 0.1% (2013: 0.1%) on US dollar denominated net debt: Due to fair value gains on interest rate swaps offset by higher interest on floating rate borrowings |
(11) | 4 |
| Effect of an increase of 0.1% (2013: 0.1%) on sterling denominated net debt: Due to the revaluation of borrowings and related derivatives |
(1) | (3) |
| Effect of an increase of 2.4% (2013: 2.4%) on Brazilian real denominated net debt: Due to higher interest income on cash and cash equivalents |
2 | 2 |
| Effect of an increase of 0.5% (2013: 0.6%) on euro denominated net debt: Due to fair value gains on interest rate swaps offset by higher interest on floating rate borrowings |
(1) | (3) |
16. Tax charge in the Group income statement
(a) Analysis of Group tax charge
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Current tax: | ||
| Tax on income for the year | 159 | 224 |
| Adjustments in respect of prior years | (20) | (40) |
| Total current tax charge | 139 | 184 |
| Deferred tax: | ||
| Origination and reversal of temporary differences | 171 | (47) |
| Adjustments in respect of prior years | (8) | 14 |
| Total deferred tax charge/(credit) | 163 | (33) |
| Group tax charge | 302 | 151 |
| The Group tax charge comprises: | ||
| UK tax | 71 | 4 |
| Non-UK tax | 231 | 147 |
| 302 | 151 |
Notes to the Group financial statements
for the year ended 31 March 2014 continued
16. Tax charge in the Group income statement continued
(b) Tax reconciliations
(i) Reconciliation of the Group tax charge
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Profit before tax | 1,049 | 434 |
| Profit before tax multiplied by the main rate of UK corporation tax of 23% (2013: 24%) | 241 | 104 |
| Effects of: | ||
| Adjustments in respect of prior years | (28) | (26) |
| Exceptional items | 8 | 5 |
| Other income not taxable | (21) | (27) |
| Increase in fair value of Serasa put option not deductible | – | 134 |
| Other expenses not deductible | 87 | 67 |
| Adjustment in respect of previously unrecognised tax losses | (1) | (3) |
| Adjustment in respect of tax benefits recognised on corporate transactions | – | (98) |
| Reduction in future rate of UK corporation tax | 23 | 12 |
| Different effective tax rates in non-UK businesses | (7) | (17) |
| Group tax charge | 302 | 151 |
| Effective rate of tax based on Profit before tax | 28.8% | 34.8% |
(ii) Reconciliation of the Group tax charge to the Benchmark tax charge
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| US\$m | (Note 3) US\$m |
|
| Group tax charge | 302 | 151 |
| Tax relief attributable to exceptional items | 8 | 11 |
| Tax relief on other adjustments made to derive Benchmark PBT | 42 | 41 |
| Deferred tax charge arising on rate reduction | (23) | – |
| One-off tax credit | – | 98 |
| Benchmark tax charge | 329 | 301 |
| Benchmark PBT | 1,232 | 1,189 |
| Benchmark tax rate | 26.7% | 25.3% |
In both the current and prior year, significant one-off tax charges and credits have been excluded from the calculation of the Benchmark tax rate in view of their size and nature. In the year ended 31 March 2014, a deferred tax charge of US\$23m was recognised as a consequence of the enacted reduction in the main rate of UK corporation tax from 23% to 20% and the associated reduction in deferred tax assets recognised in respect of tax losses. In the year ended 31 March 2013, the one-off tax credit of US\$98m comprised a tax benefit on a corporate transaction in respect of the Group's subsidiary undertaking in Colombia.
(c) Factors that affect tax charges
The effective tax rates for both years are higher than the main rate of UK corporation tax with the differences explained above. The Group's tax charge in the future will continue to be influenced by the profile of profits earned in the different countries in which the Group's businesses operate and could be affected by changes in tax law.
In the UK, the main rate of corporation tax was reduced to 23% from 1 April 2013. Further reductions reduce it to 21% from 1 April 2014 and 20% from 1 April 2015 and the effect of these reductions is recognised in these financial statements.
17. Discontinued operations – comparison shopping and lead generation businesses
Experian divested the Group's comparison shopping and lead generation businesses in October 2012 and the results and cash flows of these businesses are classified as discontinued.
(a) Results
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Revenue | – | 147 |
| Labour costs | – | (34) |
| Data and information technology costs | – | (7) |
| Marketing and customer acquisition costs | – | (99) |
| Other operating charges | – | (12) |
| Total operating expenses | – | (152) |
| Loss before tax | – | (5) |
| Current tax credit | – | 2 |
| Loss after tax of discontinued operations | – | (3) |
| Profit on disposal of discontinued operations (note 42(a)) | – | – |
| Tax credit in respect of disposal | 7 | 121 |
| Profit after tax on disposal of discontinued operations | 7 | 121 |
| Profit for the financial year from discontinued operations | 7 | 118 |
The loss before tax of US\$5m for the year ended 31 March 2013 reported for discontinued operations in note 9 comprises the loss before tax of US\$5m and a profit on disposal of US\$nil. In the year ended 31 March 2013, a tax credit of US\$121m, comprising a deferred tax charge of US\$13m and a current tax credit of US\$134m, was recognised primarily on tax losses arising in respect of the disposal. A further current tax credit of US\$7m was recognised in the year ended 31 March 2014.
(b) Cash inflow from operating activities
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Tax received on income | – | 2 |
| Tax recovery on disposal transaction | 144 | 85 |
| Tax received in respect of discontinued operations | 144 | 87 |
| Other cash flows from operating activities | (4) | (23) |
| Cash inflow from operating activities | 140 | 64 |
(c) Cash inflow/(outflow) on disposal
A net cash inflow of US\$5m on the disposal of the discontinued businesses (2013: outflow of US\$8m) is disclosed within net cash flows used in investing activities from continuing operations in the Group cash flow statement (see note 42(b)).
Notes to the Group financial statements
for the year ended 31 March 2014 continued
18. Earnings per share disclosures
(a) Earnings per share
| Basic | Diluted | |||
|---|---|---|---|---|
| 2014 | 2013 | 2014 | 2013 | |
| (Re-presented) | (Re-presented) | |||
| (Note 3) | (Note 3) | |||
| US cents | US cents | US cents | US cents | |
| Continuing and discontinued operations | 76.8 | 36.6 | 75.8 | 35.9 |
| Deduct: discontinued operations | (0.7) | (11.9) | (0.7) | (11.7) |
| Continuing operations | 76.1 | 24.7 | 75.1 | 24.2 |
| Add: exceptional items and other adjustments made to derive | ||||
| Benchmark PBT | 15.6 | 60.5 | 15.4 | 59.2 |
| Benchmark earnings per share from continuing operations | ||||
| (non-GAAP measure) | 91.7 | 85.2 | 90.5 | 83.4 |
(b) Earnings attributable to owners of Experian plc
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Continuing and discontinued operations | 753 | 362 |
| Deduct: discontinued operations | (7) | (118) |
| Continuing operations | 746 | 244 |
| Add: exceptional items and other adjustments made to derive Benchmark PBT | 153 | 598 |
| Benchmark earnings attributable to owners of Experian plc (non-GAAP measure) | 899 | 842 |
(c) Earnings attributable to non-controlling interests
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Continuing and discontinued operations | 1 | 39 |
| Add: amortisation of acquisition intangibles attributable to non-controlling interests | 3 | 7 |
| Benchmark earnings attributable to non-controlling interests (non-GAAP measure) | 4 | 46 |
(d) Reconciliation of Overall benchmark earnings to profit for the financial year
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Overall benchmark earnings (non-GAAP measure) | 903 | 888 |
| Profit from discontinued operations | 7 | 118 |
| Loss from exceptional items and other adjustments made to derive Benchmark PBT | (156) | (605) |
| Profit for the financial year | 754 | 401 |
(e) Weighted average number of ordinary shares used
| 2014 | 2013 | |
|---|---|---|
| million | million | |
| Weighted average number of ordinary shares | 980 | 988 |
| Add: dilutive effect of share incentive awards, options and share purchases | 13 | 21 |
| Diluted weighted average number of ordinary shares | 993 | 1,009 |
19. Dividends
| 2014 | 2013 | |||
|---|---|---|---|---|
| US cents | US cents | |||
| per share | US\$m | per share | US\$m | |
| Amounts recognised and paid during the financial year: | ||||
| First interim – paid in January 2014 (2013: February 2013) | 11.50 | 113 | 10.75 | 106 |
| Second interim – paid in July 2013 (2013: July 2012) | 24.00 | 236 | 21.75 | 216 |
| Dividends paid on ordinary shares | 35.50 | 349 | 32.50 | 322 |
| Full year dividend for the financial year | 37.50 | 367 | 34.75 | 343 |
A second interim dividend in respect of the year ended 31 March 2014 of 26.00 US cents per ordinary share will be paid on 25 July 2014 to shareholders on the register at the close of business on 27 June 2014 and is not included as a liability in these financial statements. Further details are given in the separate Shareholder information section. This dividend and the first interim dividend paid in January 2014 comprise the full year dividend for the financial year of 37.50 US cents per ordinary share.
In the year ended 31 March 2014 the employee trusts waived their entitlements to dividends of US\$8m (2013: US\$7m). There is no entitlement to dividend in respect of own shares held in treasury.
20. Goodwill
(a) Movements in goodwill
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Cost | ||
| At 1 April | 4,057 | 4,163 |
| Differences on exchange | (51) | (158) |
| Additions through business combinations (note 40) | 831 | 27 |
| Adjustments to consideration on prior year acquisitions | 1 | 3 |
| Additions through business combinations – total | 832 | 30 |
| Disposals | (31) | – |
| Transfer in respect of assets held for sale | – | 22 |
| At 31 March | 4,807 | 4,057 |
| Accumulated impairment | ||
| At 1 April | – | – |
| Charge for the year (note 14) | 15 | – |
| Disposals | (15) | – |
| At 31 March | – | – |
| Net book amount at beginning of year | 4,057 | 4,163 |
| Net book amount at end of year | 4,807 | 4,057 |
Notes to the Group financial statements
for the year ended 31 March 2014 continued
20. Goodwill continued
(b) Goodwill by CGU
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| North America | 2,537 | 1,810 |
| Latin America | 1,142 | 1,214 |
| UK and Ireland | 733 | 660 |
| EMEA | 288 | 255 |
| Asia Pacific | 107 | 118 |
| At 31 March | 4,807 | 4,057 |
(c) Key assumptions for value-in-use calculations by CGU
| 2014 | 2013 | |||
|---|---|---|---|---|
| Pre-tax | Long-term | Pre-tax | Long-term | |
| WACC | growth rate | WACC | growth rate | |
| % | % | % | % | |
| North America | 12.7 | 2.3 | 11.4 | 2.3 |
| Latin America | 16.6 | 4.7 | 12.4 | 4.7 |
| UK and Ireland | 9.9 | 2.3 | 9.0 | 2.3 |
| EMEA | 12.6 | 3.1 | 10.7 | 3.1 |
| Asia Pacific | 12.4 | 5.3 | 11.6 | 5.3 |
Further details of the principles used in determining the basis of allocation by CGU and annual impairment testing are given in note 6.
In the case of the EMEA CGU, the annual impairment review as at 31 March 2014 indicated that the recoverable amount exceeded the carrying value by US\$79m and that any decline in estimated value-in-use in excess of that amount would be liable to result in an impairment. The sensitivity, which would result in the recoverable amount equalling the carrying value, is an absolute increase of 2.0% in the pre-tax weighted average cost of capital from 12.6% to 14.6%. The decreases in both the long-term growth rate and EBIT margin that would be required to result in an impairment are not considered to be reasonably possible.
In the case of the Asia Pacific CGU, the annual impairment review as at 31 March 2014 indicated that the recoverable amount exceeded the carrying value by US\$48m and that any decline in estimated value-in-use in excess of that amount would be liable to result in an impairment. The sensitivities, which result in the recoverable amount equalling the carrying value, can be summarised as follows:
- an absolute increase of 1.6% in the pre-tax weighted average cost of capital from 12.4% to 14.0%; or
- an absolute reduction of 2.0% in the long-term growth rate from 5.3% to 3.3%; or
- a reduction of 1.9% in the forecast terminal profit margin. This is forecast to improve to a high single-digit margin in the terminal period but is below management's expectations for a mature region. In addition a reduction in the annual margin improvement of approximately 0.4% per year over the five-year forecast period would also reduce the recoverable amount to the carrying value.
The recoverable amount of the other CGUs exceed their carrying value on the basis of the respective assumptions shown above and any reasonably possible changes thereof.
21. Other intangible assets
| Acquisition intangibles | Databases | Internal use | Internally | Total | ||||
|---|---|---|---|---|---|---|---|---|
| Customer | Acquired | Marketing | software | generated | ||||
| and other relationships |
software development |
related assets |
software | |||||
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | ||
| Cost | ||||||||
| At 1 April 2013 | 873 | 212 | 159 | 1,093 | 289 | 352 | 2,978 | |
| Differences on exchange | (32) | (8) | (8) | (33) | (6) | 13 | (74) | |
| Additions through business | ||||||||
| combinations (note 40) | 482 | 69 | 4 | – | 2 | 1 | 558 | |
| Other additions | – | – | – | 203 | 43 | 73 | 319 | |
| Disposal of subsidiaries | (25) | (10) | (14) | – | – | (2) | (51) | |
| Other disposals | (36) | (2) | – | (74) | (35) | (25) | (172) | |
| At 31 March 2014 | 1,262 | 261 | 141 | 1,189 | 293 | 412 | 3,558 | |
| Accumulated amortisation and impairment | ||||||||
| At 1 April 2013 | 395 | 141 | 72 | 621 | 145 | 130 | 1,504 | |
| Differences on exchange | (5) | (6) | (3) | (15) | (2) | 6 | (25) | |
| Charge for the year | 80 | 36 | 15 | 173 | 51 | 52 | 407 | |
| Disposal of subsidiaries | (13) | (6) | (8) | – | – | (1) | (28) | |
| Other disposals | (36) | (2) | – | (74) | (35) | (22) | (169) | |
| At 31 March 2014 | 421 | 163 | 76 | 705 | 159 | 165 | 1,689 | |
| Net book amount at 31 March 2013 | 478 | 71 | 87 | 472 | 144 | 222 | 1,474 | |
| Net book amount at 31 March 2014 | 841 | 98 | 65 | 484 | 134 | 247 | 1,869 |
| Acquisition intangibles | Databases | Internal use | Internally | Total | |||
|---|---|---|---|---|---|---|---|
| Customer and other |
Acquired software |
Marketing related |
software | generated software |
|||
| relationships US\$m |
development US\$m |
assets US\$m |
US\$m | US\$m | US\$m | US\$m | |
| Cost | |||||||
| At 1 April 2012 | 925 | 224 | 167 | 1,140 | 257 | 322 | 3,035 |
| Differences on exchange | (46) | (14) | (8) | (52) | (9) | (11) | (140) |
| Additions through business combinations | 4 | 6 | – | – | – | – | 10 |
| Other additions | – | – | – | 211 | 57 | 77 | 345 |
| Disposal of subsidiaries | – | – | – | (21) | (2) | – | (23) |
| Other disposals | (10) | (4) | – | (185) | (14) | (36) | (249) |
| At 31 March 2013 | 873 | 212 | 159 | 1,093 | 289 | 352 | 2,978 |
| Accumulated amortisation and impairment | |||||||
| At 1 April 2012 | 347 | 119 | 62 | 682 | 127 | 116 | 1,453 |
| Differences on exchange | (17) | (9) | (3) | (32) | (4) | (5) | (70) |
| Charge for the year | 75 | 35 | 13 | 168 | 38 | 55 | 384 |
| Disposal of subsidiaries | – | – | – | (13) | (2) | – | (15) |
| Other disposals | (10) | (4) | – | (184) | (14) | (36) | (248) |
| At 31 March 2013 | 395 | 141 | 72 | 621 | 145 | 130 | 1,504 |
| Net book amount at 31 March 2012 | 578 | 105 | 105 | 458 | 130 | 206 | 1,582 |
| Net book amount at 31 March 2013 | 478 | 71 | 87 | 472 | 144 | 222 | 1,474 |
Notes to the Group financial statements
for the year ended 31 March 2014 continued
22. Property, plant and equipment
| Freehold properties |
Short leasehold properties |
Plant and equipment |
Total | |
|---|---|---|---|---|
| US\$m | US\$m | US\$m | US\$m | |
| Cost | ||||
| At 1 April 2013 | 240 | 149 | 532 | 921 |
| Differences on exchange | 8 | (1) | 8 | 15 |
| Additions through business combinations (note 40) | – | 1 | 12 | 13 |
| Other additions | 1 | 3 | 79 | 83 |
| Disposal of subsidiaries | – | (1) | (5) | (6) |
| Other disposals | (23) | (1) | (112) | (136) |
| At 31 March 2014 | 226 | 150 | 514 | 890 |
| Accumulated depreciation | ||||
| At 1 April 2013 | 69 | 49 | 325 | 443 |
| Differences on exchange | 2 | – | 5 | 7 |
| Charge for the year | 11 | 9 | 82 | 102 |
| Disposal of subsidiaries | – | (1) | (4) | (5) |
| Other disposals | (15) | (1) | (110) | (126) |
| At 31 March 2014 | 67 | 56 | 298 | 421 |
| Net book amount at 31 March 2013 | 171 | 100 | 207 | 478 |
| Net book amount at 31 March 2014 | 159 | 94 | 216 | 469 |
| Freehold properties |
Short leasehold properties |
Plant and equipment |
Total | |
| US\$m | US\$m | US\$m | US\$m | |
| Cost | ||||
| At 1 April 2012 | 253 | 137 | 494 | 884 |
| Differences on exchange | (13) | – | (14) | (27) |
| Other additions | 1 | 12 | 102 | 115 |
| Disposal of subsidiaries | – | – | (3) | (3) |
| Other disposals | (1) | – | (47) | (48) |
| At 31 March 2013 | 240 | 149 | 532 | 921 |
| Accumulated depreciation | ||||
| At 1 April 2012 | 68 | 40 | 313 | 421 |
| Differences on exchange | (4) | – | (6) | (10) |
| Charge for the year | 6 | 9 | 66 | 81 |
| Disposal of subsidiaries | – | – | (3) | (3) |
| Other disposals | (1) | – | (45) | (46) |
| At 31 March 2013 | 69 | 49 | 325 | 443 |
| Net book amount at 31 March 2012 | 185 | 97 | 181 | 463 |
| Net book amount at 31 March 2013 | 171 | 100 | 207 | 478 |
The net book amount of assets held under finance lease agreements and capitalised in plant and equipment is US\$4m (2013: S\$6m). Further leased assets of US\$7m (2013: US\$9m) are capitalised in other intangible assets.
23. Trade and other receivables
(a) Analysis of trade and other receivables by type and maturity
| 2014 | 2013 | ||||
|---|---|---|---|---|---|
| Current US\$m |
Non-current US\$m |
Current US\$m |
Non-current US\$m |
||
| Trade receivables | 722 | – | 710 | – | |
| Credit note provision | (15) | – | (16) | – | |
| Trade receivables – after credit note provision | 707 | – | 694 | – | |
| Provision for impairment of trade receivables | (36) | – | (40) | – | |
| Trade receivables – net | 671 | – | 654 | – | |
| Amounts owed by associates | 7 | – | 3 | – | |
| VAT recoverable | 3 | – | 3 | – | |
| Other prepayments and accrued income | 261 | 9 | 263 | 10 | |
| 942 | 9 | 923 | 10 |
There is no material difference between the fair value of trade and other receivables and the book value stated above. The only impaired assets are within trade receivables.
Trade receivables with financial institutions comprise 36% (2013: 33%) of such receivables in Brazil, 19% (2013: 28%) in the UK and 20% (2013: 21%) in the USA. Together these represent 20% (2013: 22%) of trade receivables with other balances spread across a number of sectors and geographies.
(b) Analysis of total trade and other receivables by nature
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Financial instruments | 712 | 710 |
| Items not regarded as financial instruments: | ||
| VAT recoverable | 3 | 3 |
| Amounts within other prepayments and accrued income | 236 | 220 |
| Items not regarded as financial instruments | 239 | 223 |
| 951 | 933 |
(c) Analysis of trade and other receivables by denomination of currency
| 2014 | 2013 | |||
|---|---|---|---|---|
| Current US\$m |
Non-current US\$m |
Current US\$m |
Non-current US\$m |
|
| US dollar | 407 | 3 | 338 | 6 |
| Sterling | 221 | – | 229 | – |
| Brazilian real | 141 | 3 | 155 | 2 |
| Euro | 75 | 1 | 79 | – |
| Other | 98 | 2 | 122 | 2 |
| 942 | 9 | 923 | 10 |
Notes to the Group financial statements
for the year ended 31 March 2014 continued
23. Trade and other receivables continued
(d) Analysis of trade receivables – after credit note provision
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Neither past due nor impaired: | ||
| New customers (of less than six months' standing) | 39 | 37 |
| Existing customers (of more than six months' standing) with no defaults in the past | 454 | 434 |
| Neither past due nor impaired | 493 | 471 |
| Past due but not considered impaired: | ||
| Up to three months past due | 162 | 151 |
| Three to six months past due | 9 | 13 |
| Over six months past due | 2 | 10 |
| Past due but not considered impaired | 173 | 174 |
| Trade receivables not considered impaired | 666 | 645 |
| Trade receivables considered partially impaired (note 23(e)) | 41 | 49 |
| 707 | 694 |
In the cases of trade receivables reported as not considered impaired, there is no evidence of impairment and no amounts have been renegotiated in either year.
(e) Analysis of trade receivables considered partially impaired
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Up to three months past due | 12 | 12 |
| Three to six months past due | 6 | 5 |
| Over six months past due | 23 | 32 |
| Trade receivables considered partially impaired and provided for | 41 | 49 |
| Impairment provision (note 23(f)) | (36) | (40) |
| Net impaired trade receivables | 5 | 9 |
(f) Movements in the impairment provision
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| At 1 April | 40 | 37 |
| Differences on exchange | (3) | (3) |
| Provision for impairment | 31 | 32 |
| Provision utilised in respect of debts written off | (14) | (15) |
| Unused amounts reversed | (18) | (11) |
| At 31 March | 36 | 40 |
24. Cash and cash equivalents
(a) Analysis of cash and cash equivalents by nature
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Cash at bank and in hand | 91 | 139 |
| Short-term investments | 121 | 90 |
| 212 | 229 |
The effective interest rate for cash and cash equivalents at 31 March 2014 is 6.2% (2013: 3.7%). There is no material difference between the fair value of cash and cash equivalents and the book value stated above.
(b) Analysis of cash and cash equivalents by external credit rating
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Counterparty holding of more than US\$2m: | ||
| A rated | 113 | 125 |
| B rated | 68 | 79 |
| Non-rated | 8 | – |
| Counterparty holding of more than US\$2m | 189 | 204 |
| Counterparty holding of less than US\$2m | 23 | 25 |
| 212 | 229 |
25. Trade and other payables
(a) Analysis of trade and other payables by type and maturity
| 2014 | 2013 | ||||
|---|---|---|---|---|---|
| Current US\$m |
Non-current US\$m |
Current US\$m |
Non-current US\$m |
||
| Trade payables | 153 | 6 | 184 | 1 | |
| VAT and other equivalent taxes payable | 39 | – | 43 | – | |
| Social security costs | 78 | – | 85 | – | |
| Accruals and deferred income | 792 | 32 | 773 | 40 | |
| Other payables | 106 | 14 | 112 | – | |
| 1,168 | 52 | 1,197 | 41 |
There is no material difference between the fair value of trade and other payables and the book value stated above.
(b) Analysis of total trade and other payables by nature
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Financial instruments | 452 | 463 |
| Items not regarded as financial instruments: | ||
| VAT and other equivalent taxes payable | 39 | 43 |
| Social security costs | 78 | 85 |
| Amounts within accruals and deferred income | 651 | 647 |
| Items not regarded as financial instruments | 768 | 775 |
| 1,220 | 1,238 |
Contractual undiscounted future cash flows in respect of financial instruments are shown in note 31.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
26. Borrowings
(a) Analysis of borrowings by carrying amounts
| 2014 | 2013 | ||||
|---|---|---|---|---|---|
| Current | Non-current | Current | Non-current | ||
| US\$m | US\$m | US\$m | US\$m | ||
| £334m 5.625% Euronotes 2013 | – | – | 529 | – | |
| US\$600m 2.375% notes 2017 | – | 599 | – | 602 | |
| £400m 4.75% Euronotes 2018 | – | 718 | – | 693 | |
| €500m 4.75% Euronotes 2020 | – | 775 | – | 729 | |
| £400m 3.50% Euronotes 2021 | – | 661 | – | – | |
| Bank loans | – | 816 | 100 | 590 | |
| Commercial paper | 576 | – | – | – | |
| Bank overdrafts | 4 | – | 3 | – | |
| Finance lease obligations | 4 | 7 | 3 | 12 | |
| 584 | 3,576 | 635 | 2,626 |
The effective interest rates for bonds approximate to the coupon rates indicated above. There is no material difference between the carrying values of the borrowings and their fair values. Other than finance lease obligations, the borrowings are unsecured.
(b) Analysis of borrowings by maturity
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Less than one year | 584 | 635 |
| One to two years | 105 | 103 |
| Two to three years | 717 | 493 |
| Three to four years | 599 | 3 |
| Four to five years | 718 | 605 |
| Over five years | 1,437 | 1,422 |
| 4,160 | 3,261 |
(c) Analysis of borrowings by currency
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| US dollar | 3,432 | 2,557 |
| Sterling | 662 | 542 |
| Euro | 23 | 46 |
| Other | 43 | 116 |
| 4,160 | 3,261 |
The above analysis takes account of the effect of cross currency swaps and forward foreign exchange contracts and reflects the manner in which the Group manages relevant exposures.
(d) Undrawn committed bank borrowing facilities
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Facilities expiring in: | ||
| One to two years | 2,216 | 114 |
| Two to three years | – | 1,510 |
| 2,216 | 1,624 |
These facilities are at floating interest rates and are in place for general corporate purposes, including the financing of acquisitions and the re-financing of other borrowings.
(e) Covenants and gearing ratio
There is one financial covenant in connection with the borrowing facilities. EBIT must exceed three times net interest expense before financing fair value remeasurements. The Group monitors this and the net debt to EBITDA gearing ratio.
27. Net debt (non-GAAP measure)
(a) Analysis of net debt by nature
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Cash and cash equivalents (net of overdrafts) | 208 | 226 |
| Debt due within one year – bonds and notes | – | (620) |
| Debt due within one year – commercial paper | (576) | – |
| Debt due within one year – finance lease obligations | (4) | (3) |
| Debt due after more than one year – bonds and notes | (2,743) | (2,014) |
| Debt due after more than one year – bank loans and finance lease obligations | (823) | (602) |
| Derivatives hedging loans and borrowings | 129 | 75 |
| (3,809) | (2,938) |
(b) Analysis of net debt by balance sheet caption
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Cash and cash equivalents in the Group balance sheet | 212 | 229 |
| Current borrowings in the Group balance sheet | (584) | (635) |
| Non-current borrowings in the Group balance sheet | (3,576) | (2,626) |
| Total reported in the Group balance sheet | (3,948) | (3,032) |
| Accrued interest reported within borrowings above but excluded from net debt | 10 | 19 |
| Derivatives reported within financial assets | 135 | 75 |
| Derivatives reported within financial liabilities | (6) | – |
| (3,809) | (2,938) |
(c) Analysis of movements in net debt
| Cash and cash equivalents |
Current borrowings |
Non-current borrowings |
Net debt by balance sheet caption |
Accrued interest excluded from net debt |
Derivatives hedging loans and borrowings |
Net debt | |
|---|---|---|---|---|---|---|---|
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| At 1 April 2013 | 229 | (635) | (2,626) | (3,032) | 19 | 75 | (2,938) |
| Cash outflow | (314) | – | – | (314) | – | – | (314) |
| Borrowings cash flow | 767 | 71 | (838) | – | – | – | – |
| Net interest paid | (74) | – | – | (74) | – | – | (74) |
| Movement on accrued interest |
– | 8 | 1 | 9 | (9) | – | – |
| Net cash inflow/(outflow) | 379 | 79 | (837) | (379) | (9) | – | (388) |
| Net share purchases | (371) | – | – | (371) | – | – | (371) |
| Fair value gains and losses | – | 9 | 52 | 61 | – | (69) | (8) |
| Exchange and other movements |
(25) | (37) | (165) | (227) | – | 123 | (104) |
| At 31 March 2014 | 212 | (584) | (3,576) | (3,948) | 10 | 129 | (3,809) |
Notes to the Group financial statements
for the year ended 31 March 2014 continued
27. Net debt (non-GAAP measure) continued
(c) Analysis of movements in net debt continued
| Cash and cash equivalents |
Current borrowings |
Non-current borrowings |
Net debt by balance sheet caption |
Accrued interest excluded from net debt |
Derivatives hedging loans and borrowings |
Net debt | |
|---|---|---|---|---|---|---|---|
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| At 1 April 2012 | 254 | (13) | (2,179) | (1,938) | 17 | 103 | (1,818) |
| Cash outflow | (888) | – | – | (888) | – | – | (888) |
| Borrowings cash flow | 1,123 | (91) | (1,032) | – | – | – | – |
| Reclassification of borrowings | – | (571) | 571 | – | – | – | – |
| Net interest paid | (68) | – | – | (68) | – | – | (68) |
| Movement on accrued interest |
– | – | – | – | 2 | – | 2 |
| Net cash inflow/(outflow) | 167 | (662) | (461) | (956) | 2 | – | (954) |
| Net share purchases | (180) | – | – | (180) | – | – | (180) |
| Fair value gains and losses | – | 15 | (47) | (32) | – | 44 | 12 |
| Exchange and other movements |
(12) | 25 | 61 | 74 | – | (72) | 2 |
| At 31 March 2013 | 229 | (635) | (2,626) | (3,032) | 19 | 75 | (2,938) |
28. Available-for-sale financial assets
Available-for-sale financial assets of US\$46m (2013: US\$41m) comprise listed investments of US\$43m (2013: US\$38m) held in the UK to secure certain unfunded pension arrangements (note 34) and investments held overseas of US\$3m (2013: US\$3m).
During the year ended 31 March 2014, there was a gain of US\$5m (2013: US\$3m) recognised in the Group statement of comprehensive income on the change in value of available-for-sale financial assets.
29. Other financial assets and liabilities
(a) Summary of other financial assets and liabilities
| 2014 | 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | ||
| Assets | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| Loans and receivables | 17 | 74 | 91 | – | 79 | 79 | |
| Derivative financial instruments: | |||||||
| Fair value hedge of borrowings (cross currency swaps) | – | 143 | 143 | – | 70 | 70 | |
| Fair value hedge of borrowings (interest rate swaps) | – | – | – | 18 | 4 | 22 | |
| Derivatives used for hedging | – | 143 | 143 | 18 | 74 | 92 | |
| Non-hedging derivatives (equity swaps) | 2 | – | 2 | 5 | 3 | 8 | |
| Non-hedging derivatives (foreign exchange contracts) | 5 | – | 5 | 4 | – | 4 | |
| Non-hedging derivatives (interest rate swaps) | – | 12 | 12 | – | – | – | |
| Assets at fair value through profit and loss | 7 | 12 | 19 | 9 | 3 | 12 | |
| Derivative financial instruments | 7 | 155 | 162 | 27 | 77 | 104 | |
| Other derivatives | 3 | – | 3 | – | – | – | |
| Total other financial assets | 27 | 229 | 256 | 27 | 156 | 183 |
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| Current | Non-current | Total | Current | Non-current | Total | |
| Liabilities | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m |
| Derivative financial instruments: | ||||||
| Fair value hedge of borrowings (interest rate swaps) | – | 1 | 1 | – | – | – |
| Derivatives used for hedging | – | 1 | 1 | – | – | – |
| Non-hedging derivatives (equity swaps) | – | 1 | 1 | – | – | – |
| Non-hedging derivatives (foreign exchange contracts) | 2 | – | 2 | 3 | – | 3 |
| Non-hedging derivatives (interest rate swaps) | 3 | 19 | 22 | 2 | 40 | 42 |
| Liabilities at fair value through profit and loss | 5 | 20 | 25 | 5 | 40 | 45 |
| Derivative financial instruments | 5 | 21 | 26 | 5 | 40 | 45 |
| Options in respect of non-controlling interests | – | 44 | 44 | 15 | 40 | 55 |
| Total other financial liabilities | 5 | 65 | 70 | 20 | 80 | 100 |
Amounts recognised in the Group income statement in connection with the Group's hedging instruments are disclosed in note 15. There is no material difference between the fair values and the book values stated above. Loans and receivables principally comprise amounts due following the disposal of businesses.
(b) Fair value and notional principal amounts of derivative financial instruments
| 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |||||
| Fair value US\$m |
Notional US\$m |
Fair value US\$m |
Notional US\$m |
Fair value US\$m |
Notional US\$m |
Fair value US\$m |
Notional US\$m |
|
| Cross currency swaps | 143 | 1,347 | – | – | 70 | 1,347 | – | – |
| Interest rate swaps | 12 | 1,366 | 23 | 2,570 | 22 | 858 | 42 | 2,087 |
| Equity swaps | 2 | 8 | 1 | 10 | 8 | 17 | – | – |
| Foreign exchange contracts | 5 | 410 | 2 | 286 | 4 | 203 | 3 | 171 |
| 162 | 3,131 | 26 | 2,866 | 104 | 2,425 | 45 | 2,258 |
(c) Offsetting derivative financial assets and financial liabilities
| Assets | Liabilities | ||||
|---|---|---|---|---|---|
| 2014 2013 |
2014 | 2013 | |||
| US\$m | US\$m | US\$m | US\$m | ||
| Amounts reported in the Group balance sheet | 165 | 104 | 26 | 45 | |
| Related amounts not offset in the Group balance sheet | (21) | (39) | (21) | (39) | |
| Net amount | 144 | 65 | 5 | 6 |
There are no amounts offset within the values reported for assets and liabilities in the Group balance sheet.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
30. Fair values of financial assets and liabilities
(a) Analysis by valuation method for items measured at fair value
| 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 US\$m |
Level 2 US\$m |
Level 3 US\$m |
Total US\$m |
Level 1 US\$m |
Level 2 US\$m |
Level 3 US\$m |
Total US\$m |
|
| Financial assets: | ||||||||
| Derivatives used for hedging | – | 143 | – | 143 | – | 92 | – | 92 |
| Assets at fair value through profit and loss |
– | 22 | – | 22 | – | 12 | – | 12 |
| Amounts reported as other financial assets (note 29) |
– | 165 | – | 165 | – | 104 | – | 104 |
| Available-for-sale (note 28) | 43 | – | 3 | 46 | 38 | – | 3 | 41 |
| 43 | 165 | 3 | 211 | 38 | 104 | 3 | 145 | |
| Financial liabilities: Derivatives used for hedging |
– | (1) | – | (1) | – | – | – | – |
| Liabilities at fair value through profit and loss |
– | (25) | (44) | (69) | – | (45) | (55) | (100) |
| – | (26) | (44) | (70) | – | (45) | (55) | (100) | |
| Net financial assets/(liabilities) | 43 | 139 | (41) | 141 | 38 | 59 | (52) | 45 |
The analysis by level is a requirement of IFRS 13 'Fair value measurement'; the levels are defined therein and summarised here for completeness. Assets and liabilities whose valuations are based on unadjusted quoted prices in active markets for identical assets and liabilities are classified as Level 1. Assets and liabilities which are not traded in an active market and whose valuations are derived from available market data that is observable for the asset or liability are classified as Level 2. Assets and liabilities whose valuations are derived from inputs not based on observable market data are classified as Level 3. For Experian, Level 3 items principally comprise put and call options associated with corporate transactions with no material effect on the amounts stated from any reasonably possible change in Level 3 inputs at 31 March 2014.
(b) Analysis of movements in Level 3 assets and liabilities
| Year ended 31 March 2014 | Year ended 31 March 2013 | ||||||
|---|---|---|---|---|---|---|---|
| Available-for | Other | Total | Available-for | Serasa put | Other | Total | |
| sale US\$m |
US\$m | US\$m | sale US\$m |
option US\$m |
US\$m | US\$m | |
| At 1 April | 3 | (55) | (52) | – | (1,092) | (26) | (1,118) |
| Additions and reclassifications | – | – | – | 3 | – | (24) | (21) |
| Valuation losses recognised in Group income statement |
– | 13 | 13 | – | (558) | (5) | (563) |
| Currency translation gains recognised directly in other comprehensive income |
– | (2) | (2) | – | 163 | – | 163 |
| De-recognition of put option liability directly in equity |
– | – | – | – | 1,487 | – | 1,487 |
| At 31 March | 3 | (44) | (41) | 3 | – | (55) | (52) |
(c) Other financial assets and liabilities
There are no material differences between the carrying value of the Group's other financial assets and liabilities and their estimated fair values. The following assumptions and methods are used to estimate the fair values of financial assets and liabilities not measured at fair value:
- The fair value of receivables, payables and cash and cash equivalents is considered to approximate to the carrying amounts;
- The fair values of short-term borrowings are considered to approximate to the carrying amounts due to the short maturity terms of such instruments; and
- The fair values of long-term borrowings are based on quoted market prices in the case of that portion of fixed rate borrowings not carried at fair value and are considered to approximate to the carrying amount in the case of floating rate bank loans and finance lease obligations.
Of the Group's financial assets and liabilities not carried at fair value, bonds and notes are based on quoted market prices falling within Level 1 of the IFRS 13 fair value hierarchy. Other financial assets and liabilities are calculated based on a discounted cash flow analysis and are within Level 2 of that hierarchy.
31. Contractual undiscounted future cash flows for financial liabilities
| At 31 March 2014 | Less than one year US\$m |
One to two years US\$m |
Two to three years US\$m |
Three to four years US\$m |
Four to five years US\$m |
Over five years US\$m |
Total US\$m |
|---|---|---|---|---|---|---|---|
| Borrowings | 778 | 106 | 820 | 695 | 751 | 1,452 | 4,602 |
| Net settled derivative financial instruments – interest rate swaps |
12 | 1 | (4) | (8) | (9) | (37) | (45) |
| Gross settled derivative financial instruments: | |||||||
| Outflows for foreign exchange contracts | 287 | – | – | – | – | – | 287 |
| Inflows for foreign exchange contracts | (285) | – | – | – | – | – | (285) |
| Gross settled derivative financial instruments | 2 | – | – | – | – | – | 2 |
| Options in respect of non-controlling interests | – | 24 | 37 | – | – | – | 61 |
| Trade and other payables (note 25(b)) | 417 | 21 | 6 | 5 | 1 | 2 | 452 |
| Cash outflows | 1,209 | 152 | 859 | 692 | 743 | 1,417 | 5,072 |
| At 31 March 2013 | Less than one year US\$m |
One to two years US\$m |
Two to three years US\$m |
Three to four years US\$m |
Four to five years US\$m |
Over five years US\$m |
Total US\$m |
|---|---|---|---|---|---|---|---|
| Borrowings | 716 | 177 | 567 | 77 | 669 | 1,339 | 3,545 |
| Net settled derivative financial instruments – interest rate swaps |
20 | 16 | 12 | 8 | 3 | 1 | 60 |
| Gross settled derivative financial instruments: | |||||||
| Outflows for foreign exchange contracts | 234 | – | – | – | – | – | 234 |
| Inflows for foreign exchange contracts | (231) | – | – | – | – | – | (231) |
| Gross settled derivative financial instruments | 3 | – | – | – | – | – | 3 |
| Options in respect of non-controlling interests | 17 | – | 15 | – | 41 | – | 73 |
| Trade and other payables (note 25(b)) | 448 | 3 | 2 | 2 | 2 | 6 | 463 |
| Cash outflows | 1,204 | 196 | 596 | 87 | 715 | 1,346 | 4,144 |
The table above analyses financial liabilities into maturity groupings based on the period from the balance sheet date to the contractual maturity date. As the amounts disclosed are the contractual undiscounted cash flows, they differ from the carrying values and fair values. As indicated in the table, there are contractual undiscounted cash flows for derivative financial liabilities which in total amount to US\$43m (2013: US\$63m).
Notes to the Group financial statements
for the year ended 31 March 2014 continued
32. Share incentive plans
(a) Cost of share-based compensation
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Share awards | 66 | 73 |
| Share options | 4 | 5 |
| Expense recognised | 70 | 78 |
| Cost of associated social security obligations | 6 | – |
| Total expense recognised in Group income statement | 76 | 78 |
The Group has a number of equity-settled, share-based employee incentive plans and further information on share award arrangements is given in note (b) below. The only share options granted in the current and prior year have been in respect of Experian Sharesave Plans. Although there have been no grants of options under the Experian Share Option Plan and equivalent legacy plans in the current and prior year, options remain outstanding under such plans. As the amounts involved for all the share option plans and the related charge to the Group income statement are not significant, no further disclosures are included within these financial statements.
(b) Share awards
(i) Summary of arrangements and performance conditions
There are three plans under which share awards are currently granted – the two Experian Co-Investment Plans (the 'Experian CIPs') and the Experian Performance Share Plan (the 'Experian PSP'). Awards take the form of a grant of shares and vest over a service period of three years with a maximum term of the same length. The method of settlement for the awards is by share distribution. The assumption at grant date for employee departures prior to vesting is between 5% and 10% for conditional awards and 20% for certain unconditional awards which are only made under the Experian PSP. Other details in respect of conditional awards are given below.
| Performance conditions for vesting | Assumed outcome at grant date | |
|---|---|---|
| Experian CIPs | 50% – Benchmark profit performance of Group assessed against specified targets |
Benchmark profit – 66% to 100% |
| 50% – Cumulative operating cash flow of Group | Cumulative operating cash flow – 100% | |
| Experian PSP | 75% – Benchmark profit performance of Group assessed against specified targets |
Benchmark profit – 66% to 100% |
| 25% – Distribution percentage determined by ranking Total Shareholder Return ('TSR') relative to a comparator group |
TSR – Range from 45% to 52% |
Experian CIPs
The grant date for these plans is the start of the financial year in which performance is assessed. This is before the number of shares to be awarded is determined but the underlying value of the award is known, subject to the outcome of the performance condition. The value of awarded shares reflects the performance outcome assumed at the date of their issue to participants and is recognised over a four-year period.
The range of performance conditions for awards under this plan is set out below. The Benchmark profit performance condition (the 'profit condition') requires Benchmark PBT growth at the stated percentages over a three-year period. The cumulative operating cash flow performance condition (the 'cash flow condition') is based on cumulative operating cash flow over a threeyear period. The period of assessment commences at the beginning of the financial year of grant. These are not market-based performance conditions as defined by IFRS 2.
| Profit condition | Cash flow condition | |||
|---|---|---|---|---|
| Year of award | Target | Maximum | Target | Maximum |
| Year ended 31 March 2014 | 7% per annum | 14% per annum | US\$3.8bn | US\$4.2bn |
| Year ended 31 March 2013 | 7% per annum | 14% per annum | US\$3.7bn | US\$4.1bn |
| Year ended 31 March 2012 | 7% per annum | 14% per annum | US\$3.0bn | US\$3.4bn |
Experian PSP
The range of Benchmark profit performance conditions for conditional awards under this plan are the same as those shown in the table immediately above for the Experian CIPs and also require Benchmark PBT growth at the stated percentages over a threeyear period.
The TSR performance condition is considered a market-based performance condition as defined by IFRS 2. In valuing the awarded shares, TSR is evaluated using a Monte Carlo simulation with historic volatilities and correlations for comparator companies measured over the three-year period preceding valuation and an implied volatility for Experian plc ordinary shares.
(ii) Information on share grant valuations
Share grants are valued by reference to the market price on the day of award with no modification made for dividend distributions or other factors as participants are entitled to dividend distributions on awarded shares. Market-based performance conditions are included in the fair value measurement on grant date and are not revised for actual performance. Awards granted in the year ended 31 March 2014 had a weighted average fair value per share of £12.02 (2013: £8.91).
(iii) Share awards outstanding
| 2014 | 2013 | |
|---|---|---|
| million | million | |
| At 1 April | 19.9 | 18.3 |
| Grants | 5.4 | 6.9 |
| Forfeitures | (0.6) | (0.5) |
| Vesting | (7.3) | (4.8) |
| At 31 March | 17.4 | 19.9 |
| Analysis by plan: | ||
| Experian CIPs | 6.3 | 7.3 |
| Experian PSP – conditional awards | 6.2 | 6.8 |
| Experian PSP – unconditional awards | 4.9 | 5.8 |
| At 31 March | 17.4 | 19.9 |
Notes to the Group financial statements
for the year ended 31 March 2014 continued
33. Post-employment benefit arrangements and related risks
An overview of the Group's post-employment benefit arrangements and the related risks is given below. The disclosures required by IAS 19 (revised), which relate to the Group's defined benefit pension arrangements and post-retirement healthcare obligations only, are set out in note 34.
(a) Funded pension arrangements
The Group's principal defined benefit plan is the Experian Pension Scheme which provides benefits for certain UK employees but was closed to new entrants in the year ended 31 March 2009. The Experian Pension Scheme has rules which specify the benefits to be paid and, under this plan, the level of pension benefit that an employee will receive on retirement is dependent on age, length of service and salary. At the latest valuation date there were 269 active members of this plan, 1,780 deferred members and 3,155 pensioner members.
The Group provides a defined contribution plan, the Experian Retirement Savings Plan, to other eligible UK employees including new hires. In common with other plans of this nature in the UK, membership of this plan has increased as a result of recent legislation introduced by the UK government. Under this plan, employee and employer contributions are paid by the Group into an independently administered fund and used to fund member pensions at their retirement. There were 3,286 active members of this plan at 31 March 2014.
Both the UK plans are governed by trust deeds which ensure that their finances and governance are independent from those of the Group. Trustees are responsible for the oversight of the investments and funding of the plans and plan administration. Employees in the US and Brazil have the option to join locally provided defined contribution plans and currently there are 3,892 active members in the US and 1,608 in Brazil. There are no other material funded pension arrangements.
A full actuarial funding valuation of the Experian Pension Scheme is carried out every three years with interim reviews in the intervening years. The latest full valuation was carried out as at 31 March 2013 by independent, qualified actuaries, Towers Watson Limited, using the projected unit credit method. The 2013 actuarial valuation has been agreed and there is a small deficit. The next full actuarial valuation will be carried out as at 31 March 2016.
(b) Unfunded pension arrangements
The Group has had unfunded pension arrangements in place for a number of years designed to ensure that certain directors and senior managers in the UK who are affected by the earnings cap are placed in broadly the same position as those who are not. Additionally there are unfunded arrangements for one current director of the Company and certain former directors and employees of Experian Finance plc. Certain of these unfunded arrangements in the UK have been secured by the grant of charges to an independent trustee over an independently managed portfolio of marketable securities owned by the Group and reported as available-for-sale financial assets (note 28).
(c) Post-retirement medical benefits
The Group operates plans which provide post-retirement medical benefits to certain retired employees and their dependant relatives. The principal plan relates to former employees in the UK and, under this plan, the Group has undertaken to meet the cost of postretirement medical benefits for all eligible former employees who retired prior to 1 April 1994 and their dependants.
(d) Risks in connection with pension arrangements
Through its defined benefit pension plans and post-retirement medical benefits arrangements, the Group is exposed to a number of risks that are inherent in such plans and arrangements. There are, however, no unusual, entity-specific or plan-specific risks, and no significant concentrations of risk. The risks can be summarised as follows:
- asset value volatility, with the associated impact on the assets held in connection with the funding of pension obligations and the related cash flows.
- changes in bond yields, with any reduction resulting in an increase in the present value of pension obligations mitigated by an increase in the value of plan assets.
- inflation, as pension obligations are generally linked to inflation and the prevailing rate of inflation experienced for medical benefits is typically higher than other inflation measures in the UK.
- life expectancy, as pension and medical benefits are generally provided for the life of beneficiaries and their dependants.
34. Post-employment benefit assets and obligations
An overview of the Group's post-employment benefit arrangements is given in note 33. Experian adopted IAS 19 (revised) 'Employee benefits' with effect from 1 April 2013 and the results for the year ended 31 March 2013 are re-presented accordingly. The disclosures required by IAS 19 (revised), which relate to the Group's defined benefit pension arrangements and post-employment medical benefits obligations only, are set out below.
(a) Post-employment benefit amounts recognised in the Group financial statements
| (i) Balance sheet assets/(obligations) | ||
|---|---|---|
| 2014 | 2013 | |
| US\$m | US\$m | |
| Retirement benefit assets/(obligations) – funded plans: | ||
| Fair value of funded plans' assets | 1,104 | 994 |
| Present value of funded plans' obligations | (1,030) | (914) |
| Assets in the balance sheet for funded defined pension benefits | 74 | 80 |
| Obligations in the balance sheet for unfunded post-employment benefits: | ||
| Present value of defined pension benefits – unfunded plans | (50) | (45) |
| Present value of post-employment medical benefits | (11) | (11) |
| Liabilities in the balance sheet | (61) | (56) |
| Net post-employment benefit assets | 13 | 24 |
(ii) Income statement charge/(credit)
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| By nature of expense: | ||
| Current service cost | 9 | 8 |
| Administration expenses | 2 | 2 |
| Settlement or curtailment | – | (1) |
| Charge within labour costs and operating profit | 11 | 9 |
| Interest income | (2) | (4) |
| Total charge to income statement | 9 | 5 |
| By type of plan: | ||
| Defined pension benefits | 8 | 4 |
| Post-employment medical benefits | 1 | 1 |
| Total charge to income statement | 9 | 5 |
(iii) Remeasurement recognised in the statement of comprehensive income
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Defined pension benefits | (15) | (56) |
| Post-employment medical benefits | 1 | – |
| (14) | (56) |
Notes to the Group financial statements
for the year ended 31 March 2014 continued
34. Post-employment benefit assets and obligations continued
(b) Movements in net post-employment benefit assets recognised in the balance sheet
| Fair value of | Net post | |||||
|---|---|---|---|---|---|---|
| plan assets | Defined pension benefits – funded |
Defined pension benefits – unfunded |
Post employment medical benefits |
Total | employment benefit assets |
|
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| At 1 April 2013 | 994 | (914) | (45) | (11) | (970) | 24 |
| Income statement (charge)/credit: | ||||||
| Current service cost | – | (8) | (1) | – | (9) | (9) |
| Administration expenses | – | (2) | – | – | (2) | (2) |
| Interest income/(expense) | 46 | (42) | (2) | – | (44) | 2 |
| Total (charge)/credit to income statement | 46 | (52) | (3) | – | (55) | (9) |
| Remeasurements: | ||||||
| Return on plan assets other than interest | (2) | – | – | – | – | (2) |
| Gains/(losses) from change in demographic assumptions |
– | (17) | (1) | (1) | (19) | (19) |
| Gains/(losses) from change in financial assumptions |
– | 8 | – | – | 8 | 8 |
| Experience gains/(losses) | – | (4) | 1 | 2 | (1) | (1) |
| Remeasurement of post-employment benefit assets and obligations |
(2) | (13) | – | 1 | (12) | (14) |
| Differences on exchange | 96 | (90) | (3) | (1) | (94) | 2 |
| Contributions paid by the Group | 7 | – | 2 | 1 | 3 | 10 |
| Contributions paid by employees | 3 | (3) | – | – | (3) | – |
| Benefits paid | (40) | 42 | (1) | (1) | 40 | – |
| At 31 March 2014 | 1,104 | (1,030) | (50) | (11) | (1,091) | 13 |
| Fair value of | Net post | |||||
|---|---|---|---|---|---|---|
| plan assets | Defined pension benefits – funded |
Defined pension benefits – unfunded |
Post employment medical benefits |
Total | employment benefit assets |
|
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| At 1 April 2012 | 957 | (827) | (41) | (12) | (880) | 77 |
| Income statement (charge)/credit: | ||||||
| Current service cost | – | (8) | – | – | (8) | (8) |
| Administration expenses | – | (2) | – | – | (2) | (2) |
| Settlement or curtailment | – | 1 | – | – | 1 | 1 |
| Interest income/(expense) | 48 | (41) | (2) | (1) | (44) | 4 |
| Total (charge)/credit to income statement | 48 | (50) | (2) | (1) | (53) | (5) |
| Remeasurements: | ||||||
| Return on plan assets other than interest | 72 | – | – | – | – | 72 |
| Gains/(losses) from change in financial | ||||||
| assumptions | – | (128) | – | – | (128) | (128) |
| Experience gains/(losses) | – | – | – | – | – | – |
| Remeasurement of post-employment benefit assets and obligations |
72 | (128) | – | – | (128) | (56) |
| Differences on exchange | (52) | 50 | (2) | 1 | 49 | (3) |
| Contributions paid by the Group | 11 | – | – | – | – | 11 |
| Contributions paid by employees | 3 | (3) | – | – | (3) | – |
| Benefits paid | (45) | 44 | – | 1 | 45 | – |
| At 31 March 2013 | 994 | (914) | (45) | (11) | (970) | 24 |
(c) Actuarial assumptions and sensitivities
The accounting valuations at 31 March 2014 have been based on the most recent actuarial valuations, updated by Towers Watson Limited to take account of the requirements of IAS 19 (revised). The assumptions for discount rate, salary increases and mortality, used to calculate the present value of the defined benefit obligations, all have a significant effect on the accounting valuation.
Changes to these assumptions in the light of prevailing conditions may have a significant impact on future valuations. Indications of the sensitivity of the amounts reported at 31 March 2014 to changes in the discount rate, life expectancy and medical costs are included below. The methods and types of assumptions used are consistent with those used in the year ended 31 March 2013 and the absolute sensitivity numbers are stated on a basis consistent with the methodology used in determining the accounting valuation at 31 March 2014. The methodology evaluates the effect of a change in each assumption on the relevant obligations whilst holding all other assumptions constant.
(i) Principal financial actuarial assumptions
| 2014 | 2013 | |
|---|---|---|
| % | % | |
| Discount rate | 4.3 | 4.5 |
| Inflation rate – based on the UK Retail Prices Index ('RPI') | 3.3 | 3.4 |
| Inflation rate – based on the UK Consumer Prices Index ('CPI') | 2.3 | 2.4 |
| Increase in salaries | 3.8 | 4.4 |
| Increase for pensions in payment – element based on RPI (where cap is 5%) | 3.0 | 3.1 |
| Increase for pensions in payment – element based on CPI (where cap is 5%) | 1.7 | 2.4 |
| Increase for pensions in payment – element based on CPI (where cap is 3%) | 1.9 | 2.0 |
| Increase for pensions in deferment | 2.3 | 2.4 |
| Inflation in medical costs | 6.8 | 6.9 |
The principal financial assumption is the real discount rate, being the excess of the discount rate over the rate of inflation. The discount rate is based on the market yields on high-quality corporate bonds of appropriate currency and term to the defined benefit obligations. In the case of the Experian Pension Scheme, the obligations are primarily in sterling and have a maturity of some 18 years. If the discount rate increased/decreased by 0.1%, the defined benefit obligations at 31 March 2014 would decrease/increase by approximately US\$18m and the annual current service cost would remain unchanged.
The rates of increase for pensions in payment reflect the separate arrangements applying to different groups of Experian's pensioners.
(ii) Mortality assumptions – average life expectation on retirement at age 65 in normal health
| 2014 | 2013 | |
|---|---|---|
| years | years | |
| For a male currently aged 65 | 23.2 | 22.5 |
| For a female currently aged 65 | 25.0 | 23.7 |
| For a male currently aged 50 | 24.6 | 23.6 |
| For a female currently aged 50 | 26.9 | 24.8 |
The valuation assumes that mortality will be in line with standard tables adjusted to reflect the expected experience of the Experian Pension Scheme membership based on analysis carried out for the 31 March 2013 funding valuation. A specific allowance for anticipated future improvements in life expectancy is also incorporated. An increase in assumed life expectancy of 0.1 years would increase the defined benefit obligations at 31 March 2014 by approximately US\$4m.
(iii) Post-retirement healthcare
The valuation in respect of post-retirement healthcare benefits assumes a rate of increase for medical costs. If this rate increased/decreased by 1.0% per annum, the obligation would increase/decrease by US\$1m and the finance expense would remain unchanged.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
34. Post-employment benefit assets and obligations continued
(d) Assets of the Group's defined benefit plans at fair value
| 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|
| Listed US\$m |
Unlisted US\$m |
Total US\$m |
% | Listed US\$m |
Unlisted US\$m |
Total US\$m |
% | |
| Equities | 514 | – | 514 | 46 | 440 | – | 440 | 44 |
| Fixed interest securities | 475 | – | 475 | 43 | 449 | – | 449 | 45 |
| Investment funds | 108 | – | 108 | 10 | 98 | – | 98 | 10 |
| Other | 5 | 2 | 7 | 1 | 5 | 2 | 7 | 1 |
| 1,102 | 2 | 1,104 | 100 | 992 | 2 | 994 | 100 |
There are no ordinary shares or debentures of the Company in the assets of the Group's defined benefit plans.
(e) Future contributions
Although there was a deficit at the date of the 2013 full actuarial valuation of the Experian Pension Scheme, no deficit repayment contributions are currently required. The next full valuation of the plan will be carried out as at 31 March 2016.
Contributions currently expected to be paid to the Experian Pension Scheme during the year ending 31 March 2015 are US\$8m by the Group and US\$3m by its employees.
35. Deferred and current tax
(a) Deferred tax
(i) Net deferred tax assets/(liabilities)
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| At 1 April | 421 | (59) |
| Differences on exchange | (33) | 29 |
| Tax charge in the Group income statement – continuing operations (note 16) | (163) | 33 |
| Tax charge in the Group income statement – discontinued operations (note 17) | – | (13) |
| Business combinations (note 40) | (170) | (3) |
| Tax recognised within other comprehensive income | 4 | 13 |
| Tax recognised directly in equity on transactions with owners: | ||
| – for employee share incentive plans | (13) | (6) |
| – on acquisition of additional interest in Serasa | – | 462 |
| Transfer in respect of liabilities held for sale | – | (36) |
| Other transfers | 2 | 1 |
| At 31 March | 48 | 421 |
| Net deferred tax assets are presented in the Group balance sheet as: | ||
| Deferred tax assets | 460 | 643 |
| Deferred tax liabilities | (412) | (222) |
| At 31 March | 48 | 421 |
Deferred tax recognised in other comprehensive income is in respect of the remeasurement of post-employment benefit assets and obligations.
(ii) Movements in gross deferred tax assets and liabilities
| Accelerated depreciation |
Intangibles | Share incentive |
Tax losses | Other temporary |
Total | |
|---|---|---|---|---|---|---|
| Assets | US\$m | US\$m | plans US\$m |
US\$m | differences US\$m |
US\$m |
| At 1 April 2013 | 22 | 619 | 53 | 303 | 172 | 1,169 |
| Differences on exchange | 2 | (62) | – | – | (1) | (61) |
| Tax (charge)/credit in the Group income | ||||||
| statement – continuing operations | 3 | 3 | (3) | (133) | 12 | (118) |
| Business combinations | – | – | – | 34 | – | 34 |
| Tax recognised within other comprehensive income |
– | – | – | – | 4 | 4 |
| Tax recognised directly in equity | ||||||
| on transactions with owners | – | – | (13) | – | – | (13) |
| Other transfers | – | (1) | – | 23 | (32) | (10) |
| At 31 March 2014 | 27 | 559 | 37 | 227 | 155 | 1,005 |
| Accelerated depreciation |
Intangibles | Share incentive plans |
Tax losses | Other temporary differences |
Total | |
|---|---|---|---|---|---|---|
| Assets | US\$m | US\$m | US\$m | US\$m | US\$m | US\$m |
| At 1 April 2012 | 24 | 24 | 58 | 300 | 140 | 546 |
| Differences on exchange | – | – | – | – | 3 | 3 |
| Tax (charge)/credit in the Group income statement – continuing operations |
(2) | 133 | 1 | (74) | 5 | 63 |
| Tax credit in the Group income statement – discontinued operations |
– | – | – | 77 | 10 | 87 |
| Tax recognised within other comprehensive income |
– | – | – | – | 13 | 13 |
| Tax recognised directly in equity on transactions with owners |
– | 462 | (6) | – | – | 456 |
| Other transfers | – | – | – | – | 1 | 1 |
| At 31 March 2013 | 22 | 619 | 53 | 303 | 172 | 1,169 |
| Accelerated tax depreciation |
Intangibles | Other temporary differences |
Total | |
|---|---|---|---|---|
| Liabilities | US\$m | US\$m | US\$m | US\$m |
| At 1 April 2013 | 32 | 683 | 33 | 748 |
| Differences on exchange | – | (29) | 1 | (28) |
| Tax charge in the Group income statement – continuing operations | 6 | 40 | (1) | 45 |
| Business combinations | – | 204 | – | 204 |
| Other transfers | – | (4) | (8) | (12) |
| At 31 March 2014 | 38 | 894 | 25 | 957 |
| Accelerated tax depreciation |
Intangibles | Other temporary differences |
Total | |
|---|---|---|---|---|
| Liabilities | US\$m | US\$m | US\$m | US\$m |
| At 1 April 2012 | 48 | 531 | 26 | 605 |
| Differences on exchange | – | (28) | 2 | (26) |
| Tax (credit)/charge in the Group income statement – continuing operations | (16) | 42 | 4 | 30 |
| Tax charge in the Group income statement – discontinued operations | – | 100 | – | 100 |
| Business combinations | – | 3 | – | 3 |
| Transfer in respect of liabilities held for sale | – | 36 | – | 36 |
| Other transfers | – | (1) | 1 | – |
| At 31 March 2013 | 32 | 683 | 33 | 748 |
The movements in gross deferred tax assets and liabilities shown above do not take into consideration the offsetting of assets and liabilities within the same tax jurisdiction.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
35. Deferred and current tax continued
(iii) Other information on deferred tax assets and liabilities
At the balance sheet date there were deferred tax assets expected to reverse within the next year of US\$200m (2013: US\$186m). The Group has not recognised assets of US\$124m (2013: US\$106m) in respect of losses that could be utilised against future taxable income and assets of US\$12m (2013: US\$13m) in respect of capital losses that could be utilised against future taxable gains. These losses are available indefinitely.
At the balance sheet date there were deferred tax liabilities expected to reverse within the next year of US\$44m (2013: US\$41m). There are retained earnings of US\$12,020m (2013: US\$11,364m) in subsidiary undertakings which would be subject to tax if remitted to Experian plc. Given the mix of countries and tax rates, it is not practicable to determine the impact of such remittance and accordingly no related deferred tax liabilities have been recognised.
The main rate of UK corporation tax has been reduced to 21% with effect from 1 April 2014 and 20% with effect from 1 April 2015. Deferred tax arising in the UK has therefore been provided principally at 20%. A rate of 23% was used at 31 March 2013.
(b) Net current tax assets/(liabilities)
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| At 1 April | 8 | (46) |
| Tax charge in the Group income statement – continuing operations (note 16) | (139) | (184) |
| Tax credit in the Group income statement – discontinued operations (note 17) | 7 | 136 |
| Tax recognised directly in equity on transactions with owners | 17 | 21 |
| Tax paid (note 39(d)) | 30 | 75 |
| Disposal of subsidiaries | 1 | – |
| Transfer in respect of assets held for sale | – | 5 |
| Other transfers | (2) | 1 |
| At 31 March | (78) | 8 |
| Net current tax assets/(liabilities) are presented in the Group balance sheet as: | ||
| Current tax assets | 13 | 49 |
| Current tax liabilities | (91) | (41) |
| At 31 March | (78) | 8 |
Current tax recognised directly in equity on transactions with owners relates to employee share incentive plans.
36. Provisions
| 2014 | 2013 | |||||
|---|---|---|---|---|---|---|
| Restructuring | Other | Total | Restructuring | Other | Total | |
| costs | liabilities | costs | liabilities | |||
| US\$m | US\$m | US\$m | US\$m | US\$m | US\$m | |
| At 1 April | 18 | 35 | 53 | 3 | 45 | 48 |
| Differences on exchange | 1 | (4) | (3) | – | (5) | (5) |
| Amount charged in the year | 15 | 21 | 36 | 21 | 11 | 32 |
| Utilised | (19) | (13) | (32) | (6) | (16) | (22) |
| At 31 March | 15 | 39 | 54 | 18 | 35 | 53 |
| Disclosed within current liabilities | 15 | 39 | 54 | 17 | 35 | 52 |
| Disclosed within non-current liabilities | – | – | – | 1 | – | 1 |
| At 31 March | 15 | 39 | 54 | 18 | 35 | 53 |
Restructuring costs principally comprise liabilities in connection with the cost efficiency programme, due to be completed by December 2014. Other liabilities principally comprise liabilities of Serasa, in connection with local legal and tax issues, which were primarily recognised on the acquisition of that company in 2007. Adjustments to these amounts are made as the exposures are concluded.
37. Called up share capital and share premium account
At 31 March 2014, there were 1,031.6m shares in issue (2013: 1,030.1m) and 1.5m (2013: 1.1m) shares were issued in the year then ended. Further information relating to share capital is contained in note K to the parent company financial statements.
The difference between the amounts shown in the Group and parent company financial statements in respect of called up share capital and the share premium account arose due to the translation of the sterling amounts into US dollars at the different exchange rates on the different translation dates.
38. Retained earnings and other reserves
(a) Retained earnings
Retained earnings comprise net profits retained in the Group after the payment of equity dividends. There are no significant statutory, contractual or exchange control restrictions on distributions by Group undertakings.
(b) Other reserves
(i) Movements in reserves
| Merger reserve |
Hedging reserve |
Translation reserve |
Own shares |
Total other |
|
|---|---|---|---|---|---|
| US\$m | US\$m | US\$m | reserve US\$m |
reserves US\$m |
|
| At 1 April 2013 | (15,682) | 11 | (11) | (565) | (16,247) |
| Purchase of own shares by employee trusts | – | – | – | (126) | (126) |
| Purchase of own shares held as treasury shares | – | – | – | (203) | (203) |
| Exercise of share awards and options | – | – | – | 85 | 85 |
| Currency translation items recognised in other comprehensive income |
– | – | (189) | – | (189) |
| At 31 March 2014 | (15,682) | 11 | (200) | (809) | (16,680) |
| Merger reserve US\$m |
Hedging reserve US\$m |
Translation reserve US\$m |
Own shares reserve US\$m |
Total other reserves US\$m |
|
| At 1 April 2012 | (15,682) | 11 | 12 | (492) | (16,151) |
| Purchase of own shares by employee trusts | – | – | – | (221) | (221) |
| Exercise of share awards and options | – | – | – | 148 | 148 |
| Currency translation items recognised in other comprehensive income |
– | – | (23) | – | (23) |
| At 31 March 2013 | (15,682) | 11 | (11) | (565) | (16,247) |
(ii) Nature of reserves
The merger reserve arose on the demerger in October 2006 and is the difference between the share capital and share premium of GUS plc and the nominal value of the share capital of the Company before the share offer in October 2006 and subsequent share issues.
Movements on the hedging reserve and the position at the balance sheet date reflect hedging transactions which are not charged or credited to the Group income statement, net of related tax.
Movements on the translation reserve and the position at the balance sheet date reflect foreign currency translations since 1 April 2004 which are not charged or credited to the Group income statement, net of related tax. The movement in the year ended 31 March 2014 comprises currency translation losses of US\$187m (2013: US\$23m) recognised directly in other comprehensive income, together with the reclassification of cumulative currency translation gains in respect of divestments of US\$2m (2013: US\$nil).
The balance on the own shares reserve is the cost of ordinary shares in the Company and further details are given in note (iii) below. The difference between the amounts shown in the Group and parent company financial statements in respect of the own shares reserve arose due to the translation of the sterling amounts into US dollars at the different exchange rates on the different translation dates.
Notes to the Group financial statements
for the year ended 31 March 2014 continued
38. Retained earnings and other reserves continued
(iii) Movements in own shares held and own shares reserve
| Number of own shares held | Cost of own shares held | |||||
|---|---|---|---|---|---|---|
| Treasury million |
Trusts million |
Total million |
Treasury US\$m |
Trusts US\$m |
Total US\$m |
|
| At 1 April 2013 | 20 | 22 | 42 | 234 | 331 | 565 |
| Purchase of own shares held as treasury shares |
11 | – | 11 | 203 | – | 203 |
| Purchase of own shares by employee trusts | – | 7 | 7 | – | 126 | 126 |
| Exercise of share options and awards | – | (6) | (6) | – | (85) | (85) |
| Transfers | 7 | (7) | – | 119 | (119) | – |
| At 31 March 2014 | 38 | 16 | 54 | 556 | 253 | 809 |
| Number of own shares held | Cost of own shares held | |||||
|---|---|---|---|---|---|---|
| Treasury million |
Trusts million |
Total million |
Treasury US\$m |
Trusts US\$m |
Total US\$m |
|
| At 1 April 2012 | 24 | 16 | 40 | 274 | 218 | 492 |
| Purchase of own shares by employee trusts | – | 14 | 14 | – | 221 | 221 |
| Exercise of share options and awards | – | (12) | (12) | – | (148) | (148) |
| Transfers | (4) | 4 | – | (40) | 40 | – |
| At 31 March 2013 | 20 | 22 | 42 | 234 | 331 | 565 |
39. Notes to the Group cash flow statement
(a) Cash generated from operations
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Profit before tax | 1,049 | 434 |
| Share of post-tax profit of associates | (2) | – |
| Net finance costs | 47 | 623 |
| Operating profit | 1,094 | 1,057 |
| Loss on disposals of fixed assets | 5 | 2 |
| (Gain)/loss on disposal of businesses | (14) | 12 |
| Depreciation and amortisation | 500 | 465 |
| Impairment of acquisition intangibles | 9 | – |
| Impairment of goodwill | 15 | – |
| Charge in respect of share incentive plans | 70 | 78 |
| Increase in working capital (note 39(b)) | (36) | (27) |
| Acquisition expenses – difference between Group income statement charge and amount paid | 2 | – |
| Adjustment to the fair value of contingent consideration | – | 1 |
| Movement in exceptional items included in working capital | (4) | 14 |
| Cash generated from operations | 1,641 | 1,602 |
(b) Increase in working capital
| 2014 | 2013 | |
|---|---|---|
| (Re-presented) | ||
| (Note 3) | ||
| US\$m | US\$m | |
| Inventories | 3 | 3 |
| Trade and other receivables | (6) | (68) |
| Trade and other payables | (33) | 38 |
| Increase in working capital | (36) | (27) |
(c) Reconciliation of cash outflow in respect of restructuring programme
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Charge for restructuring costs | 68 | 54 |
| Working capital movements | 4 | (14) |
| Asset write-offs | (7) | (13) |
| Cash outflow in respect of restructuring programme | 65 | 27 |
(d) Cash outflow in respect of tax
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Tax paid – continuing operations | 174 | 162 |
| Tax received – discontinued operations (note 17): | ||
| Tax received on income | – | (2) |
| Tax recovery on disposal transaction | (144) | (85) |
| Tax received in respect of discontinued operations | (144) | (87) |
| Cash outflow in respect of tax | 30 | 75 |
(e) Cash flows on acquisitions (non-GAAP measure)
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Purchase of subsidiaries (note 40) | 1,235 | 23 |
| Net cash acquired with subsidiaries | (13) | – |
| Deferred consideration settled | 1 | 15 |
| As reported in the Group cash flow statement | 1,223 | 38 |
| Acquisition expenses paid | 8 | 4 |
| Payments to acquire non-controlling interests (note 39(g)) | 19 | 1,507 |
| Cash outflow for acquisitions (non-GAAP measure) | 1,250 | 1,549 |
(f) Cash outflow in respect of net share purchases (non-GAAP measure)
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Issue of ordinary shares | (13) | (9) |
| Net cash outflow/(inflow) on vesting of share awards and exercise of share options | 55 | (61) |
| Purchase of own shares by employee trusts – for employee share incentive plans | 126 | 250 |
| Purchase of own shares held as treasury shares | 203 | – |
| Cash outflow in respect of net share purchases (non-GAAP measure) | 371 | 180 |
(g) Payments to acquire non-controlling interests
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Payment to shareholders in Serasa for purchase of additional interest | 5 | 1,487 |
| Related expenses | 1 | 13 |
| Payments to acquire additional interest in Serasa | 6 | 1,500 |
| Other payments | 13 | 7 |
| Payments to acquire non-controlling interests | 19 | 1,507 |
(h) Analysis of cash and cash equivalents
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Cash and cash equivalents in the Group balance sheet | 212 | 229 |
| Bank overdrafts | (4) | (3) |
| Cash and cash equivalents in the Group cash flow statement | 208 | 226 |
Notes to the Group financial statements
for the year ended 31 March 2014 continued
39. Notes to the Group cash flow statement continued
(i) Reconciliation of Cash generated from operations to Operating cash flow (non-GAAP measure)
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Cash generated from operations (note 39(a)) | 1,641 | 1,602 |
| Acquisition expenses paid | 8 | 4 |
| Purchase of other intangible assets | (319) | (345) |
| Purchase of property, plant and equipment | (83) | (115) |
| Sale of property, plant and equipment | 8 | 1 |
| Dividends received from associates | 1 | 1 |
| Cash outflow in respect of restructuring programme (note 39(c)) | 65 | 27 |
| Operating cash flow | 1,321 | 1,175 |
40. Acquisitions
(a) Acquisitions in the year
The Group made four acquisitions during the year, in connection with which provisional goodwill of US\$831m was recognised based on the fair value of the net assets acquired of US\$418m.
These transactions included:
- the acquisition on 1 October 2013 of the whole of the issued share capital of The 41st Parameter, Inc, a leading provider of fraud detection services based in the US, for an aggregate purchase consideration of US\$324m of which US\$14m is subject to limited, two-year revenue based earn-out provisions. This acquisition increases Experian's presence in the fraud prevention market, and complements Experian's existing activities in fraud detection and online authentication.
- the acquisition on 21 November 2013 of the whole of the issued share capital of Passport Health Communications, Inc., a leading provider of data, analytics and software in the US healthcare payment market, for a consideration of US\$850m. This acquisition further increases Experian's presence in this market.
- two other acquisitions, neither of which is individually material.
(b) Net assets acquired, goodwill and acquisition consideration
| Passport Health Communications, |
The 41st Parameter, Inc |
Other | Total | |
|---|---|---|---|---|
| Inc. US\$m |
US\$m | US\$m | US\$m | |
| Intangible assets: | ||||
| Customer and other relationships | 398 | 72 | 16 | 486 |
| Software development | 45 | 15 | 12 | 72 |
| Intangible assets | 443 | 87 | 28 | 558 |
| Property, plant and equipment | 11 | 2 | – | 13 |
| Trade and other receivables | 32 | 3 | 3 | 38 |
| Cash and cash equivalents | 4 | 4 | 5 | 13 |
| Trade and other payables | (20) | (9) | (1) | (30) |
| Loans and borrowings | – | (4) | – | (4) |
| Deferred tax liabilities | (145) | (17) | (8) | (170) |
| Total identifiable net assets | 325 | 66 | 27 | 418 |
| Goodwill | 529 | 258 | 44 | 831 |
| Total | 854 | 324 | 71 | 1,249 |
| Satisfied by: | ||||
| Cash | 854 | 310 | 71 | 1,235 |
| Deferred and contingent consideration | – | 14 | – | 14 |
| Total | 854 | 324 | 71 | 1,249 |
These provisional fair values contain amounts which will be finalised no later than one year after the dates of acquisition. Provisional amounts have been included at 31 March 2014 as a consequence of the timing and complexity of the acquisitions. Goodwill represents the synergies, assembled workforces and future growth potential of the businesses. None of the goodwill arising in the year of US\$831m is currently deductible for tax purposes.
(c) Additional information
(i) For current year acquisitions
| Passport Health Communications, Inc. |
The 41st Parameter Inc |
Other | Total | |
|---|---|---|---|---|
| US\$m | US\$m | US\$m | US\$m | |
| Increase in book value from fair value adjustments: | ||||
| Intangible assets | 416 | 87 | 28 | 531 |
| Other assets and liabilities | (145) | (17) | (8) | (170) |
| Increase in book value from fair value adjustments | 271 | 70 | 20 | 361 |
| Gross contractual amounts receivable in respect of trade and other receivables |
28 | 2 | 3 | 33 |
| Revenue from 1 April 2013 to dates of acquisition | 85 | 13 | 1 | 99 |
| Revenue from dates of acquisition to 31 March 2014 | 45 | 14 | 11 | 70 |
| Loss before tax from dates of acquisition to 31 March 2014 | – | (8) | – | (8) |
At the dates of acquisition, the gross contractual amounts receivable in respect of trade and other receivables of US\$33m were expected to be collected in full.
It has been impracticable to estimate the impact on Group profit after tax had the acquired entities been owned from 1 April 2013, as their accounting policies and period end dates did not accord with those of the Group prior to their acquisition.
(ii) For current and prior year acquisitions
There have been no material gains, losses, error corrections or other adjustments recognised in the year ended 31 March 2014 that relate to acquisitions in the current or prior years.
41. Acquisition of additional interest in Serasa – year ended 31 March 2013
In November 2012, the Group completed the acquisition of a further 29.6% interest in Serasa SA taking its holding to 99.6%. This transaction was not a related party transaction under IFRS. The treatment of the changes in this ownership interest in the Group statement of changes in total equity for the year ended 31 March 2013 is summarised below.
| US\$m | |
|---|---|
| Increase in equity attributable to owners of Experian plc: | |
| Payments to acquire additional interest in Serasa – charged to equity | (1,500) |
| De-recognition of put option liability – credited to equity | 1,487 |
| Deferred tax asset recognised | 462 |
| Movement on de-recognition of non-controlling interest | 85 |
| Increase in equity attributable to owners of Experian plc | 534 |
| De-recognition of non-controlling interest | (85) |
| Increase in total equity | 449 |
The cash outflow of US\$1,500m in respect of this transaction is further analysed in note 39(g).
Notes to the Group financial statements
for the year ended 31 March 2014 continued
42. Disposal of comparison shopping and lead generation businesses
(a) Profit on disposal – year ended 31 March 2013
| US\$m | |
|---|---|
| Book value of net assets sold: | |
| Goodwill | 11 |
| Other intangible assets | 35 |
| Property, plant and equipment | 8 |
| Trade receivables | 23 |
| Other prepayments and accrued income | 14 |
| Deferred tax liability | (2) |
| Trade payables | (1) |
| Accruals and deferred income | (20) |
| Book value of net assets sold | 68 |
| Disposal proceeds: | |
| Cash | 2 |
| Loan note | 78 |
| Transaction costs | (12) |
| Net proceeds | 68 |
| Profit on disposal | – |
(b) Cash inflow/(outflow) on disposal
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Partial redemption of loan note | 5 | – |
| Other proceeds received in cash | – | 2 |
| Transaction costs paid | – | (10) |
| Net cash inflow/(outflow) | 5 | (8) |
As indicated in note 17, the comparison shopping and lead generation businesses were sold in October 2012. Further consideration is available to Experian if defined profit targets are achieved over time and in certain other circumstances, up to a fully inclusive total of US\$110m.
43. Operating lease commitments – minimum lease payments
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Commitments under non-cancellable operating leases are payable: | ||
| In less than one year | 69 | 73 |
| Between one and five years | 163 | 149 |
| In more than five years | 68 | 51 |
| 300 | 273 |
The Group leases offices, vehicles and technology under non-cancellable operating lease agreements with varying terms, escalation clauses and renewal rights and the charge for the year was US\$72m (2013: US\$71m).
44. Capital commitments
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Capital expenditure for which contracts have been placed: | ||
| Intangible assets | 83 | 106 |
| Property, plant and equipment | 13 | 13 |
| 96 | 119 |
Capital commitments at 31 March 2014 include commitments of US\$59m not expected to be incurred before 31 March 2015. Capital commitments as at 31 March 2013 included commitments of US\$77m not then expected to be incurred before 31 March 2014.
45. Contingencies
There are a number of pending and threatened litigation claims involving the Group in North America and Latin America which are being vigorously defended. The directors do not believe that the outcome of any such pending or threatened litigation will have a materially adverse effect on the Group's financial position. However, as is inherent in legal proceedings, there is a risk of outcomes that are unfavourable to the Group. In the case of unfavourable outcomes the Group would benefit from applicable insurance recoveries.
As previously indicated, Serasa has been advised that the Brazilian tax authorities are challenging the deduction for tax purposes of goodwill amortisation arising from the acquisition of Serasa in 2007. Experian believes that the possibility of this resulting in a liability to the Group is remote, on the basis of the advice of external legal counsel and other factors in respect of the claim.
The Group has continued to receive a significant number of claims in Brazil throughout the year, primarily in three states, relating to the disclosure and use of credit scores. The cases are mainly individual small claims and also include a small number of class actions. Similar proceedings have been commenced against other suppliers of credit scores in Brazil. The Superior Tribunal of Justice ('STJ'), the highest court in Brazil for such cases, has issued a stay on all proceedings relating to these claims while it determines the principal legal issues involved. The Group does not believe the claims have merit under Brazilian law and will continue to vigorously defend them. Accordingly, no provision has been made for the ultimate outcome. Given the number of possible outcomes and the different potential courses of action which may be available to the Group, it cannot reliably quantify the possible exposure.
46. Related party transactions
(a) Subsidiary undertakings and associates
Significant subsidiary undertakings at 31 March 2014 are shown in note O to the parent company financial statements. There were no individually material associates during the current or prior year and accordingly no related party transactions are reported with such entities.
(b) Remuneration of key management personnel
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Salaries and short-term employee benefits | 7 | 9 |
| Retirement benefits | 1 | 1 |
| Share incentive plans | 12 | 15 |
| 20 | 25 |
Key management personnel comprises the Board of directors and their remuneration is charged to labour costs. Further details of directors' remuneration are given in the audited parts of the Report on directors' remuneration. Other than remuneration, there were no material transactions or balances between the Group and its key management personnel or members of their close families in either the current or prior year.
47. Events occurring after the end of the reporting period
Details of the second interim dividend announced since the end of the reporting period are given in note 19.
Independent auditors' report to the members of Experian plc
Report on the parent company financial statements
Our opinion
In our opinion the parent company financial statements, defined below:
- give a true and fair view of the state of the parent company's affairs as at 31 March 2014 and of its loss for the year then ended; and
- have been properly prepared in accordance with United Kingdom Accounting Standards.
This opinion is to be read in the context of what we say in the remainder of this report.
What we have audited
The parent company financial statements, which are prepared by Experian plc, comprise:
- the parent company balance sheet as at 31 March 2014;
- the parent company profit and loss account for the year then ended; and
- the notes to the parent company 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 United Kingdom Accounting Standards.
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
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:
- whether the accounting policies are appropriate to the parent company's circumstances and have been consistently applied and adequately disclosed;
- the reasonableness of significant accounting estimates made by the directors; and
- 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 parent company 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.
Other matters on which we are required to report by exception
Adequacy of accounting records and information and explanations received
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
- proper accounting records have not been kept by the parent company or proper returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- we have not received all the information and explanations we require for our audit.
Opinion on additional disclosures
Directors' remuneration report
The parent company voluntarily prepares a directors' remuneration report in accordance with the provisions of the UK Companies Act 2006. The directors have requested that we audit the part of the directors' remuneration report specified by the UK Companies Act 2006.
In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the UK Companies Act 2006.
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:
- materially inconsistent with the information in the audited parent company financial statements; or
- apparently materially incorrect based on, or materially inconsistent with, our knowledge of the parent company acquired in the course of performing our audit; or
- otherwise misleading.
We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the parent 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 parent 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 the terms of our engagement 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.
Other matter
We have reported separately on the Group financial statements of Experian plc for the year ended 31 March 2014.
Ranjan Sriskandan
For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants London, United Kingdom
6 May 2014
Profit and loss account
for the year ended 31 March 2014
| Notes | 2014 | 2013 | |
|---|---|---|---|
| Continuing operations | US\$m | US\$m | |
| Other operating income | C | 64.7 | – |
| Staff costs | D | (3.8) | (4.0) |
| Depreciation | (0.3) | (0.2) | |
| Other operating charges | C | (87.8) | (37.0) |
| Operating loss | (27.2) | (41.2) | |
| Interest receivable and similar income – foreign exchange gains | 17.1 | – | |
| Interest payable and similar charges | E | (0.7) | (9.8) |
| Loss on ordinary activities before tax | (10.8) | (51.0) | |
| Tax on loss on ordinary activities | F | – | – |
| Loss on ordinary activities after tax and for the financial year | (10.8) | (51.0) |
There is no material difference between the loss on ordinary activities before tax and the loss for the financial year stated above and their historical cost equivalents.
The Company has no recognised gains and losses other than those included in the profit and loss account, and therefore no separate statement of total recognised gains and losses has been presented.
Balance sheet
at 31 March 2014
| Notes | 2014 US\$m |
2013 US\$m |
|---|---|---|
| Fixed assets | ||
| Tangible assets | 0.6 | 0.9 |
| Investments – shares in Group undertakings H |
5,895.9 | 5,825.7 |
| 5,896.5 | 5,826.6 | |
| Current assets | ||
| Debtors – amounts falling due within one year I |
1,568.0 | 1,968.5 |
| Cash at bank and in hand | 0.6 | 0.2 |
| 1,568.6 | 1,968.7 | |
| Current liabilities | ||
| Creditors – amounts falling due within one year J |
(77.8) | (81.1) |
| Net current assets | 1,490.8 | 1,887.6 |
| Net assets | 7,387.3 | 7,714.2 |
| Capital and reserves | ||
| Called up share capital K |
79.2 | 79.0 |
| Share premium account L |
1,163.2 | 1,150.5 |
| Profit and loss account L |
6,144.9 | 6,484.7 |
| Total shareholders' funds M |
7,387.3 | 7,714.2 |
These financial statements were approved by the Board on 6 May 2014 and were signed on its behalf by:
Sir Alan Rudge Director
Notes to the parent company financial statements
for the year ended 31 March 2014
A. Basis of preparation
The separate financial statements of the Company are presented voluntarily and:
- prepared on a going concern basis and under the historical cost convention, and in accordance with UK accounting standards;
- presented in US dollars, the Company's functional currency; and
- designed to include disclosures sufficient to comply with those parts of the UK Companies Act 2006 applicable to companies reporting under UK accounting standards even though the Company is incorporated and registered in Jersey.
There has been no change in this information since the annual report for the year ended 31 March 2013.
B. Significant accounting policies
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to both years presented.
(i) Foreign currency
Transactions in foreign currencies are recorded at the rates prevailing at the transaction date. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date. All differences are taken to the profit and loss account in the year in which they arise.
(ii) Investments – shares in Group undertakings
Investments in Group undertakings are stated at cost less any provisions necessary for impairment.
The fair value of share incentives issued by the Company to employees of subsidiary undertakings is accounted for as a capital contribution and recognised as an increase in the Company's investment in Group undertakings with a corresponding increase in total shareholders' funds.
(iii) Debtors and creditors
Debtors are initially recognised at fair value and subsequently measured at this value. Where the time value of money is material, they are then carried at amortised cost using the effective interest rate method. Creditors are initially recognised at fair value. Where the time value of money is material, they are then carried at amortised cost using the effective interest rate method.
(iv) Deferred tax
Deferred tax is provided in respect of timing differences that have originated but not reversed at the balance sheet date and is determined using the tax rates that are expected to apply when the timing differences reverse. Deferred tax assets are recognised only to the extent that they are expected to be recoverable.
(v) Own shares
Shares in the Company purchased in connection with any share buyback programme, and held as treasury shares, are shown as a deduction from total shareholders' funds at cost.
The Group has a number of equity-settled, share-based employee incentive plans and, in connection with these plans, shares in the Company are held by The Experian plc Employee Share Trust and the Experian UK Approved All-Employee Share Plan. The assets, liabilities and expenses of these separately administered trusts are included in the Company's financial statements as if they were the Company's own. The assets of the trusts mainly comprise Experian shares and such shares are also shown as a deduction from total shareholders' funds at cost.
Contractual obligations to purchase own shares are recognised at the net present value of expected future payments. Gains and losses in connection with such obligations are recognised in the profit and loss account.
(vi) Profit and loss account format
Income and charges are reported by nature in the profit and loss account, as this reflects the composition of the Company's income and cost base. Income and costs are recognised on an accruals basis.
Notes to the parent company financial statements
for the year ended 31 March 2014 continued
C. Other operating income and charges
Other operating income and charges principally comprise charges to and from other Group undertakings in respect of Group management services provided during the year. A review of the related administrative arrangements with effect from 1 April 2013 has given rise to the recognition of operating income in the year ended 31 March 2014. Other operating charges include a fee of US\$0.4m (2013: US\$0.4m) payable to the Company's auditor and its associates for the audit of the Group financial statements.
D. Staff costs
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Directors' fees | 2.6 | 2.5 |
| Wages and salaries | 1.0 | 1.1 |
| Social security costs | 0.1 | 0.3 |
| Other pension costs | 0.1 | 0.1 |
| 3.8 | 4.0 |
Executive directors of the Company are employed by other Group undertakings and details of their remuneration, together with that of the non-executive directors, are given in the audited part of the Report on directors' remuneration. The Company had two employees throughout both years.
E. Interest payable and similar charges
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Interest on amounts owed to Group undertakings | 0.7 | 0.6 |
| Foreign exchange losses | – | 9.2 |
| 0.7 | 9.8 |
F. Tax on loss on ordinary activities
There is no current or deferred tax charge for the year ended 31 March 2014 or for the prior year. The current tax charge for the year is therefore at a rate higher (2013: higher) than the main rate of Irish corporation tax of 25% (2013: 25%) with the difference explained below.
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Loss on ordinary activities before tax | 10.8 | 51.0 |
| Loss on ordinary activities multiplied by the applicable rate of tax of 25% (2013: 25%) | 2.7 | 12.8 |
| Effects of: | ||
| Income not taxable | 4.0 | – |
| Expenses not deductible for tax purposes | – | (3.2) |
| Tax losses not utilised | (6.7) | (9.6) |
| Current tax charge for the year | – | – |
The Company's tax charge will continue to be influenced by the nature of its income and expenditure and prevailing Irish and Jersey tax law. The Company has no recognised deferred tax (2013: US\$nil) and has not recognised a deferred tax asset of US\$53m (2013: US\$47m) in respect of tax losses which can only be recovered against future profits.
G. Dividends
The Company paid interim dividends during the year of US\$14.2m (2013: US\$18.7m) to those shareholders who did not elect to receive dividends under the Income Access Share arrangements. Total dividends of US\$348.6m (2013: US\$321.4m) were paid to Experian shareholders during the year with the balance of US\$334.4m (2013: US\$302.7m) paid by a subsidiary undertaking under the Income Access Share arrangements.
Since the balance sheet date, the directors have announced a second interim dividend of 26.00 US cents per ordinary share for the year ended 31 March 2014. No part of this dividend is included as a liability in these financial statements. Further details of payment arrangements, including the Income Access Share arrangements, are given in the Shareholder information section.
H. Investments – shares in Group undertakings
| US\$m | |
|---|---|
| Cost and net book amount | |
| At 1 April 2013 | 5,825.7 |
| Additions – fair value of share incentives issued to Group employees | 70.2 |
| At 31 March 2014 | 5,895.9 |
A list of the Company's principal subsidiary undertakings is given in note O. The Company holds directly its interests in the whole of the issued share capital of the following undertakings.
| Company | Principal activity | Country of incorporation |
|---|---|---|
| Experian Investment Holdings Limited | Holding company | England and Wales |
| Experian Finance Holdings Limited | Finance company | Ireland |
| Experian Group Services Limited | Administrative services | Ireland |
| Experian Holdings Ireland Limited | Holding company | Ireland |
| Experian Ireland Investments Limited | Holding company | Ireland |
I. Debtors – amounts falling due within one year
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Amounts owed by Group undertakings | 1,566.6 | 1,968.1 |
| Other debtors | 1.4 | 0.4 |
| 1,568.0 | 1,968.5 |
Amounts owed by Group undertakings are primarily unsecured, interest free and have no fixed date for repayment.
J. Creditors – amounts falling due within one year
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Amounts owed to Group undertakings | 76.3 | 79.7 |
| Tax and social security | 0.4 | 0.4 |
| Accruals and deferred income | 1.1 | 1.0 |
| 77.8 | 81.1 |
Amounts owed to Group undertakings are primarily unsecured, interest free and have no fixed date for repayment.
K. Called up share capital
| 2014 US\$m |
2013 US\$m |
|
|---|---|---|
| Allotted and fully paid | ||
| 1,031,636,764 (2013: 1,030,112,099) ordinary shares of 10 US cents | 79.2 | 79.0 |
| 20 (2013: 20) deferred shares of 10 US cents | – | – |
| 79.2 | 79.0 |
At 31 March 2014 and 31 March 2013, the authorised share capital of the Company was US\$200m, divided into 1,999,999,980 ordinary shares of 10 US cents each and 20 deferred shares of 10 US cents each. The ordinary shares carry the rights to (i) dividend, (ii) to attend or vote at general meetings of the Company and (iii) to participate in the assets of the Company beyond repayment of the amounts paid up or credited as paid up on them. The deferred shares carry no such rights.
During the year ended 31 March 2014, the Company issued 1,524,665 ordinary shares for a consideration of US\$12.9m. Issues of ordinary shares are in connection with the Group's share incentive arrangements, details of which are given in note 32 to the Group financial statements.
Notes to the parent company financial statements
for the year ended 31 March 2014 continued
L. Reserves
(i) Movements in reserves
| Profit and loss account reserve | ||||
|---|---|---|---|---|
| Share | Profit | Own | Total | |
| premium account |
and loss account |
shares reserve |
||
| US\$m | US\$m | US\$m | US\$m | |
| At 1 April 2013 | 1,150.5 | 7,018.0 | (533.3) | 6,484.7 |
| Retained loss for the financial year (note M) | – | (25.0) | – | (25.0) |
| Purchase of own shares held as treasury shares | – | – | (203.4) | (203.4) |
| Purchase of own shares by employee trusts | – | (64.2) | (126.0) | (190.2) |
| Exercise of share awards and options | 12.7 | (75.9) | 84.5 | 8.6 |
| Credit in respect of share incentive plans | – | 70.2 | – | 70.2 |
| At 31 March 2014 | 1,163.2 | 6,923.1 | (778.2) | 6,144.9 |
(ii) Movements in own shares held and own shares reserve
| Number of own shares held | Cost of own shares held | |||||
|---|---|---|---|---|---|---|
| Treasury million |
Trusts million |
Total million |
Treasury US\$m |
Trusts US\$m |
Total US\$m |
|
| At 1 April 2013 | 20.0 | 22.4 | 42.4 | 233.5 | 299.8 | 533.3 |
| Purchase of own shares held as treasury shares |
11.0 | – | 11.0 | 203.4 | – | 203.4 |
| Purchase of own shares by employee trusts | – | 7.0 | 7.0 | – | 126.0 | 126.0 |
| Exercise of share awards and options | – | (6.1) | (6.1) | – | (84.5) | (84.5) |
| Transfers | 7.5 | (7.5) | – | 118.6 | (118.6) | – |
| At 31 March 2014 | 38.5 | 15.8 | 54.3 | 555.5 | 222.7 | 778.2 |
M. Reconciliation of movements in total shareholders' funds
| 2014 | 2013 | |
|---|---|---|
| US\$m | US\$m | |
| Loss for the financial year | (10.8) | (51.0) |
| Dividends paid (note G) | (14.2) | (18.7) |
| Retained loss for the financial year | (25.0) | (69.7) |
| Purchase of own shares held as treasury shares | (203.4) | – |
| Purchase of own shares by employee trusts | (190.2) | (250.1) |
| Shares issued under share incentive plans | 21.5 | 70.2 |
| Credit in respect of share incentive plans | 70.2 | 77.5 |
| Net decrease in total shareholders' funds | (326.9) | (172.1) |
| Opening total shareholders' funds | 7,714.2 | 7,886.3 |
| Closing total shareholders' funds | 7,387.3 | 7,714.2 |
N. Contingencies
The Company has guaranteed:
- borrowings of Group undertakings of US\$4,005m (2013: US\$2,637m);
- the liabilities of The Experian plc Employee Share Trust and the Experian UK Approved All-Employee Share Plan; and
- the retirement benefit obligations of Group undertakings that participate in the Experian Pension Scheme and of a Group undertaking that participates in a small UK defined benefit pension plan.
The Company has also issued a small number of other guarantees in connection with the performance of operational business contracts by Group undertakings.
O. Principal subsidiary undertakings at 31 March 2014
| Company | Principal activity | Country of incorporation |
|---|---|---|
| Experian Finance plc | Holding company and administrative services | England and Wales |
| Experian Holdings Limited | Holding company | England and Wales |
| Experian Limited | Information services | England and Wales |
| Motorfile Limited | Information services | England and Wales |
| Serasa SA | Information services | Brazil |
| Experian Colombia S.A. | Information services | Colombia |
| Experian Holdings Ireland Limited | Holding company | Ireland |
| Experian Ireland Investments Limited | Holding company | Ireland |
| ConsumerInfo.com Inc. | Consumer services | US |
| Experian Holdings, Inc. | Holding company | US |
| Experian Information Solutions Inc. | Information services | US |
| Experian Marketing Solutions Inc. | Marketing services | US |
| Experian Services Corporation | Administrative services | US |
| Passport Health Communications, Inc. | Information services | US |
The results of the above undertakings are included in the Group financial statements.
The Company holds direct or indirect interests in the whole of the issued ordinary shares of these undertakings apart from Serasa SA, in which its interest is 99.7%. The only undertakings listed that are held directly by the Company are Experian Holdings Ireland Limited and Experian Ireland Investments Limited.
Shareholder information
Shareholder profile
By size of shareholding
| Number of | % | Number of | % | |
|---|---|---|---|---|
| shareholders | shares | |||
| Over 1,000,000 | 120 | 0.4 | 839,881,164 | 81.5 |
| 100,001 to 1,000,000 | 370 | 1.2 | 133,532,001 | 12.9 |
| 10,001 to 100,000 | 783 | 2.6 | 24,958,347 | 2.4 |
| 5,001 to 10,000 | 931 | 3.1 | 6,368,958 | 0.6 |
| 2,001 to 5,000 | 3,509 | 11.6 | 10,632,586 | 1.0 |
| 1 to 2,000 | 24,645 | 81.1 | 16,263,708 | 1.6 |
| Total | 30,358 | 100.0 | 1,031,636,764 | 100.0 |
By nature of shareholding
| Number of | % | Number of | % | |
|---|---|---|---|---|
| shareholders | shares | |||
| Corporates | 6,427 | 21.2 | 961,358,118 | 93.2 |
| Individuals | 23,930 | 78.8 | 31,742,027 | 3.1 |
| Treasury shares | 1 | – | 38,536,619 | 3.7 |
| Total | 30,358 | 100.0 | 1,031,636,764 | 100.0 |
Company website
A full range of investor information is available at www.experianplc.com. Details of the 2014 annual general meeting ('AGM'), to be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland at 9.30am on Wednesday, 16 July 2014, are given on the website and in the notice of meeting.
Electronic shareholder communication
Shareholders may register for Share Portal, an electronic communication service provided by Capita Registrars (Jersey) Limited, via the Company website at www.experianplc.com/shares.
The service enables shareholders to access a comprehensive range of shareholder services online, including dividend payment information, the ability to check shareholdings, amend address or bank details and submit AGM proxy voting instructions.
When registering for Share Portal, shareholders can select their preferred communication method – email or post. Shareholders will receive a written notification of the availability on the Company's website of shareholder documents, such as the annual report, unless they have elected to either (i) receive such notification by email or (ii) receive paper copies of shareholder documents where such documents are available in that format.
Dividend information
Dividends for the year ended 31 March 2014
A second interim dividend in respect of the year ended 31 March 2014 of 26.00 US cents per ordinary share will be paid on 25 July 2014 to shareholders on the register at the close of business on 27 June 2014. Unless shareholders elect by 27 June 2014 to receive US dollars, their dividends will be paid in sterling at a rate per share calculated on the basis of the exchange rate from US dollars to sterling on 4 July 2014. A first interim dividend of 11.50 US cents per ordinary share was paid on 31 January 2014.
Income Access Share arrangements
As its ordinary shares are listed on the London Stock Exchange, the Company has a large number of UK resident shareholders. In order that shareholders may receive Experian dividends from a UK source, should they wish, the Income Access Share Arrangements (the 'IAS Arrangements') have been put in place. The purpose of the IAS Arrangements is to preserve the tax treatment of dividends paid to Experian shareholders in the UK, in respect of dividends paid by the Company. Shareholders who elect, or are deemed to elect, to receive their dividends via the IAS Arrangements will receive their dividends from a UK source (rather than directly from the Company) for UK tax purposes.
Shareholders who hold 50,000 or fewer Experian shares on the first dividend record date after they become shareholders, unless they elect otherwise, will be deemed to have elected to receive their dividends under the IAS Arrangements.
Shareholders who hold more than 50,000 shares and who wish to receive their dividends from a UK source must make an election to receive dividends via the IAS Arrangements. All elections remain in force indefinitely unless revoked.
Unless shareholders have made an election to receive dividends via the IAS Arrangements, or are deemed to have made such an election, dividends will be received from an Irish source and will be taxed accordingly.
Capital Gains Tax ('CGT') base cost for UK shareholders
On 10 October 2006, GUS plc separated its Experian business from its Home Retail Group business by way of demerger. Following the demerger, GUS plc shareholders at 4.30pm on 6 October 2006 were entitled to receive one share in Experian plc and one share in Home Retail Group plc for every share they held in GUS plc at that time.
The base cost of any GUS plc shares held at 4.30pm on 6 October 2006 is apportioned for UK CGT purposes in the ratio 58.235% to Experian plc shares and 41.765% to Home Retail Group plc shares. This is based on the closing prices of the respective shares on their first day of trading after their admission to the Official List of the London Stock Exchange on 11 October 2006.
For GUS plc shares acquired prior to the demerger of Burberry on 13 December 2005 which are affected by both the Burberry demerger and the subsequent separation of Experian and Home Retail Group, the original CGT base cost is apportioned 50.604% to Experian plc shares, 36.293% to Home Retail Group plc shares and 13.103% to Burberry Group plc shares.
Shareholder security
Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free reports about the Company. More detailed information on such matters can be found at www.moneyadviceservice.org.uk. Details of any share dealing facilities that the Company endorses will be included on the Company's website or in Company mailings.
The Unclaimed Assets Register
Experian owns and participates in The Unclaimed Assets Register, which provides a search facility for shareholdings and other financial assets that may have been forgotten. For further information, please contact The Unclaimed Assets Register, PO Box 9501, Nottingham, NG80 1WD, United Kingdom (T +44 (0) 844 481 8180, E [email protected]) or visit www.uar.co.uk.
American Depositary Receipts ('ADR')
Experian has a sponsored Level 1 ADR programme, for which Bank of New York Mellon acts as Depositary. The Level 1 ADR programme is not listed on a stock exchange in the US and trades on the highest tier of the US over-the-counter market on the OTCQX marketplace under the symbol EXPGY. Each ADR represents one Experian plc ordinary share. Further information can be obtained by contacting:
Shareholder Relations BNY Mellon Depositary Receipts 25 Royall Street Canton MA 02021 United States T +1 201 680 6825 (from the US 1-888-BNY-ADRS) E [email protected] W www.mybnymdr.com
Shareholder information continued
Financial calendar
Second interim dividend record date 27 June 2014 Interim management statement, first quarter 11 July 2014 Annual General Meeting 16 July 2014 Second interim dividend to be paid 25 July 2014 Half-yearly financial report 6 November 2014 Interim management statement, third quarter January 2015 Preliminary announcement of results May 2015
Contact information
Corporate headquarters
Newenham House Northern Cross Malahide Road Dublin 17 Ireland T +353 (0) 1 846 9100 F +353 (0) 1 846 9150
Registered office
22 Grenville Street St Helier Jersey JE4 8PX
The registered number of Experian plc is 93905.
Registrars
Experian Shareholder Services Capita Registrars (Jersey) Limited PO Box 532 St Helier Jersey JE4 5UW
T +44 (0) 800 141 2952* (or 0871 664 9245* from the UK) E [email protected] Text phone facility +44 (0) 208 639 2062 (or 0871 664 0532 from the UK)
* Call charges apply on these numbers. Lines are open from 9.00am to 5.30pm (UK time), Monday to Friday.
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Experian 475 Anton Boulevard Costa Mesa CA 92626 United States T +1 714 830 7000 F +1 714 830 2449 Operational headquarters Experian Landmark House Experian Way NG2 Business Park Nottingham NG80 1ZZ United Kingdom T +44 (0) 115 941 0888 F +44 (0) 115 828 6341 Serasa Experian Alameda dos Quinimuras, 187 CEP 04068-900 Planalto Paulista São Paulo Brazil T +55 11 3373 7272 F +55 11 2847 9198 Corporate headquarters Experian plc Newenham House Northern Cross Malahide Road Dublin 17 Ireland T +353 (0) 1 846 9100 F +353 (0) 1 846 9150 Corporate office Experian Cardinal Place 80 Victoria Street London SW1E 5JL United Kingdom T +44 (0) 20 304 24200 F +44 (0) 20 304 24250
Annual Report 2014 www.experianplc.com/annualreport
Corporate Responsibility Report 2014 www.experianplc.com/crreport
Discover Experian www.experianplc.com/discoverexperian
Company website www.experianplc.com