Experian Finance plc. Annual report and financial statements. for the year ended 31 March Company number:

Transcription

1 Annual report and financial statements for the year ended 31 March 2015 Company number:

2 Directors report for the year ended 31 March Strategic report for the year ended 31 March Directors and other information Contents Page Annual report and financial statements for the year ended 31 March 2015 for the year ended 31 March Balance sheet at 31 March Statement of total recognised gains and losses for the year ended 31 March Profit and loss account for the year ended 31 March Independent auditors report to the members of 6

3 M Wells ME Pepper C B Brown AJWBames P A Atkinson L M Pitchford BiCassin Directors Directors and other information NG8O IZZ Experian Way NG2 Business Park Nottingham The Sir John Peace Building Registered office 1 Embankment Place Chartered Accountants and Statutoiy Auditors PricewaterhouseCoopers LLP London WC2N 6RH Independent auditors R P Hanna Company secretary

4 The Company acts as a holding and finance company and a provider of certain corporate services to other are traded on the London Stock Exchange s Regulated Market (Premium Listing). company of the Experian group of companies (the Group or the Experian Group ). Experian plc s ordinary shares (the Company ) is a wholly owned subsidiary of Experian plc, which is the ultimate holding Principal activities and business model for the year ended 31 March 2015 Strategic report 2 The Company s interests in subsidiary undertakings include the principal trading subsidiaries of the Experian Group the business lines, their competitive environments and market influences, together with an overview of the Experian finance and intermediate holding companies and the names of all the Company s subsidiaries at 31 March 2015 are given within notes 15 and 30 to the financial statements. The Company is not required to prepare consolidated Securities Market of the London Stock Exchange (the PSM ) and two bonds in issue which have been admitted to US$410m (2014: net current liabilities ofus$9,414m), reflecting the re-financing of certain balances with group The Company has continued to trade satisfactorily during the year and the directors anticipate that it will continue to The principal operational risks and uncertainties facing the Experian Group s North America, Latin America and UK and Ireland regions and the wider Experian Group, together with the main means by which they are managed or report. Such risks are managed on a group basis. report for the year ended 31 March 2015 (the Experian annual report ), which does not form part of this report. financial statements under the Companies Act financial statements of the Company. America, Latin America and UK and Ireland regions for the year ended 31 March 2015 and commentary on future During the year ended 31 March 2015, the Company entered into new five-year committed revolving credit facilities, totalling US$2,025mn. These replaced then existing facilities totalling US$2,160m, which were due to mitigated, are set out on pages 16 to 21 of the Experian annual report. As the Company is an intermediate holding company, its own principal risks and uncertainties are only indirectly related to such risks but are more directly Principal risks and uncertainties At 31 March 2015, the Company had two bonds in issue which have been admitted to trading on The Professional and Consumer Services, supported by a number of corporate and administrative functions. Descriptions of each of The Company also holds indirect interests in some less significant trading subsidiaries of the Experian Group in act as an intermediate holding and finance company. A review of the results of the Experian Group s North undertakings during the year. The Company s balance sheet on page 9 shows net assets of US$5,846m (2014: US$5,774m) and net current assets of In common with the Experian Group s general business model, the North America, Latin America, and UK and a consequence of its use of bond finance. Further details on the Company s bonds are given in note 18 to the marketing offers and automate decision making; and North America, Latin America, and the UK and Ireland. Other subsidiary undertakings of the Company act as Review of business and future developments provide data and analytical tools to clients, who use these to manage credit risk, prevent fraud, target help individuals to manage their credit relationships and protect against identity theft. in North America, Latin America, and the UK and Ireland. These form the Experian Group s North America, Latin companies within the Experian Group. America, and UK and Ireland regions. The principal activities of those companies and regions together are to: Ireland regions are organised through four business lines, Credit Services, Decision Analytics, Marketing Services Group s business model, strategy and strategic objectives, can be found on pages 8 to 13 of the Experian plc annual trading on the Global Exchange Market of the Irish Stock Exchange. As neither that market nor the PSM are regulated markets, there is no obligation on the part of the Company to prepare consolidated financial statements as developments is given on pages 30 to 35 of the Experian annual report. mature in 2015 and were accordingly cancelled. related to the treasury, currency and other risks that are identified and discussed in pages 128 and 129 of that annual

5 key performance indicators for the Company is not necessaiy or appropriate for an understanding of its development, ofthe Experian annual report. performance or position. Information on the Experian Group s key performance indicators is given on pages 14 and t5 As the relevant risks of the Company are managed on a group or divisional basis, the directors believe that analysis using Key performance indicators Strategic report 26 August 2015 Director M E Pepper By order of the board 3

6 contains certain information equivalent to that required in this directors report. Finance plc s registered number is The Company is required to prepare a separate strategic report and that The directors present their report and the audited financial statements for the year ended 31 March Experian for the year ended 31 March 2015 Directors report 4 instruments utilised by the Company include interest rate swaps, cross currency swaps, foreign exchange contracts and equity swaps. Further details on the use of such financial instruments and the Company s treasuiy and risk management objectives and Experian annual report. twelve months from the date of signing the financial statements. Accordingly the Company financial statements have During the year and up to the date of signing ofthis report the Company, through its parent group, maintained liability Experian corporate website at encourage financial education and entrepreneurship. The Company made no political donations and incurred no items of political expenditure in the year (2014: US$nil). Financial and capital risk management, objectives and policies Risk management and internal control systems of Experian plc within the Experian annual report. note 21 to the financial statements. The Company uses derivative fmancial instruments to manage its exposures to fluctuations in foreign exchange rates, The principal features of Experian s risk management and internal control systems are set out in pages 69 to 71 of the The directors holding office at 31 March 2015 and up to the date of signing of this report are given on page 1. Of the The other directors listed on page 1 held office throughout the year ended 31 March The Company s corporate responsibility reporting is included within the corporate responsibility report on pages 52 to was a charge ofus$lm (2014: US$2m) in respect of charitable donations by the Company. These donations are given to 57 ofthe Experian annual report. In addition the full corporate responsibility report for Experian plc is published on the Corporate responsibilities year ended 31 March 2015, there were changes in the directorate of the Company as follows: Directors of US$3,647m at 31 March 2015, principally arising in connection with balances with group undertakings. Insurance and third party indemnification P J Blythe resigned on 30 March 2015 The Company s profit and loss account on page 8 shows a profit for the financial year of US$69m (2014: US$48m). No dividends were paid or proposed in respect of the year ended 31 March 2015 (2014: US$nil). There were no changes in the Company s share capital during the year under review and details of allotted and fully paid share capital are given in interest rates and certain obligations, including social security obligations, relating to share incentive plans. Such policies are set out in pages 128 and 129 of the Experian annual report and also summarised in note 2 to these financial statements. Sensitivity analyses in respect of fmancials risks are given in notes 9 and 15 to the group financial statements Certain group undertakings have confirmed their intention to provide financial support to the Company for at least been prepared on a going concern basis, notwithstanding the excess of current liabilities over debtors due within one year directors holding office at 31 March 2015, B J Cassin and L M Pitchford are also directors of Experian plc. During the L M Pitchford was appointed on 6 November 2014 D A Robert resigned on 2 February 2015 R C Gallagher resigned on 2 February 2015 insurance and third party indemnification provisions for its directors and the company secretary. These reports also include information in respect of community giving and during the year ended 31 March 2015 there Results and dividends Going concern

7 training and career development needs are carefully managed. The policies are considered to operate effectively. For whenever possible. 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 through re-training or re-deployment, so as to provide an opportunity for them to remain with the Company those employees becoming disabled during the course of their employment, the Company is supportive, whether Employment of people with disabilities Directors report 5 26 August 2015 Pepper Director disclosed and explained in the financial statements; and Company will continue in business. make himself aware of any relevant audit information and to establish that the auditors are aware of that By order of the board accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each fmanciai year. Under that law, the directors make judgments and accounting estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures select suitable accounting policies and then apply them consistently; are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the have prepared the financial statements in accordance with UK Generally Accepted Accounting Practice (UK Accounting The directors are responsible for preparing the strategic report, the directors report and the financial statements in Statement of directors responsibilities Experian plc. Further details of the audit relationship are given on pages 75 to 77 of the Experian annual report. Independent auditors local consultative procedures. Employees are kept well informed on matters of concern and the financial and Standards and applicable law). Under company law, the directors must not approve the fmancial statements unless they keeping staff informed on matters that concern them in the context of their employment and involving them through economic factors affecting the Experian Group s performance through management channels, conferences, meetings, publications and intranet sites. employee share plan arrangements which are intended to align the interests of employees with those of Experian Company s transactions and disclose with reasonable accuracy at any time the financial position of the Company detection of fraud and other irregularities. information. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the As at the date this report was signed, so far as each director is aware, there is no relevant audit information of which Statement of disclosure of information to auditors responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and and enable them to ensure that the financial statements comply with the Companies Act They are also prepare the financial statements on the going concern basis unless it is inappropriate to presume that the The Company is committed to employee involvement throughout the business and is intent on motivating and The Company continues to support employee share ownership through the provision of save as you earn and other plc s shareholders. Company for that period. In preparing these financial statements, the directors are required to: the auditors are unaware and each director has taken all steps that he ought to have taken as a director in order to Employee involvement PricewaterhouseCoopers LLP have been the Company s auditors for a number of years and are also the auditors of

8 What we have audited have been prepared in accordance with the requirements of the Companies Act give a true and fair view of the state of the Company s affairs as at 31 March 2015 and of its profit for the year then have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ended; In our opinion, s financial statements (the financial statements ): Our opinion Report on the financial statements 6 statements are prepared is consistent with the financial statements. specified by law are not made. We have no exceptions to report arising from this responsibility. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ( ISAs (UK & Ireland) ). Those standards require us to comply with the Auditing Practices Board s Ethical Standards for Auditors. expressly agreed by our prior consent in writing. In applying the financial reporting framework, the directors have made a number of subjective judgments, for example in respect of In our opinion, the information given in the strategic report and the directors report for the financial year for which the financial Opinion on other matter prescribed by the Companies Act 2006 Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). significant accounting estimates. In making such estimates, they have made assumptions and considered future events. the notes to the financial statements, which include a summaiy of significant accounting policies and other explanatory infonnation. 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 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume Our responsibilities and those of the directors Responsibilities for the financial statements and the audit Directors remuneration We have no exceptions to report arising from this responsibility. Under the Companies Act 2006 we are required to report to you if, in our opinion: Adequacy of accounting records and information and explanations received Other matters on which we are required to report by exception The Company s financial statements comprise: the balance sheet as at 31 March 2015; the profit and loss account and statement of total recognised gains and losses for the year then ended; and The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and United we have not received all the information and explanations we require for our audit; or adequate accounting records have not been kept, or returns adequate for our audit have not been received from the financial statements are not in agreement with the accounting records and returns. As explained more fully in the statement of directors responsibilities set out on page 5, the directors are responsible for the This report, including the opinions, has been prepared fur and only for the Company s members as a body in accordance with Chapter branches not visited by us; or Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors remuneration preparation of the financial statements and for being satisfied that they give a true and fair view. Independent auditors report to the members of

9 whether the accounting policies are appropriate to the Company s circumstances and have been consistently applied the reasonableness of significant accounting estimates made by the directors; and and adequately disclosed; misstatement, whether caused by fraud or error. This includes an assessment of: disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and What an audit of financial statements involves 7 27 August 2015 Ranjan Sriskandan (Senior Statutory Auditor) London Chartered Accountants and Statutory Auditors for and on behalf of PricewaterhouseCoopers LLP In addition, we read all the financial and non-financial information in the annual report and financial statements to identify material or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any procedures or a combination of both. inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness ofcontrols, substantive apparent material misstatements or inconsistencies we consider the implications for our report. judgments, and evaluating the disclosures in the financial statements. We primarily focus our work in these areas by assessing the directors judgments against available evidence, forming our own We test and examine information, using sampling and other auditing techniques, to the extent we consider necessaiy to provide a the overall presentation of the financial statements. (continued) Independent auditors report to the members of

10 Operating profit Other operating income Other operating charges (64) (63) fixed assets 13,14 (12) (10) Depreciation and other amounts written off tangible and intangible Staff costs 5 (42) (48) Continuing operations Notes Profit and loss account for the year ended 31 March Total recognised gains and losses relating to the financial year Movement on deferred tax relating to pension obligations Actuarial (loss)/gain in respect of defined benefit pension plans 25(b) (4) 1 Profit for the fmancial year Notes USSm Statement of total recognised gains and losses for the year ended 31 March 2015 years stated above and their historical cost equivalents. There is no material difference between the profit on ordinary activities before tax and the profit for the financial Profit for the financial year Tax on profit on ordinary activities 12 (3) (6) Profit on ordinary activities before tax Other interest payable and similar charges 11 (97) (71) Interest payable and similar charges group undertakings (57) (28) Other interest receivable and similar income Interest receivable and similar income group undertaldngs Income from shares in group undertakings

11 18,796 18,800 Investments 15 18,771 18,771 Intangible assets Tangible assets Fixed assets Notes at 31 March 2015 Balance sheet 9 Director M E Pepper behalf by: The financial statements on pages 8 to 36 were approved by the board on 26 August 2015 and were signed on its Total shareholders funds 23 5,846 5,774 Called up share capital Profit and loss account 22 4,222 4,150 Translation reserve 22 1,018 1,018 Share premium account Capital and reserves Net assets excluding net retirement benefit assets and Retirement benefit assets 25(b) 5 6 Retirement benefit obligations 25(b) (30) (28) obligations 5,846 5,774 obligations 5,871 5,796 Creditors amounts due after more than one year 17(a) (13,335) (3,590) Net assets including net retirement benefit assets and Total assets less current liabilities 19,206 9,386 Net current assets/(liabilities) 410 (9,414) Creditors amounts due within one year 17(a) (5,054) (13,275) Current liabilities 5,464 3,861 Debtors amounts due afler more than one year 16(a) 4, Debtors amounts due within one year 16(a) 1,407 3,701 Current assets

12 1. Basis of preparation and significant accounting policies (a) Basis of preparation In accordance with Financial Reporting Standard ( FRS ) 18 Accounting policies, the Company has conducted a modified for the revaluation of certain financial assets and liabilities including derivatives), and in accordance with below and they have been applied consistently throughout the year. the Companies Act 2006 and applicable UK accounting standards. The principal accounting policies are set out These financial statements have been prepared on the going concern basis, under the historical cost convention (as for the year ended 31 March 2015 plc. The Company first adopted FRS 26 Financial instruments: Measurements in the year ended 31 March The (b) Significant accounting policies life of the asset. Cash flow statement, group financial statements and related party disclosures Tangible fixed assets plant Intangible fixed assets computer 10 Financial instruments of FRS 8 Related party transactions from disclosing transactions with entities that are wholly owned by Experian These financial statements are presented in US dollars, the Company s functional currency. The Company has received letters of support from certain group undertakings, which confirm their intention to the continued financial support, the directors of the Company are satisfied that the going concern basis remains The Company is a wholly-owned subsidiaiy of Experian plc and is included in its consolidated financial group financial statements of Experian plc for the year ended 31 March 2015 contain financial instrument The significant accounting policies, applied on a basis consistent with previous years, are noted below. Reporting currency Company s accounting policies or estimation techniques. Going concern provide financial support for at least twelve months from the date of signing the financial statements. As a result of financial instrument disclosures. Other costs associated with developing or maintaining computer software programmes are recognised as an as expense incurred. is Property, plant and equipment held at cost less accumulated depreciation and any impairment in value. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working its use. condition for intended and equipment Amortisation is charged on a straight line basis over three to seven years on the basis of an assessment of the Such intangible fixed assets are held at cost less accumulated amortisation and any impairment in value. Costs are capitalised as intangible assets provided that a number of criteria are satisfied, These include the software review of its accounting policies and estimation techniques, which has not resulted in any change to the appropriate. statements, which are publicly available. Consequently, the Company has taken advantage of the exemption from a preparing cash flow statement under the terms of FRS 1 Cash flow statements and the exemption from preparing group financial statements under the Companies Act The Company is also exempt under the terms disclosures which provide the information required by FRS 29 Financial instruments: Presentation. has Consequently, the Company taken advantage of the exemption in FRS 29 and has not presented separate anticipated economic life of such assets. technical feasibility of completing the asset so that it is available for use or sale, the availability of adequate to resources complete the development and to use or sell the asset and how the asset will generate probable future economic benefit. Plant and equipment is depreciated by equal annual instalments over two to ten years according to the estimated

13 on commercial terms and conditions are included in debtors. value. Trade accounts receivable from subsidiaries in the normal course of business and other amounts advanced Investments in group undertakings are stated at cost less any provisions necessary for permanent diminution in Investments in group undertakings (b) Significant accounting policies (continued) 1. Basis of preparation and significant accounting policies (continued) 11 These are recognised as assets or liabilities as appropriate and are classified as due after more than one year unless except for items of a financing nature which are included within other interest payable and similar charges. subsequently stated at amortised cost except where they are hedged by an effective fair value hedge, in which case movements are recognised in the profit and loss account as financing fair value gains and losses within other interest payable and similar charges. Borrowings are classified as due after more than one year to the extent that the Company has an unconditional right to defer settlement of the liability for at least one year after the balance sheet date. Incremental transaction costs which are directly attributable to the issue of debt are capitalised and amortised over liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. market data and established estimation techniques such as discounted cash flow and option valuation models. The present values using appropriate market rates prevailing at the year-end. Instruments used include interest rate swaps, cross currency swaps, foreign exchange contracts and equity swaps. derivative is designated as a hedging instrument and, if so, the nature of the hedge relationship. The Company s derivatives are designated as fair value hedges, being hedges of the fair value of recognised assets or liabilities or a Amounts payable or receivable in respect of interest rate swaps are taken to other interest payable over the period foreign exchange contracts. Amounts payable or receivable in respect of equity swaps are taken to staff costs of the contracts, and are reported as interest differentials on derivatives together with such differentials reflected in firm commitment. rates, interest rates and certain obligations relating to share incentive plans, including social security obligations. Fair value estimation Foreign currency translation in the year in which they are incurred. the expected life of the borrowing using the effective interest rate method. All other borrowing costs are expensed The Company uses derivative financial instruments to manage its exposures to fluctuations in foreign exchange Derivative financial instruments and hedging activities the carrying value is adjusted to reflect the fair value movements associated with the hedged risk. The fair value All differences are taken to the profit and loss account in the financial year in which they arise. The fair values of derivative financial instruments and other financial assets and liabilities are determined by using 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 they mature within one year of the balance sheet date. Borrowings are recognised initially at fair value, net of any transaction costs incurred. Borrowings are Transactions in foreign currencies are recorded at the rates in effect at the transaction date. Monetary assets and Derivatives are initially recognised at their fair value at 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 Borrowings and borrowing costs occurs. FRS 11 Impairment of fixed assets and goodwill. Any impairment is recognised in the financial year in which it Where there is an indication of impairment, fixed assets are subject to review for impairment in accordance with Impairment of fixed assets

14 1. Basis of preparation and significant accounting policies (continued) (b) Significant accounting policies (continued) Hedging derivatives The Company designates certain derivatives as fair value hedges, which are hedges of the fair value of a recognised asset or liability or a firm commitment. The Company does not currently enter into cash flow or net investment hedges. The Company documents the relationship between hedging instruments and hedged items at the hedge inception, its risk management objective and strategy for undertaking hedge transactions. The Company also documents its assessment of whether the derivatives 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 quali1y as fair value hedging instruments are recorded in the profit and loss account, 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 other interest payable and similar charges in the profit and loss account. Non-hedging derivatives Changes in the fair value of any derivative instrument that does not qualii for hedge accounting are recognised immediately in the profit and loss account. Costs and income amounts in respect of derivatives entered into in connection with social security obligations on employee share incentive plans, other than those of a financing nature, are charged or credited within staff costs. Costs and income of a financing nature in respect of such derivatives are recognised in other interest payable and similar charges with changes in the fair value of such derivatives charged or credited within financing fair value gains and losses. Deferred tax Deferred tax has been recognised as an asset or liability if transactions have occurred at the balance sheet date that give rise to a right to pay less tax, or an obligation to pay more tax, in the future. A deferred tax asset is not recognised to the extent that the transfer of economic benefits in the future is uncertain. Deferred tax is measured at the tax rate expected to apply in the period in which the timing differences are expected to reverse. Deferred tax assets and liabilities recognised have not been discounted. Other operating income Other operating income principally comprises income for management services rendered to other companies within the Experian Group and is recognised on an accruals basis by reference to the amounts invoiced to group undertakings in respect of such services. Employee benefits Pension and other post-retirement benefits Assets and obligations in respect of pension and other post-retirement benefits are presented on the face of the balance sheet net of related deferred tax. Each pension plan surplus, to the extent recoverable, or deficit is recognised in full. Defined benefit pension arrangements fundedplans The retirement benefit assets and obligations recognised in the 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 the balance sheet date. The defined benefit obligation is calculated annually by independent qualified actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using market yields on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity consistent with the estimated average term of the related pension liability. Actuarial gains and losses arising from experience adjustments, and changes in actuarial assumptions, are recognised immediately in the statement of total recognised gains and losses. 12

15 management expenses are deducted from the expected return on the plan assets for the year. Defined benefit pension arrangements 1. Basis of preparation and significant accounting policies (continued) (b) Significant accounting policies (continued) The cost in pension recognised the profit and loss account comprises the cost of benefits accrued plus interest on the defined benefit obligation less the expected return on the plan assets over the year. Service costs and financing unfunded plans income and expenses are recognised separately in the profit and loss account. Administration and asset The assets of defined contribution plans are held separately in independently administered funds. The pension cost The Experian Group has a number of equity settled, share-based employee incentive plans in which the Company s and loss account on a straight line basis over the vesting period. Fair value is measured at the date of grant using actual performance. Fair value takes account of dividend equivalents paid at vesting and cash flows in respect of such are items accordingly separately recognised directly in total shareholders funds. 13 satisfies the awards in shares. The fair value of awards and options granted is recognised as an expense in the profit Company takes into account the best estimate of the number of awards and options expected to vest and such Other operating charges principally comprise charges and recoveries in respect of corporate costs and are Other operating charges estimates. Market-based performance conditions are included in the fair value measurement but are not revised for Share incentive plans Defined contribution pension arrangements whichever of the Black-Scholes model, Monte Carlo model and closing market price is most appropriate. The of the funded arrangements. Unfunded pension obligations are determined and accounted for in accordance with the principles used in respect in loss recognised the profit and account represents the contributions payable by the Company to these funds in year. respect of the employees participate. The Company treats its share-based payment arrangements as equity settled as Experian plc estimates are revised at each balance sheet date. Non-market performance conditions are included in the vesting recognised on an accruals basis.

16 2. Financial risk management (a) Financial risk factors The Company 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. The Company s financial risk management focuses on the unpredictability of financial markets and seeks to minimise potentially adverse effects on the Company s and the Experian Group s financial performance. The Company seeks to reduce its exposure to financial risks and uses derivative financial instruments to hedge certain risk exposures. The Company also ensures surplus funds are managed and controlled in a prudent manner which will protect capital sums invested and ensure adequate short-term liquidity, whilst maximising returns. Market risk Foreign exchange risk The Experian 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 Experian Group manages such risk, primarily within the Company and other 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. Interest rate risk The Company s interest rate risk arises principally from its net debt and the variable rates. Net debt is calculated as total debt less cash at bank and in hand and other highly liquid bank deposits with original maturities greater than three months. Total debt includes loan and borrowings (and the fair value of derivatives hedging loans and borrowings) and overdrafts. Accrued interest is excluded from net debt. The Experian 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 average expected total funding less freely available unrestricted cash for the next six months. The Company manages its interest rate exposure by using fixed and floating rate borrowings and interest rate swaps and cross currency interest rate swaps to adjust the balance between the two. The Company also mixes the duration of its borrowings to smooth the impact of interest rate fluctuations. Credit risk In the case of derivative financial instruments and deposits, the Company is exposed to credit risk from the nonperformance of contractual agreements by the contracted party. This credit risk for derivative financial instruments and deposits is minimised by a policy under which the Company only enters 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 general credit risk on derivative financial instruments utilised by the Company is therefore not considered to be significant. The Company does not anticipate that any losses will arise from non performance by these counterparties. Liquidity risk The Company maintains long-term committed bank borrowing facilities to ensure it has sufficient funds available for operations and planned expansions. The Company monitors rolling cash flow forecasts of projected cash flows to ensure that it will have adequate committed facilities available. Details of the Company s undrawn committed facilities are given in note 18 and these are for general corporate purposes, including the financing of acquisitions. 14

17 (b) Capital risk management The management of the Company s capital is determined within the overall framework for the Experian Group. 2. Financial risk management (continued) 15 Cost of employee share incentive plans 24(a) 7 17 Other staff costs include costs in respect of external contractors, outsourcing costs and costs relating to the recruitment, development and training of employees. Social security costs 3 Total staff costs Wages and salaries Other pension costs Other staff costs 5 3 Employee benefit costs principally in respect of defined benefit plans Notes 5. Staff costs Other operating income ofus$123m (2014: US$130m) comprises amounts invoiced for management services amounts invoiced from other group undertakings for their services to the Company. provided to fellow group undertakings. Costs of US$64m (2014: US$78m) have been recognised in respect of 4. Other operating income class of business and accordingly no additional segmental information is provided within these financial The Company operates in the UK to provide corporate services within the Experian Group. This constitutes one Group s share of continuing associates pre-tax results. Net interest expense comprises net finance costs excluding to contingent consideration, exceptional items, net finance costs, tax and discontinued operations. It includes the 3. Segmental information Details of the Company s borrowing are given in note 18. The only significant financial covenant in place in ( EBIT ) must exceed three times the net interest expense of the Group and the Group monitors this ratio. EBIT is statements. The Experian Group s definition and management of capital focuses on capital employed and its 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 the capital structure, the Experian 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. connection with the Group s and Company s borrowing facilities is that Group earnings before interest and tax reported as a non-gaap measure in the group financial statements of Experian plc and is defined as profit before amortisation and impairment of acquisition intangibles, impairment of goodwill, acquisition expenses, adjustments financing fair value losses and gains.

18 Fees payable to the Company s auditors comprise: Operating profit is stated after charging: intangible fixed assets Depreciation and other amounts written off tangible and Staff costs Operating profit 48 USSm Notes Aggregate value of Company contributions to defined contribution pension arrangements under defined benefit pension arrangements. Retirement benefits are accruing to three directors holding office During the year ended 31 March 2015, four directors (2014: four directors) exercised options over a total of respect of a total of 1,581,491 ordinary shares of Experian plc under long-term incentive plans (2014: payments in the form of dividend equivalents. Aggregate emoluments do not include shares receivable under long-term incentive plans pension at year end Defined contribution pension arrangement pensions paid in the year totalled US$0.9m (2014: US$0.6m). A number of former directors receive pensions from the Company under unfunded arrangements and such at the end of the year (2014: three directors) under defined contribution pension arrangements. Retirement benefits are accruing to four directors holding office at the end of the year (2014: five directors) Defined benefit pension arrangement contribution Experian plc under long-term incentive plans. Mr Cassin holds no options in respect of shares in Experian plc. released to him in respect of 1,236,428 ordinary shares of Experian plc under long-term incentive plans. USSm Aggregate emoluments ,335 ordinary shares of Experian plc (2014: 25,710 shares), realising total gross gains ofus$l.6m (2014: Total amount of emoluments and amounts (excluding shares) receivable under The accrued pension under defined pension arrangements represents the deferred pension to which he would have been entitled had he left the Company at 31 March In the year ended 31 March 2014, awards were accrued Company Highest paid director B J Cassin D A Robert US$0.2m). During the year ended 31 March 2015, awards were released to nine (2014: nine) directors in 2,106,370 shares). These awards were satisfied at vesting by the release of ordinary shares in Experman plc and long-term incentive arrangements. USSm group undertakings. Further details of his remuneration are given in the financial statements of Experian plc. D A Robert is also a director of Experian plc, and his emoluments reflect services to the Company and other the year ended 31 March 2015, awards were released to B J Cassin in respect of the 18,323 ordinary shares of group undertakings. Further details of his remuneration are given in the financial statements of Experian plc. In B J Cassin is also a director of Experian plc, and his emoluments reflect services to the Company and other 7. Directors emoluments Other services Tax compliance services Total fees payable to the Company s auditors and its associates of the financial statements of other group undertakings Audit of the Company financial statements Audit fees borne by the Company in connection with the audit Audit-related assurance services Other assurance services Tax advisory services

19 10. Other interest receivable and similar income 9. Income from shares in group undertakings during the year. All the Company s employees were employed in administrative roles. The Company employed a monthly average of 266 (2014: 241) employees, including executive directors, During the year under review, a subsidiaiy undertaking paid a dividend of US$129m to the Company (2014: US$64m). 8. Employee information 17 Fair value losses/(gains) on borrowings attributable to interest rate risk 43 (61) to currency risk (261) 119 (Gains)/losses on interest rate swaps Fair value lossesf(gains) on cross currency swaps Fair value losses/(gains) on non-hedging derivatives 1 (36) Foreign exchange (gains)/losses on financing activities (9) 7 Other interest payable and similar charges Interest payable: Bank loans, commercial paper and overdrafts 9 13 Eurobonds and notes Commitment and facility utilisation fees 7 10 Interest differentials on derivatives (20) (31) Interest expense on pension plan liabilities (Note 25(b)) 5 5 Interest payable Financing fair value (gains)/losses: Fair value (gains)/losses on borrowings Financing fair value gains (4) (29) fair attributable value hedges (18) 15 value hedges 240 (73) fair 11. Other interest payable and similar charges Expected return on pension plan assets (Note 25(b)) 3 2 USSm

20 Corporation tax on result for the year 4 (1) Adjustments in respect of prior years - 5 Current tax: (a) Analysis of charge for the year 12. Tax on profit on ordinary activities 18 ofussim in this deferred tax asset. corporation tax Profit on ordinary activities before tax Income from fixed asset investments not taxable (27) (15) 21% (2014: 23%). The reconciliations for both years are set out below. Movement in short term and other timing differences (2) group loans and are satisfied that any associated tax charge/(credit) arising will be offset by compensating entries in respect of these items have been reflected within these financial statements as the net impact on both the effects are therefore not recognised in these financial statements. using a rate of 20%. The effect of each of the further reductions in the tax rate outlined above would be a reduction Overseas tax 4 2 Current tax charge for the year 4 4 The main rate of UK corporation tax was reduced to 21% from 1 April 2014 and 20% from 1 April 2015 and their and 18% from 1 April These further reductions had not been substantively enacted at 31 March 2015 and their adjustments from other group companies such that no additional tax asset or liability should arise. Therefore no expenditure and arrangements with fellow group undertakings for the surrender of UK tax profits and losses. effect is recognised in these financial statements. Further reductions will reduce the rate to 19% from 1 April 2017 Furthermore the Company s tax balances could be affected by changes in UK tax law. In the foreseeable future, the Company s tax balances will continue to be influenced by the nature of its income and (c) Factors affecting future tax charges The current tax for the year is at a rate which is lower (2014: lower) than the standard rate of UK corporation tax of Effect of other items not taxable (26) (12) Tax losses surrendered to fellow subsidiary undertakings without consideration Adjustments in respect of prior years - The directors have considered the tax effect of UK to UK transfer pricing legislation on non-interest bearing intra tax charge/(credit) and net assets is US$nil (2014: US$nil). 5 (b) Factors affecting the total current tax charge for the year Tax on profit on ordinary activities calculated at the standard rate of UK Effects of As indicated in note 20, the Company has recognised a deferred tax asset ofus$l0m and this has been calculated Deferred tax: Origination and reversal of timing differences 1 (3) Impact of change in the rate - Adjustments in respect of prior years (2) 4 Total current tax charge for the year 4 4 Total deferred tax (credit)/charge for the year (Note 20) (1) 2 Total tax charge for the year

21 13. Intangible fixed assets Computer software Cost AtlApril2Ol4 61 Additions 8 At 31 March Accumulated amortisation and impairment losses AtlApril Charge forthe year 12 At31 March Net book amount at 31 March Net book amount at 31 March Tangible fixed assets Plant and equipment Cost At I April 2014 and3l March Accumulated depreciation At 1 April 2014 and 31 March2015 Net book amountat 31 March Net book amount at 31 March

22 At31 March ,091 Disposal (8) 15. Investments At 1 April ,099 Cost group undertakings Shares in 20 intellectual property Other subsidiary undertakings of the Company are detailed in note 30. Taken together with the companies detailed in this note, this information comprises a full listing of the Company s subsidiary undertakings at 31 March Experian Holdings Limited England and Wales Holding company Indirect Experian Limited England and Wales Information services Indirect Experian Technology limited England and Wales Development of Indirect Motorfile Limited England and Wales Information services Direct Serasa SA Brazil Information services Indirect Experian Colombia S.A. Colombia Information services Indirect Consumerlnfo.com Inc. USA Consumer services Indirect Experian Holdings, Inc. USA Holding company Indirect Experian Information Solutions Inc. USA Information services Indirect Experian Marketing Solutions Inc. USA Marketing services Indirect Experian Services Corporation USA Administrative services Indirect Passport Health Communications, Inc. USA Information services Indirect GUS 2000 Finance Limited England and Wales Finance company Direct GUS Catalogues Unlimited England and Wales Finance company Direct Country of incorporation Nature of business Nature of holding change in these interests during the year. The Company directly holds the whole of the issued ordinary shares of GUS 2000 Finance Limited, GUS The principal subsidiaiy undertakings of the Company at 31 March 2015 are set out in the table below. The directors believe that the carrying value of its investments in these undertakings is supported by their Net book amount at 31 March ,771 Net book amount at 31 March ,771 At31 March2015 6,320 At April ,328 Disposal 1 (8) ordinary shares of the other undertakings apart from Serasa SA, in which its interest is 99.7%. There has been no The disposal during the year ended 31 March 2015 related to the liquidation of a dormant subsidiary undertaking, Vehicle Mileage Check Limited, as part of a Group reorganisation. Provision for impairment Catalogues Unlimited and Motorfile Limited. The Company holds indirect interests in the whole of the issued underlying net assets and/or cash flows generated by ongoing operations.

23 Amounts owed by group undertakings (Note USSm USSm USSm one year than one year one year than one year Due within Due after more Due within Due after more (a) Analysis by type and maturity 16. Debtors 21 are interest earning reflect the fmancing requirements of Experian undertakings and the countries in which they operate. rates detennined on the basis of the currency and tann of such amounts. The currencies and terms of the amounts which All amounts owed by group undertakings are unsecured and include amounts on which interest is earned with interest Amounts on which interest is earned: Amounts on which interest is earned 5,363 n/a 3,642 n/a Amounts owed by group undertalcings 5,367 n/a 3,654 n/a Interest free amounts Denominated in US dollar 4, to 3.1 2, to 3.2 Denominated in sterling Denominated in other currencies to to 12.3 Denominatedineuro 74 1.Stol tol.7 USSm % due due Amounts Interest rates Amounts Interest rates % (b) Analysis of amounts owed by group undertakings pension arrangements. At the balance sheet dates, there are no material amounts recoverable in respect ofthe Company s defined contribution 1,407 4,057 3, Other financial assets (Note 19) Deferred tax asset (Note 20) Prepayments and accrued income undertakings of Experian pie and the tax recoverable balance accordingly includes amounts recoverable on behalf of 2 Tax recoverable The Company is responsible for the settlement of UK corporation tax liabilities on behalf of fellow subsidiary such companies. 16(b)) 1,369 3,998 3,654 -

24 one year than one year one year than one year Due within Due after more Due within Due after more (a) Analysis by type and maturity 17. Creditors 22 hearing reflect the financing requirements of Experian undertakings and the countries in which they operate. the basis ofthe currency and term of such amounts. The currencies and terms ofthe amounts which are interest Amounts owed to group undertakings include amounts on which interest is borne with interest rates determined on Amounts owed Interest rates Amounts owed 2015 % Interest rates 2014 (b) Analysis of amounts owed to group undertakings Borrowings: Bonds - Commercial paper Bank overdrafts Borrowings (Note 18(b)) 142 3, ,569 Amounts owed to group undertakings Accruals 28 - None of the above amounts are secured. At the balance sheet dates, there are no material amounts payable in respect Amounts on which interest is borne: Amounts on which interest is borne 14,926 n/a 10,558 n/a Interest free amounts 3-2,097 - Amounts owed to group undertakings 14,929 n/a 12,655 n/a Bank loans Other creditors ,054 13,335 13,275 3,590 USSm % of the Company s defmed contribution pension arrangements Tax and social security , ,753 (Note 17(b)) 4,864 10,065 12,655 - USSm Other financial liabilities (Note 19) Denominated in US dollar 14,807 nil to ,340 nil to 0.8 Denominated in sterling to Denominated in euro 76 nil 146 nil Denominated in other currencies 43 nil to nil to 10.6

25 400m 4.75% Euronotes 2018 (redemption due in November 2018) US$600m 2.375% notes 2017 (redemption due in June 2017) (a) Analysis of borrowings: 18. Borrowings 23 mature in 2015 and were accordingly cancelled. An analysis of the expiry of undrawn committed borrowing facilities is set out in the table below. Between one and two years - 2,216 facilities, totalling US$2,025m. These replaced then existing facilities totalling US$2, 160m, which were due to During the year ended 31 March 2015, the Company entered into new five-year committed revolving credit 2,085 2,216 USSm Between four and five three years 2,025 - Less than one year 60 - (c) Borrowing facilities 3,284 4,149 In more than one year: In more than five years 608 1,436 In more than one year (Note 17(a)) 3,142 3,569 Between one and two years (including bank loans of US$669m (2014: US$ loom) Between two and five years (including bank loans of US$nil (2014: US$716m) 1,865 2,033 Within one year or on demand (Note 17(a)) USSm 2014 The effective interest rate for the four classes of bonds approximates to the coupon rate shown above. Rates on bank loans are generally at one month LIBOR plus an applicable margin. The effective interest rates on commercial paper (b) Analysis of maturity of borrowings: 400m 3.50% Euronotes 2021 (redemption due in October 2021) Bank loans (including US$ loom (2014: USSnil) due within one year) Bank overdrafts 3,284 4,149 due within one year 2 4 Commercial paper due within one year m 4.75% Euronotes 2020 (redemption due in Februaiy 2020) are based on rates prevailing in that specific market. None of the above amounts are repayable by instalments.

26 Fair value hedge of borrowings (cross currency swaps) - 5 instruments Other financial assets derivative financial one year than one year one year than one year Due within Due after more Due within Due after more 19. Other financial assets and liabilities 24 are included within the group financial statements of Experian plc in the Experian annual report. and interest rate exposures. Additional disclosures in respect of the derivative financial instruments of the Company The Company has entered into hedging derivatives in connection with currency and interest rate exposures on its relating to shaie incentive plans. Other non-hedging derivatives are entered into in connection with other currency Non-hedging derivatives (equity swaps) - Non-hedging derivatives (foreign exchange contracts) Non-hedging derivatives (interest rate swaps) bond finance. The Company uses equity swaps to manage certain obligations, including social security obligations, Total other financial liabilities Fair value hedge of borrowings (cross currency swaps) Derivatives used for hedging Liabilities at fair value through the profit and loss account Fair value hedge of borrowings (interest rate swaps) I instruments USSm Other financial liabilities derivative financial one year than one year one year than one year Due within Due after more Due within Due after more Total other financial assets Assets at fair value through the profit and loss account Non-hedging derivatives (equity swaps) I - Non-hedging derivatives (foreign exchange contracts) 6 - Non-hedging derivatives (interest rate swaps) - 28 Derivatives used for hediiw Fair value hedge of borrowings (interest rate swaps)

27 USSm USSm asset asset deferred tax liability deferred tax obligations 20. Deferred tax asset Retirement Retirement Net Other benefit assets retirement deferred tax deferred tax obligations benefit benefit asset 25 The share premium account is not available for distribution. The translation reserve was recognised on the change in the Company s functional currency from sterling to the US made to employees at the vesting of awards. dollar in the year ended 31 March Other movements in respect of share incentive plans recognised in the profit and loss account comprise payments dollar, with effect from 1 April 2009, and principally arose as a result of the strengthening of sterling against the US account reserve account At 31 March ,018 4,222 Actuarial loss in respect of defined benefit pension plan - - (4) Credit in respect of cost of share incentive plans (Note 24(a)) Other movements in respect of share incentive plans - (1) recognised gains and losses (Note 20) - - (Note 25(b)) Tax credit in respect of items taken to the statement of total USSm Profit for the financial year AtlApril2Ol4 99 1,018 4,150 Share premium Translation Profit and loss Allotted and fully paid: 878,689,185 ordinaiy shares of 29 3/43 pence each 507,304, ,304, Reserves USS Uss losses that can he carried forward against future taxable income on the basis that their future utilisation is uncertain. Deferred tax is recognised in full on retirement benefit assets and obligations. The other deferred tax asset recognised has arisen on other short term timing differences. The Company has not recognised a deferred tax asset of US$13m at 31 March 2015 (2014: US$13m) in respect of Similarly the Company has not recognised a deferred tax asset ofus$lm (2014: US$lm) in respect of capital losses At31 March2015 (1) losses - 1 statement of total recognised gains and Tax credit in respect of items taken to the that can be carried forward against future taxable gains. These losses are available indefinitely. Profit and loss account - (1) (1) Called up share capital AtlApril2Ol4 (1) 7 6 2

28 Profit for the financial year Tax credit in respect of items taken to the statement of total recognised gains and losses (Note 20) Reconciliation of movements in total shareholders funds Actuarial (loss)/gain in respect of defmed benefit pension plan (Note 25(b)) (4) 26 targets relative to a comparator group CIP5) and the Experian Performance Share Plan (the Experian PSP ). Performance conditions for vesting Assumed outcome at grant date Experian CIPs 50% to 93% Experian Group assessed against specified 50% Experian Group 76% toloo% Experian PSP 75% There are three plans under which share awards are granted Awards take the form of a grant of shares and vest over a service period of three years, with a maximum term generally 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. operating cash flow of Cumulative operating cash flow ranking Total Shareholder Return (TSR ) targets 25% (i) Summary ofarrangements andperformance conditions (b) Share awards entered into in connection with such obligations. Total charge recognised in profit and loss account 7 17 The associated social security charge includes amounts in respect of derivatives, in the form of equity swaps, Charge recognised in profit and loss account share Benchmark Cumulative Benchmark Distribution percentage determined by TSR profit performance of Benchmark profit of the same length, and are settled by share distribution. The assumption at grant date for employee departures prior to the Range from 45% to 52% profit performance of Benchmark profit 67% to 93% Experian Group assessed against specified 67% two Experian Co-Investment Plans (the Experian awards 7 15 USSm Associated social security charge - 2 (a) Cost of share-based compensation information on award, option and share prices is given in sterling. in Experian plc and in which employees ofthe Company participate. The following information relates to awards and The Experian Group has a number of equity settled, share-based employee incentive plans in respect of ordinary shares 24. Share incentive plans options held by the Company s employees. As the price of Experian plc s ordinary shares is quoted in sterling, such Net increase in total shareholders funds in the fmancial year Closing total shareholders funds 5,846 5,774 Credit in respect of cost of share incentive plans (Note 24(a)) 7 15 Other movements in respect of share incentive plans (Note 22) (1) (1) Opening total shareholders funds 5,774 5,711

29 24. Share incentive plans (continued) known, subject to the outcome of the performance condition. The value of awarded shares reflects the performance assessed. This is before the number of shares to be awarded is determined but the underlying value of the award is For the purposes of FRS 20, the grant date for these plans is the start ofthe fmancial year in which performance is Experian CIPs (i) Summary ofarrangeinents andperformance conditions (continued) (b) Share awards (continued) 27 distributions or other factors as participants are entitled to dividend distributions on awarded shares. Market-based performance. performance conditions are included in the fair value measurement on grant date and are not revised for actual Benchmark PBT is reported as anon-gaap measure in the group financial statements of Experian plc and is defined Share grants are valued by reference to the market price on the day of award with no modification made for dividend (ii) Information relating to share grant valuation The TSR condition is considered a market-based performance condition as defined by FRS 20. In valuing the awarded shares. Year ended 31 March % per annum 14% per annum US$3.4bn US$3.7bn Yearended3l March2014 7%perannum 14%perannum US$3.8bn US$4.2bn Yearended3l March2015 7%perannum 14%perannum US$4.Obn US$4,4bn Profit condition Cash flow condition Year of award Target Maximum Target Maximum operations. Operating cash flow is also reported as a non-gaap measure in those fmancial statements and is defined shown in the table immediately above for the Experian CIPs and also requires Benchmark PBT growth at the stated companies measured over the three-year period preceding valuation and an implied volatility for Experian plc ordinary The range of Benchmark profit performance conditions for conditional awards under this plan is the same as those shares, TSR is evaluated using a Monte Carlo simulation, with historic volatilities and correlations for comparator less capital expenditure net of disposal proceeds and further adjusted for changes in working capital and profit or loss E cperian PSP adjustments to contingent consideration, exceptional items, financing fair value remeasurements, tax and discontinued retained in continuing associates. percentages over a three-year period. as profit before amortisation and impairment of acquisition intangibles, impairment of goodwill, acquisition expenses, as EBIT from continuing operations, plus amortisation, depreciation and charges in respect of share incentive plans, below. The period of assessment commences at the beginning of the financial year of grant. These are not marketbased performance conditions as defined by FRS 20. cash flow over a three-year period. As noted in the annual report on remuneration in the Experian annual report, that The range of performance conditions for awards under these plans is set out below. The Benchmark profit performance The cumulative operating cash flow performance condition (the cash flow condition ) is based on cumulative operating outcome assumed at the date oftheir issue to participants and is recognised over a four-year period. condition (the profit condition ) requires Benchmark PBT growth at the stated percentages over a three-year period. condition for the year ended 31 March 2013 was reviewed during the year ended 31 March 2015 and is now as set out

30 Grant of awards At 1 April million (ii(.i Share awards outstanding (b) Share awards (continued) 24. Share incentive plans (continued) 2015 million (ii) Movement in number ofoptions and weighted average exercise price (iii) Options outstanding to to million Expected years Contractual years million Expected years Contractual years Options outstanding at 1 April exercise price Options exercisable at 31 March The weighted average share price achieved for options exercised during the year was (2014: 11.39). Options outstanding at 31 March Number Price Number Price over 33,716 shares granted in the year ended 31 March 2015 (2014: 16,218 shares) and a cost ofus$nil (2014: valuation techniques, inputs into valuation models and fair values of options granted have again been omitted. Although there have been no grants of options under the Experian Share Option Plan and equivalent legacy plans in The only options granted in the current and prior year have been in respect of Experian Sharesave Plans with options USSnil). As the numbers of shares and the related costs are not significant, disclosures relating to the application of the current and prior year, options remain outstanding under such plans. (I) Summary ofarrangements (c) Share options There were awards in respect of 1,239,280 shares granted in the year ended 31 March 2015 (2014: 1,753,369), with a weighted average fair value of10.22 (2014: 12.04). At 31 March Experian Performance Share Plan (conditional awards) million million Range of exercise prices Number Weighted average Weighted average remaining lives Range of exercise prices Number Weighted average Weighted average remaining lives At31 March to to exercise price At31 March2015 Analysis by plan: Experian Co-investment Plan Experian Performance Share Plan (unconditional awards) Exercise of options (0.1) At 31 March Lapse of awards (0.1) - Vesting of awards (23) (1.0) Forfeitures of awards (0.2) -

31 its defined contribution plan is the Experian Retirement Savings Plan. These plans are governed by trust deeds which The Company s employees participate in both defined benefit and defmed contribution pension plans. The Company s defined benefit plan is the Experian Pension Scheme, which was closed to new entrants in 2009, and (i) Funded pension arrangements (a) Retirement benefit arrangements 25. Retirement benefit assets and obligations 29 FRS 17 and has been recognised in these fmancial statements. The entire surplus in the funded plan of US$6m at 31 March 2015 (2014: US$7m) is recoverable in accordance with Net obligations recognised as retirement benefit obligations Less: deferred tax asset (Note 20) (7) (7) Present value of unfunded pension obligations recognised in the balance sheet Net obligations in unfunded plans recognised as retirement benefit obligations: _Nurp! recognised as retirement benefit assets 5 6 Less: deferred tax liability (Note 20) (1) (1) Surplus in the funded plan recognised in the balance sheet Present value of funded plan s liabilities (96) Fair value of funded plan s assets 103 Net surplus in the funded plan recognised as retirement benefit assets: (i) Amounts recognised in the balance sheet (b) Retirement benefit assets and obligations disclosures as those who are not. There are also unfunded arrangements for one current director and certain former directors and (ii) Unfunded pension arrangements 159 of the Experian annual report. The latest full valuation was carried out as at 31 March 2013 by independent, qualified actuaries, Towers Watson expressed as a percentage of pensionable salaiy, will increase as members approach retirement due to the ageing repayment contributions are currently required. The next full valuation will be carried out as at 31 March employees of the Company. independent trustee over an independently managed portfolios of marketable securities owned by Experian SURBS Investments Limited, a subsidiaiy undertaking of the Company. actuarial funding valuation of this plan is carried out eveiy three years with interim reviews in the intervening years. active membership of the plan. There was a small deficit at the date of the 2013 full actuarial valuation but no deficit The Experian Pension Scheme is a multi-employer plan with assets and liabilities allocated between the Company and Experian Limited, a fellow group company. Details of the total multi-employer plan are set out on pages 155 to The Company 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 The Experian Pension Scheme has rules which specify the benefits to be paid and is financed accordingly. A full The assets and obligations in respect of the defined benefit are recognised in the Company s balance sheet in follows: ensure that their finances and governance are independent from those ofthe Company. Limited, using the projected unit credit method. Under this method of valuation the current service cost, when Certain ofthese unfunded pension benefit arrangements in the UK have been secured by the grant of charges to an accordance with the requirements of FRS 17 Retirement benefits and the disclosures required by FRS 17 are as

32 25. Retirement benefit assets and obligations (continued) (b) (ii) Retirement benefit assets and obligations disclosures (continued) Movements in net retirement benefit obligations recognised in the balance sheet At 1 April (28) (25) Differences on exchange recognised in the profit and loss account 2 - Other amounts recognised in the profit and loss account (Note 25(b)(v)) (3) (5) Actuarial (loss)/gain arising on assets and obligations (Note 25(b)(vi)) (4) Contributions paid 2 1 At31 March (31) (28) ai Movements in thefair value ofthefundedplan s assets At 1 April Differences on exchange (12) 9 Contributions paid by the Company 2 1 Expected return on assets 3 2 Actuarial gain on assets Benefits paid (6) (5) At31 March The actual return on the funded plan s assets was US$ 14m (2014: US$1 7m). The funded plan s assets at 31 March 2015 and 31 March 2014 do not include any amounts in respect of the shares or debentures of Experian plc or the Company. (iv) Movements in the present value ofthe plans liabilities At 1 April Differences on exchange (14) 9 Current service cost 1 2 Interest on liabilities 5 5 Actuarial loss on liabilities Benefits paid (6) (5) At31 March (v) Other amounts recognised in the profit and loss account USSm Current service cost charged within staff costs and total operating expenses 1 2 Within fmance items: Expected return on assets (Note 10) (3) (2) Interest on liabilities (Note 11) 5 5 Charge within fmance items 2 3 Total charge to profit and loss account 3 5 ( vi) Amount recognised in total recognised gains and losses Gain on assets Experience loss on liabilities (1) (13) Loss on change of assumptions (14) (1) Total (loss)/gain recognised directly in total shareholders funds (4) 1 The cumulative loss recognised in total shareholders funds at 31 March 2015 is US$32m (2014: US$28m). 30

33 Fairvalueofftindedplan sassets (vii) Amountsfor current andpreviousfour years (b) Retirement benefit assets and obligations disclosures 25. Retirement benefit assets and obligations (continued) (continued) 31 primarily in sterling and have a maturity of some 18 years. If the real discount rate increased/decreased by 0.1%, held in accordance with the current investment policy. Expected yields on fixed interest securities are generally based on gross redemption yields. Expected returns on equities and other assets reflect the long-term real rates of return experienced in the respective markets. Inflation rate Inflation rate Increase in salaries Increase for pensions in payment based on the RPI (where cap is 5%) Increase for pensions in payment Increase for pensions in payment based on the CPI (where cap is 3%) Increase for pensions in deferment Discount rate on the UK Retail Prices Index (the RPI ) on the UK Consumer Prices Index (the CPI ) based based element element based on the CPI (where cap is 2.5%) Expected return on plan assets The principal financial assumption is the real discount rate, being the excess of the discount rate over the rate of and term to the defined benefit obligations. In the case of the Experian Pension Scheme, the obligations are the defined benefit obligations reported at 31 March 2015 would decrease/increase by approximately US$lm and the annual current service cost would remain unchanged. The rates of increase for pensions in payment reflects the The expected return on plan assets has been determined by considering the mix of returns anticipated on the assets inflation. The discount rate is based on the market yields on high quality corporate bonds of appropriate currency separate arrangements applying to different classes of the Company s pensioners. element % % The principal actuarial assumptions used are as follows: whilst holding all other assumptions constant. 31 March The methodology evaluates the effect of a change in each assumption on the relevant obligations, assumptions used are consistent with those used in the year ended 31 March 2014 and the absolute sensitivity numbers are stated on a basis consistent with the methodology used in determining the accounting valuation as at March2015 to changes in the real discount rate and life expectancy are included below. The methods and types of by Towers Watson Limited to take account of the requirements of FRS 17. The assumptions for the real discount rate, salary increases and mortality, used to calculate the present value of the defined benefit obligations, all have a (viii) Actuarial assumptions restriction in the other years shown. significant effect on the accounting valuation. Changes to these assumptions in the light of prevailing conditions of US$9m at 31 March 2011 is stated before the effect of the surplus restriction of US$ 13m. There is no such The deficit ofus$17m at 31 March 2012 is stated before the effect of the surplus restriction of US$4m. The deficit The accounting valuations used at 31 March 2015 have been based on the most recent actuarial valuations updated may have a significant impact on future valuations. Indications of the sensitivity of the amounts reported at 31 Total (loss)/gain recognised in the statement of total recognised gains and losses (4) 1 (4) (1) 3 The Company s retirement benefit assets and obligations are denominated primarily in sterling. Experience (loss)/gain on plans liabilities (1) (13) - 64 (49) Experience adjustment on funded plan s assets (74) 60 Deficit (31) (28) (25) (17) (9) Retirement benefit obligations (132) (131) (106) (96) (156)

34 follows: (b) Retirement benefit assets and obligations disclosures (continued) 25. Retirement benefit assets and obligations (continued) The mortality assumptions used, based on average life expectancy on retirement at age 65 in normal health, are as 32 Fixed interest securities Other A cost ofus$1.3m (2014: US$1.lm) was charged in the year, representing contributions payable by the Company to the Experian Money Purchase Pension Plan. (c) Defined contribution plan Contributions expected to be paid to the Experian Pension Scheme during the year ending 31 March 2015 are US$l.Om by the Company and US$0.3m by its employees. (x) Future contributions % return rate of return term rate of long term Fair value Expected long Fair value Expected (ix) Assets ofthe defined benejit plan atfair value experience of the Plan 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. Ifthere was an increase in assumed life expectancy of 0.1 years, the defined benefit obligation at 31 March 2015 would remain unchanged. Equities The FRS 17 valuation assumes that mortality will be in line with standard tables adjusted to reflect the expected Longevity for a male currently aged Longevity for a female currently aged Longevity for a male currently aged Longevity for a female currently aged Investments funds % years years

35 November 2014, The Superior Tribunal of Justice, the highest court in Brazil for such cases, determined the significant number of claims in Brazil, primarily in three states, relating to the disclosure and use of credit scores. In As indicated in the 2014 annual report, the Company s principal subsidiary undertaking in Brazil had received a (a) Brazil credit scores There are no material capital or operating lease commitments relating to the Company (2014: US$nil). 26. Commitments 27. Contingencies 33 external advice where appropriate. Company and the relevant subsidiary undertakings. In the case of unfavourable outcomes, the Company and the Wales. That company is a wholly owned subsidiary of Experian plc, a company incorporated in Jersey, which is the Company s ultimate parent undertaking and controlling party. Experian plc is the only group in which the results of Company Secretary, Experian plc, Newenham House, Northern Cross, Malahide Road, Dublin, Ireland, D17 AY6I. for tax purposes of goodwill amortisation arising from its acquisition by Experian in The possibility of this such claims will have a materially adverse effect on the Company s financial position. However, as is inherent in the Company for the year were consolidated and copies of its group fmancial statements may be obtained from the In addition, in the normal course of business, the Company and subsidiary undertakings have a number of open tax legal, regulatory and administrative proceedings, there is a risk of outcomes that may be unfavourable to the all its major geographies, which are being vigorously defended. The directors do not believe that the outcome of any judgmental matters are based on an assessment as to whether additional taxes will be due, after taking into account of the advice of external legal counsel and other factors in respect of the claim. As previously indicated, Serasa SA has been advised that the Brazilian tax authorities are challenging the deduction (b) Tax (c) Other litigation and claims a risk of outcomes that may be unfavourable to the Company. materially adverse effect on the Company s financial position. However, as is inherent in legal proceedings, there is legal process have yet to be exhausted, the directors do not believe that the outcome of any such claims will have a 28. Related party transactions 29. Ultimate parent undertaking and controlling party The Company s immediate parent undertaking is Experian (UK) Finance Limited, incorporated in England and in respect of those services was US$2m (2014: US$l3m). principal legal issues involved and ruled that the cases had no merit under Brazilian law. Whilst elements of the resulting in a liability to the Company and the relevant subsidiary undertakings is believed to be remote, on the basis returns with various tax authorities with whom there is an active dialogue. Liabilities relating to these open and There continue to be a number of pending and threatened litigation and other claims involving the Company, across relevant subsidiary undertakings may benefit from applicable insurance recoveries. During the year ended 31 March 2015, the Company provided certain corporate services to Serasa SA and charged that company US$l2ni (2014: US$13m) for those services. At 31 March 2015, the amount due from that company

36 Chatsworth Investments Limited England and Wales Property company Name Country of incorporation Nature of business owned directly held subsidiaries and these are listed below. The Company s principal subsidiary undertakings are shown in note 15. The Company has three other wholly 30. Subsidiary undertakings 34 Accolade Unlimited England and Wales Dormant Data Systems Group of California USA Information services Experian 2006 Unlimited England and Wales Dormant Experian Data Corp USA Information services Experian Europe Unlimited England and Wales Finance company Experian Fraud Prevention Solutions, Inc. USA Decision analytics Experian Holdings EURL France Dormant Experian Latam Holdings Unlimited England and Wales Holding company Experian Nominees Limited England and Wales Dormant Experian Northern Ireland Limited Northern Ire land Dormant Experian Peru S.A.C. Peru Information services EIS UK Unlimited England and Wales Finance company EIS UK 2005 Limited England and Wales Holding company CCN UK Unlimited England and Wales Finance company EHI UK Unlimited England and Wales Finance company El-il UK 2005 Limited England and Wales Holding company CCN UK 2005 Limited England and Wales Holding company Cardinal Finance Unlimited England and Wales Finance company Cosand Group, Ltd USA Information services Byington Colombia S.A.S. Colombia Information services ClarityBlue, Inc. USA Dormant Computec Espana Inversiones S.L.U. Spain Holding company Credit Analyst International Corp. Panama Holding company Experian 2001 Unlimited England and Wales Dormant Experian Credit Advisors, Inc USA Information services Experian Finance 2012 Limited England and Wales Finance company Experian Group Limited England and Wales Finance company Experian Holdings Limited England and Wales Holding company Experian International Unlimited England and Wales Finance company Experian NA Holdings Unlimited England and Wales Dormant Experian NA Unlimited England and Wales Dormant l92business Ltd England and Wales Dormant Name Country of incorporation Nature of business Experian Luxembourg Finance S.A.R.L. Luxembourg Finance company Other subsidiary undertakings of Experian (UK) Finance Limited, and accordingly indirect subsidiaries of the Company, at 31 March 2015 are listed below and are wholly owned. GUS 1998 Unlimited England and Wales Finance company GUS Holdings (2004) Limited England and Wales Holding company

37 Experian Soluciones V. S.A. Venezuela Information services de C.V. Mexico Dormant Name Country of incorporation Nature of business Experian Soluciones de Informacion, S.A. 30. Subsidiary undertakings (continued) 35 G.G.C. Leasing Limited England and Wales Dormant (Ply) Ltd South Africa Dormant G.U.S. Property Management Limited England and Wales Dormant HD Decisions Limited England and Wales Decision analytics GUS 2000 UK Unlimited England and Wales Dormant GUS 2004 Limited England and Wales Finance company GUS Finance 2006 Unlimited England and Wales Dormant GUS Finance Holdings Unlimited England and Wales Dormant GUS Finance Luxembourg Limited England and Wales Dormant GUS Financial Services Unlimited England and Wales Dormant GUS Holdings Unlimited England and Wales 1-biding company GUS International England and Wales Dormant GUS International Holdings SE England and Wales Finance company GUS Investments 2003 Ireland Dormant GUS NA Unlimited England and Wales Dormant GUS Netherlands Unlimited England and Wales Dormant GUS Overseas Holdings SE England and Wales Finance company GUS Overseas Investments SE England and Wales Finance company GUS Overseas Unlimited England and Wales Dormant GUS Property Investments Limited England and Wales Property company GUS Unlimited England and Wales Dormant GUS Ventures Unlimited England and Wales Dormant GUS Finance Ireland Ireland Finance company GUS Overseas Retailing Unlimited England and Wales Dormant GUS US Holdings SE England and Wales Finance company GUS US Unlimited England and Wales Dormant GUS 2000 Unlimited England and Wales Dormant GUS 2002 Unlimited England and Wales Dormant GUS 2005 Finance Unlimited England and Wales Dormant GUS Europe Holdings BV The Netherlands Holding company GUS Finance (2004) Limited England and Wales Finance and holding GUS Ireland Holdings SE England and Wales Finance company GUS US Holdings Unlimited England and Wales Dormant General Guarantee Corporation Unlimited England and Wales Dormant General Guarantee Finance Limited England and Wales Dormant Great Universal Stores (South Africa) Experian (UK) Holdings Limited England and Wales Holding company Experian US Unlimited England and Wales Dormant FootFall Central Europe GmbH Germany Information services FootFall France Sari France Information services FootFall Limited England and Wales Information services company Experian SURBS Investments Limited England and Wales Investment holding Experian Tecnologia Brasil Ltda Brazil Intellectual property Experian US Holdings Unlimited England and Wales Holding company GreenUmbrella.com, Inc. USA Marketing services Hugh Wyllie, Limited England and Wales Finance company

38 Limited England and Wales Dormant Leadspend, Inc. USA Marketing services Medical Present Value, Inc. USA Information services Name Country of incorporation Nature of business International Communication & Data 30. Subsidiary undertakings (continued) 36 X88 Software Limited England and Wales Marketing services W2 Software (India) Private India Information services The Witney Mattress, Divan and Quilt SafetyWeb, Inc. USA Information services Rexburg Spain S.L. Spain Finance company Statschedules India, LLC USA Investment holding Statschedules Technologies, Inc USA Investment holding Tallyman Australia Pty Limited Australia Dormant The Royal Exchange Company (Leeds) The 41st Parameter, Inc USA Decision analytics The 41st Parameter, Ltd. England and Wales Dormant QAS Limited England and Wales Dormant Newenham Finance Limited Ireland Finance company Passport Health Holdings Corporation USA Investment holding Passport Holdings Corporation USA Investment holding PriceGrabber.com Inc. USA Dormant Tallyman Limited England and Wales Dormant Techlightenment Ltd England and Wales Dormant Unlimited England and Wales Dormant Nebo Systems, Inc. USA Information services Search America, Inc. USA Information services Company Unlimited England and Wales Dormant Vehicle Mileage Check Limited England and Wales Dormant