AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March ~~26, 2009~~25, 2011

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 20-F


(Mark One)
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, ~~2008~~2010
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to
or
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		Date of event requiring this shell company report

Commission file number 1-16055

PEARSON PLC

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

80 Strand

London, England WC2R 0RL

(Address of principal executive offices)

Stephen Jones

Telephone: +44 20 7010 2000

Fax: +44 20 7010 6060

80 Strand

London, England WC2R 0RL

(Name, Telephone,E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of Class		Name of Each Exchange on Which Registered

*Ordinary Shares, 25p par value American Depositary Shares, each Representing One Ordinary Share, 25p per Ordinary Share		New York Stock Exchange New York Stock Exchange

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the SEC.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock at the close of the period covered by the annual report:


Ordinary Shares, 25p par value			~~809,276,583~~812,677,377

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ Noo

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yeso Noþ

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated ~~filer”~~file” and “large accelerated filer”, inRule 12b-2 of the Exchange Act. (Check one):


þLarge accelerated filer		o Accelerated filer		o~~Accelerated filer~~	oNon-accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing


oUS GAAP		þInternational financial Reporting Standards as Issued by the International Accounting Standards Board		oOther

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:


Item 17o		Item 18o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act):


Yeso		Noþ

INTRODUCTION

In this Annual Report onForm 20-F (the “Annual Report”) references to “Pearson”, the “Company” or the “Group” are references to Pearson plc, its predecessors and its consolidated subsidiaries, except as the context otherwise requires. “Ordinary Shares” refer to the ordinary share capital of Pearson of par value 25p each. “ADSs” refer to American Depositary Shares which are Ordinary Shares deposited pursuant to the Deposit Agreement dated March 21, 1995, amended and restated as of August 8, 2000 among Pearson, The Bank of New York as depositary (the “Depositary”) and owners and holders of ADSs (the “Deposit Agreement”). ADSs are represented by American Depositary Receipts (“ADRs”) delivered by the Depositary under the terms of the Deposit Agreement.

We have prepared the financial information contained in this Annual Report in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) which in respect of the accounting standards applicable to the Group do not differ from IFRS as adopted by the European Union (“EU”). Unless we indicate otherwise, any reference in this Annual Report to our consolidated financial statements is to the consolidated financial statements and the related notes, included elsewhere in this Annual Report.

We publish our consolidated financial statements in sterling. We have included, however, references to other currencies. In this Annual Report:


	•	references to “sterling”, “pounds”, “pence” or “£” are to the lawful currency of the United Kingdom,

	•	references to “euro” or “€” are to the euro, the lawful currency of the participating Member States in the Third Stage of the European Economic and Monetary Union of the Treaty Establishing the European Commission, and

	•	references to “US dollars”, “dollars”, “cents” or “$” are to the lawful currency of the United States.

For convenience and except where we specify otherwise, we have translated some sterling figures into US dollars at the rate of £1.00 = ~~$1.46,~~$1.54, the noon buying rate in The City of New York for cable transfers and foreign currencies as certified by the Federal Reserve Bank of New York for customs purposes on December 31, ~~2008,~~2010, the last business day of ~~2008.~~2010. We do not make any representation that the amounts of sterling have been, could have been or could be converted into dollars at the rates indicated. On February 28, ~~2009~~2011 the noon buying rate for sterling was £1.00 = ~~$1.43.~~$1.62.

The Group consists of three major worldwide businesses, Pearson Education, The FT Group (“FT”) and the Penguin Group (“Penguin”). See “Item 4. Information on the Company — Overview of operating divisions”.

FORWARD-LOOKING STATEMENTS

You should not rely unduly on forward-looking statements in this Annual Report. This Annual Report, including the sections entitled “Item 3. Key Information — Risk Factors”, “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects”, contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other comparable terminology. Examples of these forward-looking statements include, but are not limited to, statements regarding the following:


	•	operations and prospects,

	•	growth strategy,

	•	funding needs and financing resources,

	•	expected financial position,

	•	market risk,

	•	currency risk,


	•	US federal and state spending patterns,


	•	debt levels, and

	•	general market and economic conditions.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In evaluating them, you should consider various factors, including the risks outlined under “Item 3. Key Information — Risk Factors”, which may cause actual events or our industry’s results to differ materially from those expressed or implied by any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

PART I


ITEM 1.	*IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS*

Not applicable.


ITEM 2.	*OFFER STATISTICS AND EXPECTED TIMETABLE*

Not applicable.


ITEM 3.	*KEY INFORMATION*

Selected consolidated financial data

Following the publication of SEC Release No33-8879 “Acceptance From Foreign Private Issuers of Financial Statements Prepared in Accordance With International Financial Reporting Standards Without Reconciliation to U.S. GAAP”, the Group no longer provides a reconciliation between IFRS and U.S. GAAP.

The ~~tables~~table below shows selected consolidated financial data under IFRS as issued by the IASB. The selected consolidated profit and loss account data for the years ended December 31, ~~2008, 2007~~2010, 2009 and ~~2006~~2008 and the selected consolidated balance sheet data as at December 31, ~~2008~~2010 and ~~2007~~2009 have been derived from our audited consolidated financial statements included in “Item 18. Financial Statements” in this Annual Report.

The results of the Interactive Data business (disposed in July 2010) have been included in discontinued operations for all the years to 2010. The results of the Data Management business (disposed in February 2008) have been included in discontinued operations for all years to 2008. The results of Government Solutions (disposed in February 2007) and Les Echos (disposed in December 2007) have been included in discontinued operations for all the years to 2007.

The selected consolidated financial information should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and the related notes appearing elsewhere in this Annual Report. The information provided below is not necessarily indicative of the results that may be expected from future operations.

For convenience, we have translated the ~~2008~~2010 amounts into US dollars at the rate of £1.00 = ~~$1.46,~~$1.54, the noon buying rate in The City of New York for cable transfers and foreign currencies as certified by the Federal Reserve Bank of New York for customs purposes on December 31, ~~2008.~~2010.


	Year Ended December 31																		Year Ended December 31
	2008			2008			2007			2006			2005			2004			2010			2010			2009			2008			2007			2006
	$			£			£			£			£			£			$			£			£			£			£			£
	(In millions, except for per share amounts)																		(In millions, except for per share amounts)

IFRS information:
Consolidated Income Statement data
Total sales		7,024			4,811			4,162			3,990			3,662			3,340			8,721			5,663			5,140			4,405			3,818			3,658
Total operating profit		987			676			574			522			497			359			1,144			743			619			564			484			440
Profit after taxation from continuing operations		603			413			337			444			319			232			807			524			377			344			274			405
Profit for the financial year		472			323			310			469			644			284			2,002			1,300			462			323			310			469
Consolidated Earnings data per share
Basic earnings per equity share(1)	$	0.53			36.6p			35.6p			55.9p			78.2p			32.9p		$	2.49			161.9p			53.2p			36.6p			35.6p			55.9p
Diluted earnings per equity share(2)	$	0.53			36.6p			35.6p			55.8p			78.1p			32.9p		$	2.49			161.5p			53.1p			36.6p			35.6p			55.8p
Basic earnings from continuing operations per equity share(1)	$	0.70			47.9p			39.0p			52.7p			37.5p			26.4p		$	1.02			66.0p			47.0p			42.9p			34.1p			50.6p
Diluted earnings from continuing operations per equity share(2)	$	0.70			47.9p			39.0p			52.6p			37.4p			26.3p		$	1.01			65.9p			47.0p			42.9p			34.1p			50.5p
Dividends per ordinary share	$	0.49			33.8p			31.6p			29.3p			27.0p			25.4p		$	0.60			38.7p			35.5p			33.8p			31.6p			29.3p
Consolidated Balance Sheet data at
period end
Consolidated Balance Sheet data at period end
Total assets (non-current assets plus current assets)		14,448			9,896			7,292			7,213			7,600			6,578			16,429			10,668			9,412			9,896			7,292			7,213
Net assets		7,335			5,024			3,874			3,644			3,733			3,014			8,632			5,605			4,636			5,024			3,874			3,644
Long-term obligations(3)		(4,237	)		(2,902	)		(1,681	)		(1,853	)		(2,500	)		(2,403	)		(4,344	)		(2,821	)		(3,051	)		(2,902	)		(1,681	)		(1,853	)
Capital stock		295			202			202			202			201			201			313			203			203			202			202			202
Number of equity shares outstanding (millions of ordinary shares)		809			809			808			806			804			803			813			813			810			809			808			806

Notes:


(1)		Basic earnings per equity share is based on profit for the financial period and the weighted average number of ordinary shares in issue during the period.

(2)		Diluted earnings per equity share is based on diluted earnings for the financial period and the diluted weighted average number of ordinary shares in issue during the period. Diluted earnings comprise earnings adjusted for the tax benefit on the conversion of share options by employees and the weighted average number of ordinary shares adjusted for the dilutive effect of share options.

(3)		Long-term obligations comprise any liabilities with a maturity of more than one year, including medium and long-term borrowings, derivative financial instruments, pension obligations and deferred income tax liabilities.

~~(4)~~		The results of the Data Management business (disposed in February 2008) have been included in discontinued operations for all years presented. The results of Government Solutions (disposed in February 2007) and Les Echos (disposed in December 2007) have been included in discontinued operations for all the years to 2007.

Dividend information

We pay dividends to holders of ordinary shares on dates that are fixed in accordance with the guidelines of the London Stock Exchange. Our board of directors normally declares an interim dividend in July or August of each year to be paid in September or October. Our board of directors normally recommends a final dividend following the end of the fiscal year to which it relates, to be paid in the following May or June, subject to shareholders’ approval at our annual general meeting. At our annual general meeting on ~~May 1, 2009~~April 28, 2011 our shareholders will be asked to approve a final dividend of ~~22.0p~~25.7p per ordinary share for the year ended December 31, ~~2008.~~2010.

The table below sets forth the amounts of interim, final and total dividends paid in respect of each fiscal year indicated, and is translated into cents per ordinary share at the noon buying rate in ~~the city~~The City of New York on each of the respective payment dates for interim and final dividends. The final dividend for the ~~2008~~2010 fiscal year will be paid on May ~~8, 2009.~~6, 2011.


Fiscal year	Interim		Final		Total		Interim		Final			Total			Interim		Final		Total		Interim		Final			Total
	(Pence per ordinary share)						(Cents per ordinary share)								(Pence per ordinary share)						(Cents per ordinary share)

2010																13.0		25.7		38.7		20.3		39.6	*		59.9
2009																12.2		23.3		35.5		19.8		34.3			54.1
2008		11.8		22.0		33.8		21.6		32.1	*		53.7	**		11.8		22.0		33.8		21.6		33.2			54.8
2007		11.1		20.5		31.6		22.4		39.9			62.3			11.1		20.5		31.6		22.4		39.9			62.3
2006		10.5		18.8		29.3		20.0		31.4			51.4			10.5		18.8		29.3		20.0		31.4			51.4
2005		10.0		17.0		27.0		17.8		29.8			47.6
2004		9.7		15.7		25.4		17.4		26.4			43.8


*		As the ~~2008~~2010 final dividend had not been paid by the filing date, the dividend ~~was~~has been translated into cents using the noon buying rate for sterling at December 31, ~~2008.~~

**		The US dollar values for dividends paid are translated at actual rates on the date paid. In the prior table of selected consolidated financial data, the US dollar dividends per ordinary share are translated at the noon rate on December 31, 2008. The difference between the two amounts is due to the differing exchange rates on the date of payment of the interim dividend and December 31, 2008.2010.

Future dividends will be dependent on our future earnings, financial condition and cash flow, as well as other factors affecting the Group.

Exchange rate information

The following table sets forth, for the periods indicated, information concerning the noon buying rate for sterling, expressed in dollars per pound sterling. The average rate is calculated by using the average of the noon buying rates in ~~the city~~The City of New York on each day during a monthly period and on the last day of each month during an annual period. On December 31, ~~2008~~2010 the noon buying rate for cable transfers and foreign currencies as certified by the Federal Reserve Bank of New York for customs purposes for sterling was £1.00 = ~~$1.46.~~$1.54. On February 28, ~~2009~~2011 the noon buying rate for sterling was £1.00 = ~~$1.43.~~$1.62.

Month
High Low

February 2009 $ 1.49 $ 1.42
January 2009 $ 1.53 $ 1.37
December 2008 $ 1.55 $ 1.44
November 2008 $ 1.62 $ 1.48
October 2008 $ 1.78 $ 1.55
September 2008 $ 1.86 $ 1.75


Month	High		Low

February 2011	$	1.62	$	1.60
January 2011	$	1.60	$	1.55
December 2010	$	1.59	$	1.54
November 2010	$	1.63	$	1.56
October 2010	$	1.60	$	1.57
September 2010	$	1.59	$	1.53

Year Ended December 31
Average rate

2008 $ 1.84
2007 $ 2.01
2006 $ 1.84
2005 $ 1.81
2004 $ 1.83


Year Ended December 31	Average rate

2010	$	1.54
2009	$	1.57
2008	$	1.84
2007	$	2.01
2006	$	1.84

Risk factors

You should carefully consider the risk factors described below, as well as the other information included in this Annual Report. Our business, financial condition or results from operations could be materially adversely affected by any or all of these risks, or by other risks that we presently cannot identify.

~~Global economic conditions may adversely impact our financial performance.~~Our education, business information and book publishing businesses will be impacted by the rate of and state of technological change, including the digital evolution and other disruptive technologies.

~~With~~A common trend facing all our businesses is the ~~rapid deterioration~~digitization of content and proliferation of distribution channels, either over the internet, or via other electronic means, replacing traditional print formats. The digital migration brings the need for change in product distribution, consumers’ perception of value and the publisher’s position between retailers and authors, which affects managing stock levels. The trend toe-books has created contraction in the ~~global~~consumer books retail market which increases the risk of bankruptcy of a major retail customer; this could disrupt short-term product supply to the market as well as could result in a large debt write off.

We face competitive threats both from large media players and from smaller businesses, online and mobile portals and news redistributors operating in the digital arena and providing alternative sources of news and information. New distribution channels, e.g. digital format, the internet, online retailers, growing delivery platforms (e.g.e-readers), combined with the concentration of retailer power pose both threats and opportunities to our traditional consumer publishing models, potentially impacting both sales volumes and pricing.

If we do not adapt rapidly to these changes we may lose business to ‘faster’ more ‘agile’ competitors, who increasingly are non-traditional competitors, i.e. technology companies, making their identification all the more difficult. We may be required to invest significant resources to further adapt to the changing competitive environment.

Investment returns outside our traditional core US and UK markets may be lower than anticipated.

To take advantage of international growth opportunities and to reduce our reliance on our core US and UK markets we are increasing our investments in a number of emerging markets, some of which are inherently more risky than our traditional markets. Political, regulatory, economic and legal systems in emerging markets may be less predictable than in countries with more developed institutional structures. Political, regulatory, economic, currency, reputational and corporate governance risks (including fraud) as well as unmanaged expansion are all factors which could limit our returns on investments made in these markets.

Our US educational solutions and assessment businesses may be adversely affected by changes in state and local educational funding resulting from either general economic conditions, changes in government educational funding, programs, policy decisions, legislation at both at the federal and state level and/or changes in the state procurement processes.

The results and growth of our US educational solutions and assessment businesses are dependent on the level of federal and state educational funding, which in turn is dependent on the robustness of state finances and the level of funding allocated to educational programs. State, local and municipal finances have been adversely affected by the US recession and the unknown timing of economic recovery. Funding pressures remain, with competition from low price and disruptive new business models and promotion of open source to keep costs down. The current challenging environment ~~during 2008,~~could impact our ability to collect on education-related debt.

Federaland/or state legislative changes can also affect the funding available for educational expenditure, which include the impact of education reform, such as the reauthorization of the Elementary and Secondary Education Act, the introduction of the Common Core and Race to the Top funding. Similarly changes in the state

procurement process for textbooks, learning material and student tests, particularly in the adoptions market can also affect our markets. For example, changes in curricula, delays in the timing of the adoptions and changes in the student testing process can all affect these programs and therefore the size of our market in any given year.

There are multiple competing demands for educational funds and there is no guarantee that states will fund new textbooks or testing programs, or that we will win this business.

A control breakdown or service failure in our school assessment businesses could result in financial loss and reputational damage.

There are inherent risks associated with our school assessment businesses, both in the US and the UK. A service failure caused by a breakdown in our testing and assessment processes could lead to a mis-grading of student testsand/or late delivery of test results to students and their schools. In either event we may be subject to legal claims, penalty charges under our contracts, non-renewal of contractsand/or the suspension or withdrawal of our accreditation to conduct tests. It is also possible that such events would result in adverse publicity, which may affect our ability to retain existing contractsand/or obtain new customers.

Our reported earnings and cash flows may be adversely affected by changes in our pension costs and funding requirements.

We operate a number of pension plans throughout the world, the principal ones being in the UK and the US. The major plans are self-administered with the plans’ assets held independently of the Group. Regular valuations, conducted by independent qualified actuaries, are used to determine pension costs and funding requirements. As these assets are invested in the capital markets, which are often volatile, the plans may require additional funding from us, which could have an adverse impact on our results.

It is our policy to ensure that each pension plan is adequately funded, over time, to meet its ongoing and future liabilities. Our earnings and cash flows may be adversely affected by the need to provide additional funding to eliminate pension fund deficits in our defined benefit plans. Our greatest exposure relates to our UK defined benefit pension plan, which is valued once every three years. Pension fund deficits may arise because of inadequate investment returns, increased ~~risk~~member life expectancy, changes in actuarial assumptions and changes in pension regulations, including accounting rules and minimum funding requirements.

Our intellectual property and proprietary rights may not be adequately protected under current laws in some jurisdictions and that may adversely affect our results and our ability to grow.

Our products and services largely comprise intellectual property delivered through a variety of media, including newspapers, books, the internet and other growing delivery platforms. We rely on trademark, copyright and other intellectual property laws to establish and protect our proprietary rights in these products and services.

We cannot be sure that our proprietary rights will not be challenged, invalidated or circumvented. Our intellectual property rights in countries such as the US and the UK, jurisdictions covering the largest proportion of our operations, are well established. However, we also conduct business in other countries where the extent of effective legal protection for intellectual property rights is uncertain, and this uncertainty could affect our future growth. Moreover, despite trademark and copyright protection, third parties may copy, infringe or otherwise profit from our proprietary rights without our authorization.

These unauthorized activities may be more easily facilitated by the internet. The lack of internet-specific legislation relating to trademark and copyright protection creates an additional challenge for us in protecting our proprietary rights relating to our online business processes and other digital technology rights. The loss or diminution in value of these proprietary rights or our intellectual property could have a ~~further weakening~~material adverse effect on our business and financial performance.

In that regard, Google reached a tentative settlement in ~~trading conditions~~2008 with the Author’s Guild and the Association of American Publishers over Google’s plans to copy the full text of all books ever published without permission of the copyright owners, including Pearson. The agreement was revised in 2009 to narrow the definition of books covered under the settlement agreement to those registered with the US Copyright Office by January 2009 or published in Australia, UK, Canada or US. Subject to final court approvals, the settlement would allow copyright owners of

books covered by it to control the online display of those books by Google, with a sharing of revenues derived from that display. The amended settlement agreement has yet to be approved.

A major data privacy breach may cause reputational damage to our brands and financial loss.

Across our businesses we hold large volumes of personal data including that of employees, customers and, in our assessment businesses, students and citizens. Individuals may try to gain unauthorized access to our data in order to misappropriate such information for potentially fraudulent purposes. As the techniques used to gain unauthorized access change frequently, we may be unable to anticipate or protect against the threat of breaches. Failure to adequately protect personal data could lead to penalties, significant remediation costs, reputational damage, potential cancellation of some existing contracts and inability to compete for future business.

Operational disruption to our business caused by our third party providers, a major disaster and/or external threats could restrict our ability to supply products and services to our customers.

Across all our businesses, we manage complex operational and logistical arrangements including distribution centers, data centers and large office facilities as well as relationships with third party print sites. We have also outsourced some support functions, including information technology, to third party providers. The failure of third parties to whom we have outsourced business functions could adversely affect our reputation and financial condition. Failure to recover from a major disaster, (e.g. fire, flood etc) at a key facility or the disruption of supply from a key third party vendor or partner (e.g. due to bankruptcy) could restrict our ability to service our customers. Similarly external threats, such as a flu pandemic, terrorist attacks, strikes, weather etc, could all affect our business and employees, disrupting our daily business activities.

Changes in students’ buying and distribution behaviour put downward pressure on price.

Students are seeking cheaper sources of content, e.g. online discounters, file sharing, use of pirated copies, and rentals, along with open source. This change in behaviour, along with the move from professor-centric decision-making, puts downward pressure on textbook prices in our major markets.

Our professional services and school assessment businesses involve complex contractual relationships with both government agencies and commercial customers for the provision of various testing services. Our financial results, growth prospects and/or reputation may be adversely affected if these contracts and relationships are poorly managed.

These businesses are characterized by multi-million pound sterling contracts spread over several years. As in any contracting business, there are inherent risks associated with the bidding process,start-up, operational performance and contract compliance (including penalty clauses) which could adversely affect our financial performanceand/or reputation. Failure to retain these contracts at the end of the contract term could adversely impact our future revenue growth. At Edexcel, our UK Examination board and testing business, any change in UK Government policy to examination marking (e.g. price capping) could have a significant impact on our present business model.

We operate in markets which are dependent on Information Technology (IT) systems and technological change.

All our businesses, to a greater or lesser extent, are dependent on information technology. We either provide softwareand/or internet services to our customers or we use complex IT systems and products to support our business activities, particularly in business information publishing, back-office processing and infrastructure. We face several technological risks associated with software product development and service delivery in our educational businesses, information technology security (including virus and hacker attacks),e-commerce, enterprise resource planning system implementations and upgrades. Although plans and procedures are in place to reduce such risks, our businesses could be adversely affected if our systems and infrastructure experience a significant failure or interruption.

Failure to generate anticipated revenue growth, synergies and/or cost savings from acquisitions could lead to goodwill and intangible asset impairments.

We continually acquire and dispose of businesses to achieve our strategic objectives. In 2010 we acquired Melorio plc, Medley Global Advisors LLC, Sistema Educacional Brasileiro, Wall Street Institute Education Sarl, America’s Choice Inc and several other small acquisitions, and we sold our interest in Interactive Data. Acquired goodwill and intangible assets could be impaired if we are unable to generate the anticipated revenue growth, synergiesand/or cost savings associated with these or other acquisitions.

Expected benefits from our finance transformation programme initiatives may not be realised.

We have entered into a substantial finance transformation programme based around shared and common processes and services, including the outsourcing of financial ~~performance.~~transaction processing, which is expected to result in significant cost savings in future years. The ~~effect~~programme may take longer than planned, cost more than planned, and may cause disruption to our business. There is no assurance that the full extent of ~~a continued deterioration~~the anticipated benefits will be realised in the ~~global economy will vary across~~timeline envisaged.

Changes in our ~~different businesses~~tax position can significantly affect our reported earnings and ~~will depend on the depth, length and severity of any economic downturn. Specific economic risks by business are described more fully~~cash flows.

Changes in corporate tax ratesand/or other relevant tax laws in the UKand/or the US could have a material impact on our future reported tax rateand/or our future tax payments.

We generate a substantial proportion of our revenue in foreign currencies particularly the US dollar, and foreign exchange rate fluctuations could adversely affect our earnings and the strength of our balance sheet.

As with any international business our earnings can be materially affected by exchange rate movements. We are particularly exposed to movements in the US dollar to sterling exchange rate as approximately 60% of our revenue is generated in US dollars. Sales for 2010, translated at 2009 average rates, would have been £128m or 2% lower.

This is primarily a currency translation risk that only arises on consolidation and is the result of translating entities into sterling for reporting purposes (i.e. non-cash flow item), and not a trading risk (i.e. cash flow item) as our foreign currency trading cash flows in individual operating companies are relatively limited. See “Item 5. Operating and Financial Review and Prospects — General Overview, Exchange rate fluctuations”.

Each 5¢ change in the average £:$ exchange rate for the full year (which in 2010 was £1:$1.54) has a translation impact of approximately 1.3p on reported earnings per share and affect shareholders’ funds by approximately £115m.

The inherent volatility of advertising could adversely affect the profitability of our newspaper business.

Advertising revenue is susceptible to fluctuations in economic cycles. Certain of our products, such as theFinancial Timesnewspaper, are more advertising-driven than our other ~~risk factors below.~~products. Consequently, these products are more affected by decreases in advertising revenue. As the internet continues to grow as a global medium for information, communication and commerce, advertisers are increasingly shifting advertising dollars from print to online media. Any downturn in corporate and financial advertising spend due to the economic slowdown will negatively impact the results.

A significant deterioration in Group profitability and/or cash flow caused by a severe economic depression could reduce our liquidity and/or impair our financial ratios, and trigger a need to raise additional funds from the capital markets and/or renegotiate our banking covenants.

A prolonged and severe economic depression could significantly reduce the Group’s revenues, profitability and cash flows as customers would be unable to purchase products and services in the expected quantitiesand/or pay for them within normal agreed terms. A liquidity shortfall may delay certain development initiatives or may expose the Group to a need to negotiate further funding. If there was a steep decline in operating profit the Group might breach its banking covenants, creating (or exacerbating) a need for further funding (or a renegotiation of the terms of the bank credit agreement) to maintain operations. The current fragile state of the credit markets could expose the Group to a risk that it could neither re-negotiate its existing banking facilities, nor raise enough new

funding, at a cost level that was sustainable for the business. Were this to occur, the inability to raise funding would likely lead to a curtailment in investment and growth plans, potential asset disposals (if possible), reduction or elimination in the dividend and in an extreme case a need to restructure the Group’s debt, business model and terms of trade. In such event, the value of the ~~group’s~~Group’s equity could not be assured.

Our US educational textbook and assessment businesses may be adversely affected by changes in state and local educational funding resulting from either general economic conditions, changes in government educational funding, programs and legislation (both at the federal and state level), and/or changes in the state procurement process.

The results and growth of our US educational textbook and assessment business is dependent on the level of federal and state educational funding, which in turn is dependent on the robustness of state finances and the level of funding allocated to educational programs. State, local and municipal finances have been adversely affected by the US recession. In response to budget shortfalls, states and districts may reduce educational spending as they seek cost savings to mitigate budget deficits. Federal economic stimulus packages may provide additional educational funding to compensate for budget shortfalls at the state level.

~~Federaland/or~~ state legislative changes can also affect the funding available for educational expenditure. Similarly changes in the state procurement process for textbooks, learning material and student tests, particularly in the adoptions market can also affect our markets. For example, changes in curricula, delays in the timing of the adoptions and changes in the student testing process can all affect these programs and therefore the size of our market in any given year.

~~There are multiple competing demands for educational funds and there is no guarantee that states will fund new textbooks or testing programs, or that we will win this business.~~

~~Reductions in advertising revenues and/or circulation will adversely affect the profitability of our newspaper business.~~

Our newspaper business has diversified its revenue streams but remains dependent on advertising income. The business has high operational gearing; relatively small changes in revenue, positive or negative, have a disproportionate effect on profitability. Any downturn in corporateSocial, environmental and ~~financial advertising spend due to the economic slowdown will negatively impact the results of the~~~~Financial Times~~~~newspaper.~~

Our customers can increasingly access their information through different channels and from alternative suppliers. This allows our newspaper businesses to distribute and monetize their content in new ways. Our ability to offer a range of content channels provides some protection against the risk of decline of any one format. For example, we might see a decline in print circulation in our more mature markets as readers migrate online, although we see further opportunities for growth in our less mature markets. However, if the migration of readers to new digital formats occurs more quickly than we expect, this is likely to adversely affect print advertising and our newspaper’s profitability.

~~At Penguin, changes in product distribution channels, increased book returns and/or customer bankruptcy may restrict our ability to grow and affect our profitability.~~

New distribution channels, e.g. digital format, the internet, online retailers, combined with the concentration of retailer power pose both threats and opportunities to our traditional consumer publishing models, potentially impacting both sales volumes and pricing.

Penguin’s financial performance can also be negatively affected if book return rates increase above historical average levels. Similarly, the bankruptcy of a major retail customer would disrupt short-term product supply to the market as well as result in a large debt write off. The economic slowdown has increased these risks in the short term.

~~Our intellectual property and proprietary rights may not be adequately protected under current laws in some jurisdictions and that may adversely affect our results and our ability to grow.~~

Our products largely comprise intellectual property delivered through a variety of media, including newspapers, books and the internet. We rely on trademark, copyright and other intellectual property laws to establish and protect our proprietary rights in these products.

We cannot be sure that our proprietary rights will not be challenged, invalidated or circumvented. Our intellectual property rights in countries such as the US and UK, jurisdictions covering the largest proportion of our

operations, are well established. However, we also conduct business in other countries where the extent of effective legal protection for intellectual property rights is uncertain, and this uncertainty could affect our future growth. Moreover, despite trademark and copyright protection, third parties may copy, infringe or otherwise profit from our proprietary rights without our authorization.

These unauthorized activities may be more easily facilitated by the internet. The lack of internet-specific legislation relating to trademark and copyright protection creates an additional challenge for us in protecting our proprietary rights relating to our online business processes and other digital technology rights. The loss or diminution in value of these proprietary rights or our intellectual property could have a material adverse effect on our business and financial performance.

In that regard, preliminary settlements of a class action lawsuit brought against Google by the Authors Guild, and a companion lawsuit brought under the auspices of the Association of American Publishers, which challenged Google’s plans to copy the full text of all books ever published without permission of the copyright owners, were reached in October 2008. Subject to a final court approval of the class action settlement, now scheduled for June 2009, the settlement would allow copyright owners of books covered by it to control the online display of those books by Google, with a sharing of revenues derived from that display.

~~We operate in a highly competitive environment that is subject to rapid change and we must continue to invest and adapt to remain competitive.~~

Our education, business information and book publishing businesses all operate in highly competitive markets, which are constantly changing in response to competition, technological innovations and other factors. A common trend facing all our businesses is the digitization of content and proliferation of distribution channels, either over the internet, or via other electronic means, replacing traditional print formats. If we do not adapt rapidly to these changes we may lose business to ‘faster’ more ‘agile’ competitors, who increasingly are non-traditional competitors, making their identification all the more difficult.

~~Illustrations of the competitive threats we face at present include:~~


	—	Students seeking cheaper sources of content, e.g. online discounters, file sharing, use of pirated copies, used books or re-imported textbooks, causing us to lose sales and putting downward pressure on textbook prices in our major markets.

	—	~~Competition from major publishers and other educational material and service providers, including not for profit organizations, in our US educational textbook and assessment businesses.~~

	—	Penguin: authors’ advances in consumer publishing. We compete with other publishing businesses to purchase the rights to author manuscripts. Our competitors may bid to a level at which we could not generate a sufficient return on our investment, and so, typically, we would not purchase these rights.

	—	FT: we face competitive threats both from large media players and from smaller businesses, online portals and news redistributors operating in the digital arena and providing alternative sources of news and information.

	—	People: the investments we make in our employees, combined with our employment policies and practices, we believe are critical factors enabling us to recruit and retain the very best people in our business sectors.

~~A control breakdown or service failure in our school assessment businesses could result in financial loss and reputational damage.~~

There are inherent risks associated with our school assessment businesses, both in the USA and the UK. A service failure caused by a breakdown in our testing and assessment processes could lead to a mis-grading of student tests~~and/or~~ ~~late delivery of test results to students and their schools. In either event we may be subject to legal claims, penalty charges under our contracts, non-renewal of contractsand/or~~ ~~the suspension or withdrawal of our accreditation to conduct tests. It is also possible that such events would result in adverse publicity, which may affect our ability to retain existing contractsand/or~~ ~~obtain new customers.~~

In December 2008, the Qualifications and Curriculum Authority awarded Edexcel the 2009 National Curriculum Test (NCT) contract following the termination of the previous contractor who underperformed in delivering the 2008 NCT exams. This is a one year contract for marking Key Stage 2 tests for 2009 only. There is significant reputational risk to Pearson, should Edexcel fail to deliver on this contract. Given the 2008 problems, there will be intense government and media scrutiny of Edexcel’s performance. Furthermore, as the contract was only awarded in late 2008, there is limited time to set up and deliver the required marking services.

~~These businesses are characterized by multi-million pound sterling contracts spread over several years. As in any contracting business, there are inherent risks associated with the bidding process,start-up,~~ ~~operational performance and contract compliance (including penalty clauses) which could adversely affect our financial performanceand/or~~ ~~reputation. Failure to retain these contracts at the end of the contract term could adversely impact our future revenue growth.~~

At Edexcel, our UK Examination board and testing business, any change in UK Government policy to examination marking — for example, introduction of new qualifications — could have a significant impact on our present business model.

~~We operate in markets which are dependent on Information Technology (IT) systems and technological change.~~

~~All our businesses, to a greater or lesser extent, are dependent on information technology. We either provide softwareand/or~~ internet services to our customers or we use complex IT systems and products to support our business activities, particularly in Interactive Data and business information publishing, back-office processing and infrastructure.

We face several technological risks associated with software product development and service delivery in our educational businesses, information technology security (including virus and hacker attacks),~~e-commerce,~~ enterprise resource planning system implementations and upgrades. The failure to recruit and retain staff with relevant skills may constrain our ability to grow as we combine traditional publishing products with online and service offerings.

~~Operational disruption to our business caused by a major disaster and/or external threats could restrict our ability to supply products and services to our customers.~~

Across all our businesses, we manage complex operational and logistical arrangements including distribution centers, data centers and large office facilities as well as relationships with third party print sites. We have also outsourced some support functions, including IT, to third party providers. Failure to recover from a major disaster, (e.g. fire, flood etc) at a key facility or the disruption of supply from a key third party vendor or partner (e.g. due to bankruptcy) could restrict our ability to service our customers. Similarly external threats, such as a flu pandemic, terrorist attacks, strikes, weather etc, could all affect our business and employees, disrupting our daily business activities.

~~A major data privacy breach may cause reputational damage to our brands and financial loss.~~

Across our businesses we hold large volumes of personal data including that of employees, customers and, in our assessment businesses, students and citizens. Failure to adequately protect personal data could lead to penalties, significant remediation costs, reputational damage, potential cancellation of some existing contracts and inability to compete for future business.

~~Investment returns outside our traditional core US and UK markets may be lower than anticipated.~~

To take advantage of international growth opportunities and to reduce our reliance on our core US and UK markets we are increasing our investments in a number of emerging markets, some of which are inherently more risky than our traditional markets. Political, economic, currency, reputational and corporate governance risks (including fraud) as well as unmanaged expansion are all factors which could limit our returns on investments made in these markets.

~~Failure to generate anticipated revenue growth, synergies and/or cost savings from acquisitions could lead to goodwill and intangible asset impairments.~~ethical risk.

We ~~continually acquire~~consider social, environmental and ~~dispose~~ethical (SEE) risks no differently to the way we manage any other business risk. Our 2009 risk assessment did not identify any significant under-managed SEE risks, nor have any of ~~businesses to achieve~~ our ~~strategic objectives. In 2007/08 we made two relatively large acquisitions, i.e. Harcourt Assessment~~most important SEE risks, many concerned with reputational risks, changed year on year. These are: journalistic/author integrity, ethical business behaviour, intellectual copyright protection, compliance with UN Global Compact standards, environmental impact, people and ~~Harcourt Education International for $950m and eCollege for $491m.~~data privacy.

~~Acquired goodwill and intangible assets could be impaired if we are unable to generate the anticipated revenue growth, synergiesand/or~~ ~~cost savings associated with these or other acquisitions.~~

~~Our reported earnings and cash flows may be adversely affected by changes in our pension costs and funding requirements.~~

We operate a number of pension plans throughout the world, the principal ones being in the UK and US. The major plans are self-administered with the plans’ assets held independently of the Group. Regular valuations, conducted by independent qualified actuaries, are used to determine pension costs and funding requirements. As these assets are invested in volatile capital markets, the plans may require additional funding from us, which could have an adverse impact on our results.

It is our policy to ensure that each pension plan is adequately funded, over time, to meet its ongoing and future liabilities. Our earnings and cash flows may be adversely affected by the need to provide additional funding to eliminate pension fund deficits in our defined benefit plans. Our greatest exposure relates to our UK defined benefit pension plan, which is valued once every three years. Pension fund deficits may arise because of inadequate investment returns, increased member life expectancy, changes in actuarial assumptions and changes in pension regulations, including accounting rules and minimum funding requirements.

A full valuation of our UK defined benefit pension plan will be carried out during 2009. Any additional funding requirements will be evaluated on completion of this actuarial review and any additional contributions required are unlikely to be made until 2010.

As with any international business our earnings can be materially affected by exchange rate movements. We are particularly exposed to movements in the US dollar to sterling exchange rate as approximately 60% of our revenue is generated in US dollars. Sales for 2008, translated at 2007 average rates, would have been £4,491m or 7% lower.

~~This is primarily a currency translation risk (i.e. non-cash flow item), and not a trading risk (i.e. cash flow item) as our currency trading flows are relatively limited.~~

Pearson generates approximately 60% of its sales in the US and each 5¢ change in the average £:$ exchange rate for the full year (which in 2008 was £1:$1.85) would have an impact of approximately 1p on adjusted earnings per share and affect shareholders’ funds by approximately £100m.

~~Changes in our tax position can significantly affect our reported earnings and cash flows.~~

~~Changes in corporate tax ratesand/or~~ ~~other relevant tax laws in the UKand/or~~ ~~the US could have a material impact on our future reported tax rateand/or~~ ~~our future tax payments.~~


ITEM 4.	*INFORMATION ON THE COMPANY*

Pearson plc

Pearson plc, (Pearson) is an international media and education company with its principal operations in the education, business information and consumer publishing markets. We create and manage intellectual property, which we promote and sell to our customers under well-known brand names, to inform, educate and entertain. We deliver our content in a variety of forms and through a variety of channels, including books, newspapers and online services. We increasingly offer services as well as content, from test creation, administration and processing to teacher development and school software. Though we operate in more than 6070 countries around the world, today our largest markets are the US (59% of sales) and Europe ~~(25%~~(21% of sales) on a continuing basis.

Pearson was incorporated and registered in 1897 under the laws of England and Wales as a limited company and re-registered under the UK Companies Act as a public limited company in 1981. We conduct our operations primarily through our subsidiaries and other affiliates. Our principal executive offices are located at 80 Strand, London WC2R 0RL, United Kingdom (telephone: +44 (0) 20 7010 2000).

Overview of operating divisions

Pearson consists of three major worldwide businesses:

Pearson Educationis ~~the world’s leading education company, providing educational materials, technologies, assessments and related services to teachers and students of all ages. It is also~~ a leading provider of ~~electronic~~educational materials and learning ~~programmes and of~~technologies. It provides test development, processing and scoring services to governments, educational institutions, corporations and professional bodies around the world. It publishes across the curriculum and provides a range of education services including teacher development, educational software and system-wide solutions. In ~~2008,~~2010, Pearson Education operated through three worldwide segments, which we refer to as “North American Education”, “International Education” and “Professional”:

The FT Groupprovides business and financial news, data, comment and analysis, in print and online, to the international business community. ~~It has two major parts:~~The FT Group includes theFinancial Times newspaper and FT.com website, a range of specialist financial magazines and online services, and Mergermarket, which provides proprietary forward-looking insights and intelligence to businesses and financial institutions. During the year Pearson sold its 61% interest in Interactive Data, previously part of the FT Group.


	•	~~FT Publishing includes the globally focused~~~~Financial Times~~ newspaper and FT.com website, a range of specialist financial magazines and online services, and Mergermarket, which provides proprietary forward-looking insights and intelligence to businesses and financial institutions.

	•	Interactive Data provides specialist financial data to financial institutions and retail investors. Pearson owns a 62% interest in Interactive Data, which is publicly listed on the New York Stock Exchange (NYSE:IDC).

The FT Group also has a 50% ownership stake in both The Economist Group and FTSE International.

The Penguin Groupis one of the ~~most famous brands in book publishing.~~world’s leading consumer publishing businesses and an iconic global brand. We publish the works of many authors in an extensive portfolio of fiction, non-fiction and reference titles under imprints including Penguin, Hamish Hamilton, Putnam, Berkley, and Dorling Kindersley.

Our strategy

~~Over the past decade, we have set out~~Our goal is to ~~become~~be the world’s leading ~~‘education’ company. Our objective is~~‘learning’ company, and to help people make progress in their lives through ~~more knowledge~~learning, wherever and whenever they are learning — ~~to help them ‘live~~young or old; at home, school or at work; and ~~learn’.~~through whatever medium and style of learning is most effective.

~~Our goal is~~We aim to produce consistent growth on three key financial measures — ~~adjusted~~ earnings per share, cash flow and return on invested capital — which we believe ~~those~~ are, together, good indicators that we are building long-term value of Pearson.

To achieve this goal, our strategy has four parts, common to all our businesses:

		services which is more than double the total five years ago.
		~~services, and these are many of our fastest-growing businesses. Digital services of one kind or another are fundamental to every part of Pearson today.~~


	•	International ~~markets: Though we currently generate approximately 60% of our sales~~expansion: Pearson has market leading positions in major developed economies, particularly the US, ~~our brands, content~~UK and ~~technology travel well. All parts of Pearson operate~~Western Europe. We are already present in ~~most developed markets~~more than 70 countries and we are ~~also~~ investing ~~in selected~~to become a much larger global company, with particular emphasis on emerging markets, ~~where~~such as China, India, Africa and Latin America. Over the ~~demand for information and education is growing particularly fast. Our~~past 5 years our ‘international’ (meaning ‘outside North America’) education business ~~for example,~~ has ~~almost doubled its~~grown sales ~~over the past five years. Five years ago, it accounted for 8%~~at an average annual rate of ~~Pearson’s profits; today it is approaching 20%.~~18% through strong organic growth and acquisitions.

	•	Efficiency: The businesses of Pearson have a lot in common, in costs, assets, and activities. Pooling those makes the company stronger and more efficient. It also allows our businesses to learn from each other and to collaborate to save money. On that basis we have invested for efficiency through savings in our individual businesses and through a strong ~~centralised~~centralized operations structure. We are integrated in many areas where our businesses share the same needs — purchasing, warehousing, distribution, facilities and real estate, project management, people resources, finance and accounting, and transactions. Over the past five years, we have increased our adjusted operating profit margins from ~~10.6%~~12.7% to ~~15.8%~~15.1% and reduced average working capital as a percentage of sales from ~~29.4%~~26.3% to ~~26.1%, freeing up cash for further investment.~~20.1%. Adjusted operating profit is a key financial measure used by management to evaluate performance and allocate resources to our business segments. See “Item 5. Operating and Financial Review and Prospects”.

Operating divisions

Pearson Education

Pearson Education is one of the largest publishers of textbooks and online teaching ~~materials.~~materials, and provider of assessment services. It serves the growing demands of teachers, students, parents and professionals throughout the world for stimulating and effective education programs in print and online.

We report Pearson Education’s performance in the three segments: North American Education, International Education, and Professional. In ~~2008,~~2010, Pearson Education had sales of ~~£3,112m~~£4,207m or ~~65% (63%~~74% (74% in ~~2007)~~2009) of Pearson’s ~~total. Of these, approximately 60% were generated in North America and approximately 40% in the rest of the world.~~total continuing sales. Pearson Education generated ~~60%~~78% of Pearson’s continuing operating profit.

North American Education

Our North American Education business serves educators and students in the USA and Canada from early education through elementary, middle and high schools and into higher education with a wide range of products and services: curriculum textbooks and other learning materials; student assessments and testing services; and education technologies. Pearson has a leading position in each of these areas and a distinctive strategy of connecting those parts to support institutions and personalize learning. ~~In 2008 we began to integrate~~We have now integrated our North American School and Higher Education companies, which we believe will bring significant opportunities to develop growth businesses, to share investments and technologies and to gain further efficiencies.

Our North American School business contains a unique mix of publishing, testing and technology products for the elementary and secondary school markets, which are increasingly integrated. The major customers of this business are state education boards and local school districts. The business publishes high quality curriculum programmes for school students, at both elementary and secondary level, under a number of imprints including Pearson Scott Foresman and Pearson Prentice Hall. We also provide digital instructional solutions under Pearson Digital Learning, such as enVisionMATH and Miller-Levine Biology. The business also provides student information, assessment, reporting and business solutions (Pearson School Systems), which enables elementary and secondary schools and school districts to record and manage information about student attendance and performance.

Our school testing business is the leading provider of test development, processing and scoring services to US states and the federal government. Its capabilities have been further enhanced through the integration of the ~~recently acquired~~ Harcourt Assessment business. We are also a leading provider of electronic learning programs for schools, and of ‘Student Information Systems’ technology which enables elementary and secondary schools and school districts to record and manage information about student attendance and performance.

Our North American Higher Education business is the largest publisher of textbooks and related course materials for colleges and universities in the US. We publish across all of the main fields of study with imprints such as Pearson Prentice Hall, Pearson Addison Wesley, Pearson Allyn & Bacon, Pearson Benjamin Cummings and ~~Benjamin Cummings.~~Pearson Longman. Typically, professors or other

instructors select or ‘adopt’ the ~~text books~~textbooks and online resources they recommend for their students, which students then purchase either in a bookstore or online. Today the majority of our textbooks are accompanied by online services which include homework and assessment tools, study guides and course management systems that enable professors to create online courses. We have also introduced new formats such as downloadable audio study guides and electronic textbooks which are sold on subscription. In addition, we have a fast-growing custom publishing business which works with professors to produce textbooks and online resources specifically adapted for their particular course.

See “Item 5 Operating and Financial Review and Prospects — Results of Operations — Year ended December 31, ~~2008~~2010 compared to year ended December 31, ~~2007~~2009 — Sales and operating profit by division — North American Education” for a discussion of developments during ~~2008~~2010 with respect to this division.

International Education

Our International Education business covers all educational publishing and related services outside North America.

Our International schools business publishes educational materials in local languages in a number of countries. We are one of the world’s leading providers of English Language Teaching (ELT) materials for children and adults, published under the well-known Longman imprint. ~~We bolstered~~In 2009 we strengthened our position further in international markets through the ~~recent~~ acquisition of Wall Street English, a chain of premium English language schools in China, and investment in vocational training and online learning in India, and in 2010 through the ~~Harcourt Education International~~acquisition of Wall Street Institute, providing premium spoken English training for adults in 25 territories across Asia, Europe, the Middle East and Latin America, and Sistema Educacional Brasileiro’s schools learning systems business.

~~Outside North America, our~~Our International higher education business adapts our textbooks and technology services for individual markets, and we have a growing local publishing program, with our key markets including the UK, Benelux, Mexico, Germany, Hong Kong, Korea, Taiwan, Singapore, Japan and Malaysia.

We are also a leading provider of testing, assessment and qualification services in a number of key markets including, the UK under the brand name Edexcel, Australia, New Zealand, South Africa, Hong Kong and the Middle East.

See “Item 55. Operating and Financial Review and Prospects — Results of Operations — Year ended December 31, ~~2008~~2010 compared to year ended December 31, ~~2007~~2009 — Sales and operating profit by division — International Education” for a discussion of developments during ~~2008~~2010 with respect to this division.

Professional

~~Following the disposal of Government Solutions in 2007 and Data Management in 2008, our~~Our Professional education business is focused on publishing, ~~and other learning programmes for professionals in business and technology, and on~~training, testing and ~~certifying adults to become~~certification for professionals. Over the past five years we have significantly re-orientated our professional publishing business towards long-term growth markets and built professional testing into a profitable industry leader.

Our Professional education business publishes under the following imprints: Addison Wesley Professional, Prentice Hall ~~PTR~~ and Cisco Press (for IT professionals); Peachpit Press and New Riders ~~Press~~ (for graphics and design professionals); ~~Que/~~Que and Sams (consumer and professional imprint); and ~~Prentice~~Financial Times-Prentice Hall ~~Financial Times and Wharton School Publishing~~ (for the business education market).

Our professional testing business, Pearson VUE, manages major long-term contracts to provide qualification and assessment services through its network of test centers around the world. Key customers include major technology companies, the Graduate Management Admissions Council, NCLEX, the Financial Industry Regulatory Authority and the UK’s Driving Standards Agency.

Our professional training business has developed over the year with the acquisition of Melorio plc, a vocational training group.

See “Item 55. Operating and Financial Review and Prospects — Results of Operations — Year ended December 31, ~~2008~~2010 compared to year ended December 31, ~~2007~~2009 — Sales and operating profit by division — Professional” for a discussion of developments during ~~2008~~2010 with respect to this division.

The FT Group

The FT Group provides a broad range of data, analysis and services to an audience of internationally-minded business people and financial institutions. In ~~2008,~~2010, the FT Group had sales of ~~£796m,~~£403m, or ~~16%~~7% of Pearson’s total continuing sales ~~(16%~~(7% in ~~2007)~~2009), and contributed ~~26%~~8% of Pearson’s operating ~~profit.~~profit from continuing operations.

~~It has two major parts:~~ FT ~~Publishing, a combination of~~Group comprises theFinancial Times, FT.com website, and a portfolio of financial magazines and online financial information ~~companies; and~~companies. During the year Interactive Data, our ~~62%~~61%-owned financial information ~~company. In recent years the~~company was sold and has been reclassified as a discontinued operation.

The FT Group has significantly shifted its business towards digital, subscription and ~~subscription revenues.~~

~~FT Publishing~~content revenues and has continued to invest in talent and in services in faster growing emerging markets.

TheFinancial Timesis one of the world’s leading international daily business newspapers, with five editions in the UK, Europe, Middle East and Africa, the US and Asia.

Its main sources of revenue are from sales of the newspaper, advertising and conferences. TheFinancial Timesis complemented by FT.com which sells content and advertising online, and which charges subscribers for detailed industry news, comment and analysis, while providing general news and market data to a wider audience. The new FT.com access model was successfully introduced in 2007 and is based on frequency of use and is intended to drive usage and accelerate advertising growth, while providing greater value and services to its premium paying customers.

FT Business publishes specialist information on the retail, personal and institutional finance industries through titles includingInvestors Chronicle,Money Management,Financial AdviserandThe Banker.

Mergermarket, our online financial data and intelligence provider, provides early stage proprietary intelligence to financial institutions and corporates. Its key products includeMergermarket,Debtwire,dealReporter,WealthmonitorandPharmawire~~(which was launched in 2007)~~.

See “Item 55. Operating and Financial Review and Prospects — Results of Operations — Year ended December 31, ~~2008~~2010 compared to year ended December 31, ~~2007~~2009 — Sales and operating profit by division — FT ~~Publishing”~~Group” for a discussion of developments during ~~2008~~2010 with respect to this division.

~~Interactive Data~~

Interactive Data is a leading provider of financial market data, analytics and related services to financial institutions, active traders and individual investors. The company’s customers use its offerings to support their portfolio management and valuation, research and analysis, trading, sales and marketing, and client service activities. We own 62% of Interactive Data; the remaining 38% is publicly traded on the NYSE (for more information see NYSE:IDC).

See “Item 5 Operating and Financial Review and Prospects — Results of Operations — Year ended December 31, 2008 compared to year ended December 31, 2007 — Sales and operating profit by division — Interactive Data” for a discussion of developments during 2008 with respect to this division.

~~Les Echos~~

~~The sale of Les Echos to LVMH for €240m (£174m) was completed in December 2007.~~

Joint Ventures and Associates

The FT Group also has a number of associates and joint ventures, including:


	•	50% interest in The Economist Group, publisher of one of the world’s leading weekly business and current affairs magazines.

	•	50% interest in FTSE International, a joint venture with the London Stock Exchange, which publishes a wide range of global indices, including the FTSE index.


	•	50% interest inBusiness DayandFinancial Mail, publishers of one of South Africa’s leading financial newspapers and magazines.

	•	33% interest inVedomosti,a leading Russian business newspaper.

On March 27, 2008, Financial Times International Publishing Ltd sold its 50% partnership interest in Financial Times Deutschland GmbH & Co KG to Gruner & Jahr AG & Co KG.

The Penguin Group

Penguin is one of the most famous brands in book publishing. It publishes over 4,000 fiction and non-fiction books each year, on paper, screens and in audio formats for readers of all ages, and has an extensive range of backlist and frontlist titles including top literary prize winners, classics, reference volumes and children’s titles.

Penguin ~~ranks~~operates around the world through a series of connected national publishing houses. It publishes under a number of well known imprints including Putnam, Viking, Allen Lane, Hamish Hamilton, Berkley, Dorling Kindersley, Puffin and Ladybird. Penguin combines a longstanding commitment to local publishing with a

determination to benefit from its worldwide scale, a globally recognized brand and growing demand for books in ~~the top three consumer publishers, based on sales~~emerging markets. Its largest businesses are in ~~all major English speaking and related markets, including~~ the US, the UK, Australia, Canada, Ireland, India, South Africa and ~~India.~~New Zealand.

~~Penguin is well known for its iconic Penguin brand, but it also publishes under many other imprints including, Hamish Hamilton, Putnam, Berkley, Dorling Kindersley, Puffin, and Ladybird.~~ In ~~2008,~~2010, Penguin had sales of ~~£903m,~~£1,053m, representing 19% of Pearson’s total continuing sales ~~(21%~~(19% in ~~2007)~~2009) and contributed ~~13%~~14% of Pearson’s operating ~~profit.~~profit from continuing operations. Its largest market is the US, which generated around ~~57%~~59% of Penguin’s sales in ~~2008. The~~2010. Penguin ~~Group~~ earns around ~~98%~~93% of its revenues from the sale of hard cover and paperback books. The balance comes from audio books ande-books.

Penguin sells directly to bookshops and through wholesalers. Retail bookshops normally maintain relationships with both publishers and wholesalers and use the channel that best serves the specific requirements of an order. It also sells through online retailers such as Amazon.com, as well as Penguin’s own website. Penguin also sells direct to the customer via digital sales agents.

See “Item 55. Operating and Financial Review and Prospects — Results of Operations — Year ended December 31, ~~2008~~2010 compared to year ended December 31, ~~2007~~2009 — Sales and operating profit by division — The Penguin Group” for a discussion of developments during ~~2008~~2010 with respect to this division.

Operating cycles

Pearson determines a normal operating cycle separately for each entity/cash generating unit within the Group with distinct economic characteristics. The “normal operating cycle” for each of the Group’s education businesses is primarily based on the expected period over which the educational programs and titles will generate cash flows, and also takes account of the time it takes to produce the educational programs.

Particularly for the North American Education businesses, there are well established cycles operating in the market:


	•	The School market is primarily driven by an adoption cycle in which major state education boards ‘adopt’ programs and provide funding to schools for the purchase of these programs. There is an established and published adoption cycle with new adoptions taking place on average every 5 years for a particular subject. Once adopted, a program will typically sell over the course of the subsequent 5 years. The Company renews its pre-publication assets to meet the market adoption cycles. Therefore the operating cycle naturally follows the market cycle.

	•	The Higher Education market has a similar pattern, with colleges and professors typically refreshing their courses and selecting revised programs on a regular basis, often in line with the release of new editions or new technology offerings. The Company renews its pre-publication assets to meet the typical demand for new editions of, or revisions to, educational programs. Analysis of historical data shows that the average life cycle of Higher Education content is up to 5 years. Again the operating cycle mirrors the market cycle.

A development phase of typically 12 to 18 months for Higher Education and up to 24 months for School precedes the period during which the Company receives and delivers against orders for the products it has developed for the program.

The International Education markets operate in a similar way although often with less formal ‘adoption’ processes.

The operating cycles in respect of Professional and the Penguin segment are more specialized in nature as they relate to educational or heavy reference products released into smaller markets (e.g. the financial training, IT and travel sectors). Nevertheless, in these markets, there is still a regular cycle of product renewal, in line with demand which management monitor. Typically the life cycle is 5 years for Professional content and up to 4 years for Penguin content. Elsewhere in the Group operating cycles are typically less than one year.

Competition

All of Pearson’s businesses operate in highly competitive environments.

Pearson Education competes with other publishers and creators of educational materials and services. These companies include large international companies, such as McGraw-Hill and Houghton Mifflin Harcourt, alongside smaller niche players that specialize in a particular academic discipline or focus on a learning technology.

Competition is based on the ability to deliver quality products and services that address the specified curriculum needs and appeal to the school boards, educators and government officials making purchasing decisions.

The FT ~~Publishing~~Group competes with newspapers and other information sources, such as The Wall Street Journal, by offering timely and expert journalism and market intelligence. It competes for advertisers with other forms of media based on the ability to offer an effective means for advertisers to reach their target audience. Interactive Data competes with Bloomberg and Thomson Reuters on a global basis for the provision of financial data to the back office of financial institutions. In Europe, Telekurs is also a direct competitor for these services. Smaller, more specialized vendors also compete with Interactive Data in certain market segments and in certain geographic areas.

The Penguin Group competes with other publishers of fiction and non-fiction books. Principal competitors include Random House, HarperCollins, and Hachette Group. Publishers compete by developing a portfolio of books by established authors and by seeking out and promoting talented new writers.

Intellectual property

Our principal intellectual property assets consist of our trademarks and other rights in our brand names, particularly theFinancial Timesand the various imprints of Penguin and Pearson Education, as well as all copyrights for our content and our patents held in the testing business in the name of Pearson NCS. We believe we have taken all appropriate available legal steps to protect our intellectual property in all relevant jurisdictions.

Raw materials

Paper is the principal raw material used by each of Pearson Education, the FT Group and the Penguin Group. We purchase most of our paper through our Global Sourcing department located in the United States. We have not experienced and do not anticipate difficulty in obtaining adequate supplies of paper for our operations, with sourcing available from numerous suppliers. While local prices fluctuate depending upon local market conditions, we have not experienced extensive volatility in fulfilling paper requirements. In the event of a sharp increase in paper prices, we have a number of alternatives to minimize the impact on our operating margins, including modifying the grades of paper used in production.

Government regulation

The manufacture of certain of our products in various markets is subject to governmental regulation relating to the discharge of materials into the environment. Our operations are also subject to the risks and uncertainties attendant to doing business in numerous countries. Some of the countries in which we conduct these operations maintain controls on the repatriation of earnings and capital and restrict the means available to us for hedging potential currency fluctuation risks. The operations that are affected by these controls, however, are not material to us. Accordingly, these controls have not significantly affected our international operations. Regulatory authorities may have enforcement powers that could have an impact on us. We believe, however, that ~~we have taken and~~

~~continue to take measures to comply with all applicable laws and governmental regulations~~ in light of the ~~jurisdictions where we operate so that~~nature of our business the risk of these sanctions does not represent a material threat to us.

Licenses, patents and contracts

We are not dependent upon any particular licenses, patents or new manufacturing processes that are material to our business or profitability. Likewise, we are not materially dependent upon any contracts with suppliers or customers, including contracts of an industrial, commercial or financial nature.

Legal Proceedings

We and our subsidiaries are ~~defendants in a number of legal proceedings including,~~ from time to time ~~government and arbitration~~the subject of legal proceedings ~~which are~~ incidental to the nature of our and their operations. These may include private litigation or arbitrations, governmental proceedings and investigations by regulatory bodies. We do not currently expect that the outcome of pending proceedings or investigations, either individually or in ~~the~~ aggregate, will have a significant effect on our financial position or profitability nor have any such proceedings had ~~any~~ such effect in the recent past. To our knowledge, there are no material proceedings in which any member of senior management or any of our affiliates is a party adverse to us or any of our subsidiaries or in respect of which any of those persons has a material interest adverse to us or any of our subsidiaries.

Recent developments

~~During 2008 Pearson’s International~~On November 22, 2010, the Group announced the proposed acquisition of a 75% stake in CTI Education ~~business announced its intention to increase its stakes in Longman Nigeria from 29% to 51% for £9m and Maskew Miller Longman (its~~Group, a leading South African ~~publishing business) from 50% to 85%. Under~~education company for £31m. As at the ~~terms~~end of the Maskew Miller Longman agreement, Pearson intends to create a new Southern Africa business and in return for the increased stake in Maskew Miller Longman our current joint venture partner will receive £46m in cash and a 15% interest in Pearson’s Heinemann and Edexcel businesses in that region.

~~In addition Pearson’s International Education business also announced the~~December 2010 this acquisition ~~of Fronter, a European online learning company based in Oslo, for £16m. The Longman Nigeria acquisition~~had not been completed ~~in early January 2009 and the Fronter acquisition in February 2009. The Maskew Miller Longman transaction~~but is expected to complete in the ~~second quarter~~first half of ~~2009 following regulatory approval.~~2011.

On January 18, 2011, the Group announced that it had agreed to increase it shareholding in Tutorvista, the Bangalore based tutoring services company, to a controlling 76% stake for a consideration of $127m.

On March 7, 2011, the Group and Education Development International plc (EDI) announced that they had reached agreement on the terms of a recommended cash offer to be made by Pearson for the entire issued share capital of EDI. The offer values EDI at approximately £112.7m. EDI is a leading provider of education and training qualifications and assessment services, with a strong reputation for the use of information technology to administer learning programmes and deliver on-screen assessments.

Organizational structure

Pearson plc is a holding company which conducts its business primarily through subsidiaries and other affiliates throughout the world. Below is a list of our significant subsidiaries as at December 31, ~~2008,~~2010, including name, country of incorporation or residence, proportion of ownership interest and, if different, proportion of voting power held.


		Percentage
		interest/voting
Name	Country of incorporation/residence	power

Pearson Education
Pearson Education Inc.	United States (Delaware)		100	%
Pearson Education Ltd.	England and Wales		100	%
Edexcel Ltd.	England and Wales		100	%
NCS Pearson Inc.	United States (Minnesota)		100	%
FT Group
The Financial Times Limited	England and Wales		100	%
Mergermarket Ltd.	England and Wales		100	%
~~Interactive Data Corporation~~	~~United States (Delaware)~~		62	%
The Penguin Group
Penguin Group (USA) Inc.	United States (Delaware)		100	%
The Penguin Publishing Co Ltd.	England and Wales		100	%
Dorling Kindersley Holdings Ltd	England and Wales		100	%

Property, plant and equipment

Our headquarters are located at leasehold premises in London, England. We own or lease approximately ~~900~~1,000 properties, including approximately ~~300 testing~~550 testing/teaching centers in more than 5070 countries worldwide, the majority of which are located in the United Kingdom and the United States.

~~All of the~~The properties owned and leased by us ~~are suitable for their respective purposes and are in good operating condition. These properties~~ consist mainly of offices, distribution centers and computer ~~testing~~testing/teaching centers.

The vast majority of our printing is carried out by third party suppliers. We operate ~~two~~a small digital print ~~operations~~operation as part of our Pearson Assessment & Testing businesses ~~one of~~ which ~~was sold as part of the February 2008 Data Management sale. These operations provide~~provides short-run andprint-on-demand products, typically custom client applications.

We own the following principal properties at December 31, ~~2008:~~2010:


General use of property	Location	Area in square feet

Warehouse/Office	Kirkwood, New York, USA		524,000
Warehouse/Office	Pittston, Pennsylvania, USA		406,000
Office	Iowa City, Iowa, USA		310,000
Warehouse/Office	Old Tappan, New Jersey, USA		210,112
Warehouse/Office	Cedar Rapids, Iowa, USA		205,000
Office	Southwark, London, UK		155,000
Office	Hadley, Massachusetts, USA		~~136,570~~137,070
Printing	Owatonna, Minnesota, USA		128,000

We lease the following principal properties at December 31, ~~2008:~~2010:


General use of property	Location	Area in square feet

Warehouse/Office	Lebanon, Indiana, USA		1,091,435
Warehouse/Office	Cranbury, New Jersey, USA		886,747
Warehouse/Office	Indianapolis, Indiana, USA		737,850
Warehouse/Office	San Antonio, Texas, USA		559,258
~~Warehouse/Office~~	~~Newmarket, Ontario, Canada~~		~~518,128~~
Office	Upper Saddle River, New Jersey, USA		474,801
Warehouse/Office	Rugby, UK		446,077
Office	New York City, New York, USA		~~430,738~~443,229
Office	London, UK		~~282,917~~282,923
Warehouse/Office	~~Harlow, UK~~Newmarket, Ontario, Canada		~~231,850~~278,912
Warehouse/Office	Austin, Texas, USA		226,076
Office	Boston, Massachusetts, USA		225,299
Warehouse	Scoresby, Victoria, Australia		197,255
Office	~~Boston, Massachusetts, USA~~		~~191,360~~	*
~~Office~~	Glenview, Illinois, USA		187,500
Warehouse/Office	Bedfordshire, UK		~~187,248~~186,570
Office	Bloomington, Minnesota, USA		153,240
Office	~~Parsippany, New Jersey,~~Boston, Massachusetts, USA		~~143,777~~138,112
Office	Harlow, UK		137,857
Office	Chandler, Arizona, USA		135,460
Warehouse/Office	Cedar Rapids, Iowa, USA		119,682
Office	New York City, New York, USA		~~116,039~~117,478
Warehouse	San Antonio Zomeyucan, Mexico		113,638
Office	London, UK		112,000
~~Warehouse~~	~~Cape Town, South Africa~~		~~111,259~~
Call Center	Lawrence, Kansas, USA		105,000


	*	~~Reduced to 53,248 square feet subsequent to year end~~

Capital Expenditures

See ~~Item~~“Item 5. ~~“Operating~~Operating and Financial Review and Prospects — Liquidity and Capital Resources” for description of the Company’s capital expenditure.

~~ITEM 4A.~~ ~~UNRESOLVED STAFF COMMENTS~~


ITEM 4A.	*UNRESOLVED STAFF COMMENTS*

The Company has not received, 180 days or more before the end of the ~~2008~~2010 fiscal year, any written comments from the Securities and Exchange Commission staff regarding its periodic reports under the Exchange Act which remain unresolved.

~~ITEM 5.~~ ~~OPERATING AND FINANCIAL REVIEW AND PROSPECTS~~


ITEM 5.	*OPERATING AND FINANCIAL REVIEW AND PROSPECTS*

The following discussion and analysis is based on and should be read in conjunction with the consolidated financial statements, including the related notes, appearing elsewhere in this Annual Report. The financial statements have been prepared in accordance with IFRS as issued by the IASB.

Where this discussion refers to constant currency comparisons, these are estimated by re-calculating the current year results using the exchange rates prevailing for the prior period. The increase or reduction in the value calculated is the estimate of impact of exchange rates. We believe this presentation provides a more useful period to period comparison as changes due solely to changes in exchange rates are eliminated.

General overview

Introduction

Sales from continuing operations increased from ~~£4,162m~~£5,140m in ~~2007~~2009 to ~~£4,811m~~£5,663m in ~~2008,~~2010, an increase of ~~16%~~10%. ~~The majority of the increase was in the North American and International Education businesses which benefited from acquisitions made in 2007 and 2008.~~ The year on year growth was ~~also significantly~~ impacted by exchange rates, in particular the US dollar. The average US dollar exchange rate in 2010 strengthened in comparison to sterling in ~~2008,~~2009, which had the effect of increasing reported sales in ~~2008~~2010 by ~~£320m~~£128m when compared to the equivalent figure at constant ~~2007~~2009 rates. When measured at constant ~~2007~~2009 exchange rates, all ~~of Pearson’s~~our businesses ~~reported year on year~~contributed to the growth. The International Education business in particular, benefited from acquisitions made in 2009 and 2010.

Reported operating profit increased by ~~18%~~20% from ~~£574m~~£619m in ~~2007~~2009 to ~~£676m~~£743m in ~~2008. Acquisitions and the~~2010. The relative strength of the US dollar contributed to this increase and operating profit would have been ~~£71m~~approximately £37m lower if translated at constant ~~2007~~2009 exchange rates. ~~When~~Again, when measured at constant rates, ~~the main contributors~~we saw contributions to the ~~increase were~~growth in operating profit from all our businesses as we benefited from the ~~International Education~~improved sales performance and ~~Interactive Data businesses which together with an increased contribution from acquisitions more than offset an increased charge for intangible amortization.~~cost efficiencies.

Profit before taxation in ~~2008~~2010 of ~~£585m~~£670m compares to a profit before taxation of ~~£468m~~£523m in ~~2007.~~2009. The increase of ~~£117m~~£147m reflects the improved operating performance and ~~reduced~~a reduction in net finance costs. Net finance costs ~~decreased~~reduced from ~~£106m~~£96m in ~~2007~~2009 to ~~£91m~~£73m in ~~2008.~~2010. The Group’s net interest payable decreased by ~~£6m~~£13m in ~~2008~~2010 as ~~although our fixed rate policy reduces the impact of changes in market interest rates,~~ we ~~were still able to benefit~~benefited from a fall in average interest rates on our floating-rate US dollar debt and ~~sterling interest rates during~~a decrease in our overall level of average net debt following the ~~year.~~receipt of proceeds from the sale of Interactive Data. Exchange losses of ~~£11m~~£7m in ~~2008~~2009 compare to a net exchange ~~loss~~gain of ~~£17m~~£9m in ~~2007.~~2010. The ~~losses~~gain in ~~2008~~2010 mainly ~~relate~~relates to exchange on new US borrowing raised in the ~~retranslation of foreign currency bank accounts together with other net~~year. In 2009, the charge mainly related to losses on ~~inter-company items.~~cross currency swaps. The ~~losses~~finance charge relating to post-retirement plans of £12m in ~~2007 principally relate~~2010 was the same as that in 2009.

On 29 July 2010, Pearson’s 61% share in Interactive Data Corporation was sold to ~~exchange losses~~Silver Lake Technology Management LLC (Silver Lake) and Warburg Pincus LLC (Warburg Pincus) for $2bn. The results of Interactive Data have been included as discontinued operations for the period to 29 July 2010 and in prior periods. Included in discontinued operations in 2010 is the gain on ~~legacy euro denominated debt held to hedge euro denominated proceeds from the~~ sale of ~~Les Echos. Partially offsetting interest payable~~Interactive Data of £1,037m and ~~exchange is finance income relating to post retirement plans~~the attributable tax charge of ~~£8m in 2008 compared to an income of £10m in 2007.~~

£306m. On February 22, 2008 the Group completed the sale of its Data Management business and this business has been included in discontinued operations for the period to February 22 in 2008, and ~~the full years~~ in ~~2007 and 2006.~~

In 2007, the Group completed the sale of its French newspaper business, Les Echos and its Government contracting business, Government Solutions. The results of Les Echos and Government Solutions have been shown as discontinued operations in the consolidated income statement for 2007 and 2006.prior periods.

Net cash generated from operations increased to ~~£894m~~£1,169m in ~~2008~~2010 from ~~£659m~~£1,012m in ~~2007.~~2009. The improved cash generation in ~~2008~~2010 was ~~partly~~ due to ~~exchange but also represents~~ strong cash ~~conversion of operating profits from all of the Pearson businesses. On~~collections, particularly in our education businesses and was helped by our transition to a more digital and service based business. This transition is also helping to reduce our working capital and on an average basis, the ratio of working capital to sales ~~deteriorated slightly in the year largely as a result of higher~~improved from 25.1% to 20.1%, also reflecting tight working capital ~~balances at new~~management and the favourable working capital profile of 2009 and 2010 acquisitions. Average working capital comprises the average of the monthly carrying values over the relevant 12 month period for inventory, pre-publication costs,

debtors and creditors. Net interest paid at ~~£76m~~£68m in ~~2008~~2010 was ~~£14m~~£19m below the previous year, as a result of the fall in overall net interest ~~charge in the income statement fell~~ and to the timing of interest payments ~~was more favorable.~~on the bond portfolio. Tax paid excluding the amounts paid on the Interactive Data disposal in ~~2008 remained consistent with the previous year at £89m~~2010 decreased to £85m compared to ~~£87m~~£103m in ~~2007.~~2009 as Interactive Data itself had been a significant tax payer. Net capital expenditure on property, plant and equipment after proceeds from sales increased to £76m in 2010 from ~~£72m~~£61m in ~~2007 to £73m in 2008.~~2009. The net cash outflow in respect of businesses acquired ~~decreased~~increased from ~~£472m~~£208m in ~~2007~~2009 to ~~£395m~~£535m in ~~2008~~2010 whilst the Interactive Data sale in 2010 raised proceeds of £734m net ~~proceeds from the disposal~~ of ~~businesses decreased from £469m~~tax paid. There were no disposals in ~~2007 to £111m in 2008.~~2009. Dividends from joint ventures and associates ~~decreased by £9m largely due to smaller special dividends received from the Economist~~were broadly flat year on year at £23m in ~~2008 compared to 2007.~~2010 against £22m in 2009. Dividends paid of ~~£285m~~£293m in ~~2008~~2009 (including ~~£28m~~£20m paid to ~~minority~~non-controlling interests) compares to ~~£248m~~£298m in ~~2007. After an unfavorable currency movement of £410m, overall~~2010 (including £6m paid to non-controlling interests). Overall net borrowings ~~increased~~decreased by ~~50%~~£662m from ~~£973m~~£1,092m at the end of ~~2007~~2009 to ~~£1,460m~~£430m at the end of ~~2008.~~2010 largely due to the proceeds from the Interactive Data sale and the strong cash collections.

Outlook

Over the past five years Pearson ~~achieved a strong performance~~has produced growth in ~~2008 against the backdrop of a sharp deterioration~~earnings and cash flow. We sustained our growth even in the ~~global economy. Though the company performed well,~~face of very tough economic and market conditions ~~became more difficult~~in recent years. We are planning for some of our ~~businesses as~~markets to remain weak in 2011, particularly those that depend on government spending and traditional print publishing business models. In addition, we face tough comparatives (especially in the ~~year went on.~~first half of the year) after our particularly strong competitive and financial performance in 2010.

~~In the fourth quarter, trading momentum remained strong for~~Even so, we have built a series of competitive advantages which should help us deliver another good year in 2011. These advantages include our ~~education business. The Financial Times Group continued to achieve good growth —~~sustained investment, digital leadership, educational effectiveness, positions in ~~particular at Interactive Data~~fast-growing economies and Mergermarket — but FT Publishing saw a decline in advertising revenues (which now account for 4% of Pearson’s sales). Consumer publishing markets in the US and the UK were challenging, but Penguin performed well in the key holiday selling season.

We are planning on the basis that the tough market conditions we saw for some of our businesses towards the end of 2008 are likely to persist throughout 2009. We expect to benefit from a range of early actions to revise products and supply lines, reduce costs and sustain investment.operating efficiency.

Pearson Education

In ~~Education,~~education, we ~~are planning for weak conditions in the US School publishing market but~~ expect to achieve continued growth in ~~our Testing, Higher Education~~2011. In North America, we see growth in higher education (despite slower enrolment rates) and assessment more than offsetting a slower year for the school publishing industry (the result of the lower new adoption opportunity and pressure on state budgets). Our International Education ~~businesses. We expect~~business will benefit from its rapidly-growing position in services, technology and developing economies, enabling it to grow again despite the ~~new US administration’s emphasis on education, reflected~~weak public spending environment in both the economic stimulus package and the focus on reform, to provide a significant boost to education institutions. The extent and timing of the impact on our business is unclear at this stage, so we have not included these factors in our guidance.some markets.

At the FT Group, we ~~anticipate continued strong~~are rapidly shifting our business model towards digital and subscription revenues. Advertising revenues remain unpredictable, but we see healthy demand for ~~high-quality analysis of global~~the FT’s premium content, especially in digital formats, and a recovery in business ~~finance, politics and economics; a tough year~~conditions for ~~advertising; strong renewal rates in our subscription businesses; and continued growth at Interactive Data.~~Mergermarket.

At Penguin will face another year of fast-changing industry conditions, driven by the rapid growth of both digital sales channels and digital books, and by the resulting pressures on physical bookstores. After a particularly strong competitive performance and financial results in 2010, we expect ~~another good competitive performance~~Penguin to perform in ~~challenging trading conditions for book publishers and booksellers.~~line with the overall consumer publishing industry this year, while we continue to adapt the business to these industry changes.

Sales information by operating division

The following table shows sales information for each of the past three years by operating division:


	Year Ended December 31						Year Ended December 31
	2008		2007		2006		2010		2009		2008
	£m		£m		£m		£m		£m		£m

Education:
North American		2,002		1,667		1,679		2,640		2,470		2,002
International		866		735		640		1,234		1,035		866
Professional		244		226		211		333		275		244
FT Group:
FT Publishing		390		344		280
Interactive Data		406		344		332
FT Group								403		358		390
Penguin		903		846		848		1,053		1,002		903

Total		4,811		4,162		3,990		5,663		5,140		4,405

Sales information by geographic market supplied

The following table shows sales information for each of the past three years by geographic region:


	Year Ended December 31						Year Ended December 31
	2008		2007		2006		2010		2009		2008
	£m		£m		£m		£m		£m		£m

European countries		1,217		1,102		1,003		1,205		1,081		1,092
North America		3,028		2,591		2,585		3,589		3,344		2,761
Asia Pacific		415		351		295		577		497		403
Other countries		151		118		107		292		218		149

Total		4,811		4,162		3,990		5,663		5,140		4,405

Exchange rate fluctuations

We earn a significant proportion of our sales and profits in overseas currencies, principally the US dollar. Sales and profits are translated into sterling in the consolidated financial statements using average rates. The average rate used for the US dollar was ~~$1.85~~£1:$1.54 in ~~2008, $2.00~~2010, £1:$1.57 in ~~2007~~2009 and ~~$1.84~~£1:$1.85 in ~~2006.~~2008. Fluctuations in exchange rates can have a significant impact on our reported sales and profits. In ~~2008,~~2010, Pearson generated 59% of its sales in the US ~~(2007:~~(2009: 61%; 2008: 59%~~; 2006: 61%~~). WeIn 2010 we estimate that a five cent change in the average exchange rate between the US dollar and sterling would have had an impact on our reported earnings per share of 1.3p and a five cent change in the closing exchange rate between the US dollar and sterling ~~in any year could affect our reported earnings per share by 1p and~~would have had an impact on shareholders’ funds byof approximately ~~£100m.~~£115m. See “Item 11. Quantitative and Qualitative Disclosures ~~About~~about Market Risk” for more information. The year-end US dollar rate for ~~2008~~2010 was £1:$~~1.44~~1.57 compared to £1:$~~1.99~~1.61 for ~~2007.~~2009. In terms of the year end rate, the weakening of sterling in comparison to the US dollar in ~~2008~~2010 was ~~much more~~less significant than the strengthening of sterling compared to the US dollar in the previous ~~years and~~year when the relatively ~~strong~~weak value of the US dollar had the effect of ~~increasing~~reducing shareholders’ funds. The net effect of movement in all currencies in ~~2008~~2010 was an increase in our shareholders’ funds of ~~£1,050m (see also note 29 of “Item 18. Financial Statements”).~~£173m. The year-end rate for the US dollar in ~~2007~~2009 was £1:$~~1.99~~1.61 compared to £1:$~~1.96~~1.44 for ~~2006.~~

2008. The comparative weakness of the US dollar, ~~was less significant in 2007 and the decrease in shareholders funds due to the US dollar was outweighed by the strength of other currencies principally the Canadian dollar and the Euro which~~ contributed to an overall ~~increase~~reduction in shareholders’ funds due to exchange movements of ~~£25m~~£388m in ~~2007.~~2009.

Critical accounting policies

Our consolidated financial statements, included in “Item 18. Financial Statements”, are prepared based on the accounting policies described in note 1 to the consolidated financial statements.

Certain of our accounting policies require the application of management judgment in selecting assumptions when making significant estimates about matters that are inherently uncertain. Management bases its estimates on historical experience and other assumptions that it believes are reasonable. These policies are described in note 1a(3) in “Item 18. Financial Statements”.

Results of operations

Year ended December 31, ~~2008~~2010 compared to year ended December 31, ~~2007~~2009

Consolidated results of operations

Sales

Our total sales from continuing operations increased by ~~£649m,~~£523m, or ~~16%~~10%, to ~~£4,811m~~£5,663m in ~~2008,~~2010, from ~~£4,162m~~£5,140m in ~~2007.~~2009. The increase reflected growth, on a constant exchange rate basis, ~~across~~at all ~~the~~of our businesses together with additional contributions from acquisitions made in both ~~2007~~2009 and ~~2008.~~2010. The year on year growth was impacted by movements in exchange rates, particularly in the US dollar. ~~2008~~2010 sales, translated at ~~2007~~2009 average exchange rates, would have been ~~£4,491m.~~£5,535m.

Pearson Education increased sales by ~~£484m~~£427m or ~~18%~~11% from ~~£2,628m~~£3,780m to ~~£3,112m.~~£4,207m. The North American, ~~business was the major contributor~~International and Professional businesses all contributed to the increase although the International Education business was helped by acquisitions made in 2009 and ~~although much~~2010 and the Professional business benefited from the acquisition of Melorio in 2010. A high proportion of the increase was also due to ~~exchange and a contribution from the Harcourt Assessment acquisition in 2008, we~~exchange. We estimate that after excluding acquisitions, ~~there was~~Pearson Education saw sales growth of 3%5% at constant last year exchange rates. The North American ~~Education~~ business saw strong growth ~~ahead~~in Higher Education which again out-performed the market which grew at 7.3% in 2010, according to the Association of American Publishers after benefiting from healthy enrolment growth and good demand for instructional materials. The North American publishing business also gained share in the US school curriculum market as this market returned to growth, benefiting from the stronger new adoption opportunity and in spite of the fact that state budgets remained under pressure. The US school publishing market ~~in its US Higher Education business and strong performances in state testing, catalogue tests and clinical assessment in its~~grew 3.2% according to the Association of American Publishers. Revenues at the US Assessment and Information ~~division. These businesses~~division were broadly level against 2009. State funding issues produced tough market conditions for our state assessment and teacher licensure testing businesses. This was offset ~~some decline~~by good growth in ~~the US School Curriculum business which faced a decline in the overall US school publishing market of 4.4% (source: Association of American Publishers).~~clinical and diagnostic assessments. International Education sales also ~~benefitted~~benefited from exchange and a contribution from the acquisitions of Sistema Educacional Brasileiro and Wall Street Institute in 2010 and a full year contribution from the ~~Harcourt Publishing acquisition~~2009 acquisitions of Wall Street English and Fronter and the increased shareholdings in ~~2007.~~Longman Nigeria and Maskew Miller Longman. After excluding the effect of acquisitions we estimate that there was growth of 2%6% at constant last year exchange ~~rates. Although there was good growth~~rates in the International ~~Publishing business, the loss of a key school testing contract held back growth in the International Assessment~~Education business. Professional sales increased in ~~2008~~2010 by ~~8% or 1% at~~21% although much of this increase was due to the contribution from Melorio, the UK vocational training business acquired in June 2010. In terms of constant last year exchange ~~rates. Growth~~rates and after taking out the acquisition of Melorio there was still good growth in professional testing and ~~certification was partially offset by some decline~~modest growth in the professional publishing ~~markets.~~business.

FT Group sales were ~~16%~~13% ahead of last year with growth at FT Publishing and Interactive Data. FT Publishing sales were up by 13% or 4% after excluding the contribution from acquisitions made in 2007 and 2008 and the effect of exchange. FT Publishing’s sales growth was driven by a shift toward subscription and service based revenues. The newspaper maintained circulation but advertising revenues fell by 3% as the advertising market weakened in the fourth quarter of 2008. Interactive Data sales were up by 18% (9% at constant last year exchange rates and before the contribution from acquisitions) driven by strong ~~sales~~growth at theFinancial Timeswith growth in digital readership and subscriptions, helped by good advertising growth in 2010. Mergermarket continued to ~~both existing~~benefit from an improvement in market conditions and its flexibility in adapting to new ~~institutional customers and the maintenance of~~client investment strategies which supported a recovery in renewal rates ~~at approximately 95% within~~and growth in new business revenues. An increase in global merger and acquisition activity benefited Mergermarket and dealReporter and continued volatility in debt markets helped sustain the ~~institutional services sector.~~strong performance of DebtWire.

Penguin’s sales were up 7%5% in ~~2008 (3% at constant last year exchange rates~~2010 and ~~before~~it gained share in its three largest markets, the ~~effect~~US, UK and Australia. Growth was also due to the very strong growth in ebooks which now account for 6% of ~~portfolio changes) as a result of a strong publishing performance in all its markets in a year where the business continued to publish bestsellers and win awards.~~Penguin revenues worldwide.

Pearson Education, our largest business sector, accounted for ~~65%~~74% of our continuing business sales in ~~2008 compared to 63% in 2007.~~2010 and 2009. North America continued to be the most significant source of our sales and as a proportion of total continuing sales contributed 63% in ~~2008~~2010 and ~~62%~~65% in ~~2007.~~2009.

Cost of goods sold and operating expenses

The following table summarizes our cost of sales and net operating expenses:


	Year Ended December 31						Year Ended December 31
	2008			2007			2010			2009
	£m			£m			£m			£m

Cost of goods sold		2,174			1,910			2,588			2,382

Distribution costs		198			202			298			275
Administration and other expenses		1,890			1,600			2,190			2,014
Other operating income		(102	)		(101	)		(115	)		(120	)

Total		1,986			1,701			2,373			2,169

Cost of goods sold. Cost of sales consists of costs for raw materials, primarily paper, printing and binding costs, amortization of pre-publication costs, royalty charges and ~~royalty charges.~~the cost of service provision in the assessment and testing business. Our cost of sales increased by ~~£264m,~~£206m, or ~~14%~~9%, to ~~£2,174m~~£2,588m in ~~2008,~~2010, from ~~£1,910m~~£2,382m in ~~2007.~~2009. The increase corresponds to the increase in sales with cost of sales at ~~45.2%~~45.7% of sales in ~~2008~~2010 compared to ~~45.9%~~46.3% in ~~2007.~~2009.

Distribution costs. Distribution costs consist primarily of shipping costs, postage and packing and ~~have typically declined as the business moves more to online delivery~~remain a fairly constant percentage of ~~products.~~sales.

Administration and other expenses. Our administration and other expenses increased by ~~£290m,~~£176m, or ~~18%~~9%, to ~~£1,890m~~£2,190m in ~~2008,~~2010, from ~~£1,600m~~£2,014m in ~~2007.~~2009. As a percentage of sales they ~~increased slightly to~~remained consistent at 39% in ~~2008 from 38% in 2007.~~2010 and 2009.

Other operating income. Other operating income mainly consists of freight recharges,sub-rights and licensing income and distribution commissions together with income from the sale of assets. Other operating income ~~remained fairly consistent at £102m~~decreased slightly to £115m in ~~2008~~2010 compared to ~~£101m~~£120m in ~~2007.~~2009.

Share of results of joint ventures and associates

The contribution from our joint ventures and associates increased ~~slightly~~ from ~~£23m~~£30m in ~~2007~~2009 to ~~£25m~~£41m in ~~2008.~~2010. The 2010 result included a one off profit relating to a stepped acquisition at FTSE of £12m. The majority of the remainder of the profit comes from our 50% interest in the Economist.

Operating profit

The total operating profit increased by ~~£102m,~~£124m, or ~~18%~~20%, to ~~£676m~~£743m in ~~2008~~2010 from ~~£574m~~£619m in ~~2007. 2008~~2009. 2010 operating profit, translated at ~~2007~~2009 average exchange rates, would have been ~~£71m~~£37m lower.

Operating profit attributable to Pearson Education increased by ~~£45m,~~£71m, or ~~12%~~14%, to ~~£406m~~£576m in ~~2008,~~2010, from ~~£361m~~£505m in ~~2007.~~2009. The increase was ~~mainly~~attributable to a strong performance in the US Higher Education business and in the International businesses and due to the positive impact of exchange ~~which offset the effect of increased intangible amortization~~ and ~~the cost of integrating Harcourt Assessment with the existing Assessment businesses.~~a contribution from acquisitions. Operating profit attributable to the FT Group increased by ~~£39m,~~£31m, or ~~28%~~100%, to ~~£179m~~£62m in ~~2008,~~2010, from ~~£140m~~£31m in ~~2007.~~2009. The increase reflects ~~exchange differences~~the improved profitability from digital businesses and ~~a contribution from new acquisitions but also reflects improved margins at Interactive Data which offset some reorganization costs at~~ the ~~Financial Times.~~pick up in advertising together with the one off profit recorded by FTSE referred to above. Operating profit attributable to ~~the~~ Penguin ~~Group~~ increased by ~~£18m,~~£22m, or ~~25%~~27%, to ~~£91m~~£105m in ~~2008,~~2010, from ~~£73m~~£83m in ~~2007. Although Penguin benefitted from exchange there~~2009. This increase was ~~also continued progress on margin improvement.~~due to the improved sales performance and improved margins partly due to charges relating to the reorganisation of the business in the UK in 2009.

Net finance costs

Net finance costs decreased from ~~£106m~~£96m in ~~2007~~2009 to ~~£91m~~£73m in ~~2008.~~2010. Net interest payable in ~~2008~~2010 was ~~£89m,~~£73m, down from ~~£95m~~£86m in ~~2007. Although our fixed rate policy reduces the impact of changes~~2009. The Group’s net interest payable decreased by £13m in ~~market~~2010, mainly due to a reduction in average interest rates ~~we were still able to benefit from a fall in average~~on our floating US dollar debt and ~~sterling interest rates during~~ the ~~year.~~effect of lower average levels of net debt following the receipt of proceeds from the sale of Interactive Data. Year on year, average three month LIBOR (weighted for the

Group’s net borrowings in US dollars and sterling at each year end) fell by ~~2.3%~~0.3% to ~~3.1%~~0.4%. This reduction in floating market interest rates ~~was partially offset by higher fixed bond coupons prevailing at~~drove the ~~time~~Group’s lower interest charge. However the low rates on deposited funds coupled with the impact on the calculation of ~~our 2008 bond issue. The overall result was a decrease~~significantly lower net debt, created an increase in the Group’s average net

interest ~~rate~~ payable of 5.3% to 7.9%. The Group’s average net debt fell by ~~1.4% to 5.9%. In 2008~~£681m, reflecting the ~~net finance income~~impact of the Interactive Data disposal. Finance charges relating to post-retirement plans ~~was an income of £8m compared to an income of £10m~~were £12m in ~~the previous year.~~both 2010 and 2009.

Other net finance costs relating to foreign exchange and short-term fluctuations in the market value of financial instruments included a net foreign exchange loss of ~~£11m~~£7m in ~~2008~~2009 compared to a ~~loss~~gain of ~~£17m~~£9 in ~~2007.~~2010. In ~~2008 the loss related to the retranslation of foreign currency bank overdrafts and a variety of inter-company items. In 2007~~2009 the loss mainly ~~related~~relates to losses on ~~Euro denominated debt used~~cross currency swaps and in 2010 the gain relates to ~~hedge~~exchange on new US dollar borrowing raised in the ~~receipt of proceeds from the sale of Les Echos.~~year. For a more detailed discussion of our borrowings and interest expenses see “— Liquidity and Capital Resources — Capital Resources” and “— Borrowings” below and “Item 11. Quantitative and Qualitative Disclosures ~~About~~about Market Risk”.

Taxation

The total tax charge in ~~2008~~2010 of ~~£172m~~£146m represents ~~29%~~22% of pre-tax profits compared to a charge of ~~£131m~~£146m or 28% of pre-tax profits in ~~2007.~~2009. Our overseas profits, which arise mainly in the US, are largely subject to tax at higher rates than the UK corporation tax rate ~~(28.5%~~(which had an effective statutory rate of 28% in ~~2008 compared to 30%~~2010 and in ~~2007)~~2009). Higher tax rates were partly offset by ~~releases from provisions reflecting continuing progress~~the recognition of tax losses and credits in ~~agreeing our tax affairs~~the year including pre-acquisition and capital losses that were utilised in connection with the ~~authorities.~~Interactive Data sale. The tax charge relating to that sale in July 2010 is included in the profit on discontinued businesses.

~~Minority interests~~Non-controlling interest

~~This~~The non-controlling interest in the income statement comprises mainly the ~~minority share in Interactive Data. Our~~publicly-held share of Interactive Data ~~remained at 62% throughout 2008, leaving~~for the ~~minority~~period to disposal in July 2010. There are also non-controlling interests in the Group’s businesses in South Africa, Nigeria, China and India although none of these are material to the Group numbers. The non-controlling interest ~~unchanged at 38%.~~in the Group’s newly acquired Brazilian business, Sistema Educacional Brasileiro, is expected to be bought out in the first half of 2011.

Discontinued operations

~~Discontinued operations relate~~On 29 July 2010, Pearson’s 61% share in Interactive Data Corporation was sold to ~~the disposal of Government Solutions (in February 2007), Les Echos (in December 2007), Datamark (in July 2007)~~Silver Lake and ~~the Data Management business (in February 2008).~~Warburg Pincus for $2bn. The results of ~~Government Solutions and Les Echos~~Interactive Data have been included inas discontinued operations ~~for 2007 and have been consolidated~~ up to the date of ~~sale. Operating profit for Government Solutions in 2007 was £2m and the loss~~sale on disposal after tax recorded in 2007 was £112m after a tax charge of £93m. Les Echos’ operating profit in 2007 amounted to £1m and the profit on sale recorded in 2007 was £165m. There was no tax payable on the Les Echos sale. Datamark was bought with the eCollege acquisition in 2007 and immediately sold. The only profit or loss recognized relating to Datamark was a £7m tax benefit arising from the taxable loss on sale. The Data Management business was included29 July 2010. Included in discontinued operations in ~~2007 and 2008. In 2007~~2010 is Interactive Data’s results for the operating profit before impairment charges was £12m compared to £nil in 2008. The Data Management business was formerly part of the Group’s Other Assessment and Testing cash-generating unit (CGU) and was carved out of this CGU in preparation for disposal. As a result, the Group recognized a goodwill impairment charge of £97m in 2007 in anticipation of the loss on disposal. The loss before tax on disposal in 2008 was £53m, mainly relatingseven months to the ~~cumulative translation adjustment. There was a~~date of sale, the gain on sale of £1,037m and the attributable tax charge of ~~£37m on~~£306m. The total profit from discontinued operations, after taking account of the ~~sale.~~above items, was £776m in 2010 compared to £85m in 2009.

Profit for the year

The profit for the financial year in ~~2008~~2010 was ~~£323m~~£1,300m compared to a profit in ~~2007~~2009 of ~~£310m.~~£462m. The overall increase of ~~£13m~~£838m was mainly due to the gain on sale of Interactive Data but also due to the improved operating performance ~~with a contribution from reduced~~and decrease in net finance costs. ~~Offsetting this was the increased tax charge and increased loss from the disposal of discontinued businesses.~~

Earnings per ordinary share

The basic earnings per ordinary share, which is defined as the profit for the financial year divided by the weighted average number of shares in issue, was ~~36.6p~~161.9p in ~~2008~~2010 compared to ~~35.6p~~53.2p in ~~2007~~2009 based on a weighted average number of shares in issue of ~~797.0m~~801.2m in ~~2008~~2010 and ~~796.8m~~799.3m in ~~2007.~~2009. The increase in earnings per share was due to the increase in profit for ~~2008~~2010 described above and was not significantly affected by the movement in the weighted average number of shares.

The diluted earnings per ordinary share of ~~36.6p~~161.5p in ~~2008~~2010 and ~~35.6p~~53.1p in ~~2007~~2009 was not significantly different from the basic earnings per share in those years as the effect of dilutive share options was again not significant.

Exchange rate fluctuations

The strengthening of the US dollar and other currencies against sterling on an average basis had a positive impact on reported sales and profits in ~~2008~~2010 compared to ~~2007. 2008~~2009. 2010 sales, translated at ~~2007~~2009 average exchange rates, would have been lower by ~~£320m~~£128m and operating profit, translated at ~~2007~~2009 average exchange rates, would have

been lower by £37m. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk” for a discussion regarding our management of exchange rate risks.

Sales and operating profit by division

The following tables summarize our sales and operating profit for each of Pearson’s business segments. Adjusted operating profit is a non-GAAP financial measure and is included as it is a key financial measure used by management to evaluate performance and allocate resources to business segments. See also note 2 of “Item 18. Financial Statements”.

In our adjusted operating profit we have excluded amortization of acquired intangibles and acquisition costs. The amortization of acquired intangibles is the amortization of intangible assets acquired through business combinations and acquisition costs are the direct costs of acquiring those businesses. Neither of these charges are considered to be fully reflective of the underlying performance of the Group. Other net gains and losses that represent profits and losses on the sale of subsidiaries, joint ventures, associates and other financial assets are excluded from adjusted operating profit as they distort the performance of the Group.

Adjusted operating profit enables management to more easily track the underlying operational performance of the Group. A reconciliation of operating profit to adjusted operating profit for continuing operations is included in the tables below:


	Year Ended December 31, 2010
	North American		International				FT		Interactive
£m	Education		Education		Professional		Group		Data		Penguin		Total

Sales		2,640		1,234		333		403		—		1,053		5,663
		47%		22%		6%		7%		—		18%		100%
Total operating profit		415		119		42		62		—		105		743
		56%		16%		6%		8%		—		14%		100%
Add back:
Other net gains and losses		—		10		—		(12)		—		—		(2)
Acquisition costs		1		7		2		1		—		—		11
Amortization of acquired intangibles		53		35		7		9		—		1		105

Adjusted operating profit: continuing operations		469		171		51		60		—		106		857
Adjusted operating profit: discontinued operations		—		—		—		—		81		—		81

Total adjusted operating profit		469		171		51		60		81		106		938

		50%		18%		5%		6%		9%		12%		100%


	Year Ended December 31, 2009
	North American		International				FT		Interactive
£m	Education		Education		Professional		Group		Data		Penguin		Total

Sales		2,470		1,035		275		358		—		1,002		5,140
		48%		20%		6%		7%		—		19%		100%
Total operating profit		354		109		42		31		—		83		619
		57%		18%		7%		5%		—		13%		100%
Add back:
Amortization of acquired intangibles		49		32		1		8		—		1		91

Adjusted operating profit: continuing operations		403		141		43		39		—		84		710
Adjusted operating profit: discontinued operations		—		—		—		—		148		—		148

Total adjusted operating profit		403		141		43		39		148		84		858

		47%		16%		5%		5%		17%		10%		100%

North American Education

North American Education sales increased by £170m, or 7%, to £2,640m in 2010, from £2,470m in 2009 and adjusted operating profit increased by £66m, or 16%, to £469m in 2010 from £403m in 2009. The results were affected by the relative strength of the US dollar, which we estimate increased sales by £53m and adjusted operating profit by £10m when compared to the equivalent figures at constant 2009 exchange rates. At constant exchange and after taking account of the contribution from acquisitions there was underlying growth in sales of 4% and profits of 12%. Growth was driven by the US Higher Education business.

The US School publishing market grew 3.2% in 2010, according to the Association of American Publishers. State budgets continue to be under pressure but the industry returned to growth, benefiting from the stronger new adoption opportunity this year (total opportunity of $800m in 2010 against $500m in 2009). The US School curriculum business gained share with a strong performance from enVisionMATH, our digital math curriculum. Successnet, our online learning platform for teachers and students which supports Pearson’s digital instruction, assessment and remediation programs, grew strongly, achieving almost 6 million registrations in 2010, up 33% on 2009, with the number of assessments taken through the system rising 53% to more than 8m. We continue to develop digital programs, platforms and mobile apps to boost achievement and to increase access and affordability. We successfully launched three major new school programs: digits(http://bit.ly/i9NcId), our digital middle school math program, which provides services for teachers including embedded assessment, differentiation of students and automation of administrative tasks; Writing Coach(http://www.phwritingcoach.com/) which is a blended print and online program that helps middle and high school students in writing and grammar with personalized assignments and grading; and Online Learning Exchange (www.onlinelearningexchange.com) which is an open education resource that allows teachers to create personalized digital learning programs using standards-based Pearson content as well as teacher-generated material. Poptropica (www.poptropica.com) is the largest virtual world for young children in the US with average monthly unique visitors growing by 40% to 8.1m from more than 100 countries and speaking more than 70 languages. Poptropica launched seven new islands and was the fifth most searched-for video game on Google.com in 2010. In September 2010 we acquired America’s Choice to boost Pearson’s services in school reform, a major focus of the US education department. America’s Choice brings together instruction, assessment, leadership development, professional development, coaching and ongoing consulting services.

Revenues at our US Assessment & Information division were broadly level against 2009. State funding pressures produced tough market conditions for our state assessment and teacher licensure testing businesses. This was offset by good growth in clinical and diagnostic assessments. We saw good profit growth at Assessment and Information as we benefited from a shift to premium products and further efficiencies generated from the integration of the Harcourt Assessment business. We renewed two important contracts, extending our long-standing relationships with the College Board to administer the SATs and with the Texas Education Agency to

administer state-wide student assessments. We continue to achieve strong growth in secure online testing, delivering 13.3 million secure online tests in 2010, up 41% over 2009. Our market leading student information systems business in the US continued to achieve rapid organic growth further boosted by the acquisition of Administrative Assistants Limited in 2010. We now support almost 16 million US students, an increase of 49% over 2009. We achieved strong growth with AIMSWEB, our progress monitoring service which enables early intervention and remediation for struggling students. AIMSWEB now supports almost four million students, an increase of more than 20%.

The US Higher Education publishing market grew 7.3% in 2010, according to the Association of American Publishers with the industry benefiting from healthy enrolment growth and good demand for instructional materials. Pearson gained share from its lead in technology and customisation. Our US Higher Education business has now grown faster than its industry for 12 consecutive years. The pioneering ‘MyLab’ digital learning, homework and assessment programs again grew strongly with student registrations up 32% to more than 7.3m in North America. We launched LearningStudio which provides a broad suite of learning management technologies including eCollege and Fronter. LearningStudio increased fully online enrolments by 54% to 8.3m in North America. Renewal rates remained high at approximately 90% by value.

Overall adjusted operating margins in the North American Education business were higher at 17.8% in 2010 compared to 16.3% in 2009 with the majority of the increase attributable to cost efficiencies and the relative success of higher margin digital products.

International Education

International Education sales increased by £199m, or 19%, to £1,234m in 2010, from £1,035m in 2009 and adjusted operating profit increased by £30m, or 21%, to £171m in 2010 from £141m in 2009. The sales results benefit from exchange gains and a full year contribution from acquisitions made in 2009.

The International Education business is active in more than 70 countries. More than 670,000 students outside America used our MyLab digital learning, homework and assessment programs, an increase of more than 40%. They included 150,000 users of our onlineEnglish-language products MyEnglishLabs and MyNorthStarLab, a 170% increase. Our eCollege learning management system won new contracts in Malaysia and Colombia. Our Fronter learning management system continued to grow strongly with unique registration rising more than 20% to 1.1 million students in more than 8,700 schools, colleges and universities around the world. Pearson Learning Solutions, which combines products and services from across Pearson to deliver a systematic approach to improving student performance, won new contracts in South Africa, Malta, Vietnam and the UK. During the year, the International Education business acquired Wall Street Institute (WSI), which provides premium spoken English training for adults, for $101m in cash. WSI has about 340 franchised learning centers in 25 territories in Asia, Europe, the Middle East and Africa. The acquisition reunites Wall Street Institute with Wall Street English, the Chinese arm of the company acquired by Pearson in 2009.

In the UK, BTEC, our flagship vocational qualification, attracted more than 1.4 million student registrations, up 28% on 2009. Registrations for our NVQ work-based learning qualification grew 45% to more than 165,000, and we introduced the BTEC Apprenticeship to serve the work-based learning market. We marked more than 5.4 million A/AS Level and GCSE and Diploma scripts in the2009-2010 academic year, with 90% now marked onscreen. Pearson marked and delivered 3.4 million tests in six weeks for the National Curriculum Tests at Key Stage 2. We established a new school improvement business in the UK, which will work with schools to help them train teachers, improve strategic planning and structure teaching methods.

In Italy, adoption of our Linx digital secondary science program increased three-fold, helping Pearson to grow strongly and become joint market leader for combined lower and upper secondary education. Linx is built around content from our North American science programs customized for the Italian market. We began to develop a broader range and depth of digital products and services, including teacher training, to personalize learning and increase educational effectiveness. In the Netherlands, we launched iPockets, the first fully digital Early English course for 4-8 year-olds in Primary Education. The course is 100% digital and subscription based and customized for the Dutch market.

In South Africa’s Western Cape province, we won a three-year contract to prepare, administer and report all Grade 9 student assessments. The tests focus on both individual student results and the systemic performance of

schools and districts. Pearson won new national contracts in Ethiopia, to supply 2.9 million Biology, Physics and English learning materials for Senior Secondary Grades 9 to 12. In Zimbabwe, we were awarded a contract by UNICEF to deliver 13.5 million textbooks to children in Grades 1 to 7 in Mathematics, Environmental Science, English, Shona and Ndebele.

We generated strong growth in the Gulf region in higher education with integrated technology products in Business & Economics and Science. Student enrolments at our Wall Street English schools in China increased by 27% and we announced plans to open 50 new English language centers in China over the next three to five years, adding to the 66 centers and schools already operating under the Wall Street English and Longman English brands

Pearson announced a strategic partnership with Sistema Educacional Brasileiro (SEB) in Brazil to provide services to its educational institutions and to acquire its school learning systems (“sistema”) business for $517m. A sistema is an integrated learning system incorporating curriculum design, teacher support and training, print and digital content, technology platforms, assessment and other services. SEB’s sistemas serve more than 450,000 students across both private and public schools. Our School Curriculum business grew strongly, particularly in Mexico, Colombia, Chile and Peru, as we continued to build our locally developed materials as well as Spanish language adaptations of US school programmes. There was strong growth of English Language Teaching materials across Latin America underpinned by performance in Brazil, Colombia, Argentina, Chile, Dominican Republic and Peru.

International Education adjusted operating margins improved slightly from 13.6% in 2009 to 13.9% in 2010.

Professional

Professional sales increased by £58m, or 21%, to £333m in 2010 from £275m in 2009. Adjusted operating profit increased by £8m or 19% to £51m in 2010, from £43m in 2009. Sales growth in the assessment and training businesses was strong and benefited from the acquisition of Melorio in June 2010.

In professional testing we continued to see good growth at Pearson VUE which administered more than 8 million tests in 2010, up 3% on 2009. Average revenues per test are increasing as we develop a broader range of services and enhance our systems and assessments to meet our customer’s needs. Pearson VUE renewed a number of major contracts including the Driving Standards Agency (DSA) of Great Britain and the Driver & Vehicle Agency (DVA) of Northern Ireland; Cisco; and Colorado Department of Regulatory Agencies. We also won a number of new contracts to deliver computer-based tests in the US, UK, UAE, Saudi Arabia, Egypt and Bahrain, covering the real estate, accountancy, legal, healthcare, skills and finance sectors.

In professional training, we acquired Melorio plc, one of the UK’s leading vocational training groups, for £98m, supporting our vocational education strategy by combining Melorio’s training delivery skills with our existing complementary strengths in educational publishing, technology and assessments. Melorio traded well in the second half of the year securing a number of large key contracts for training delivery, and successfully graduating and placing the largest IT graduate cohort in the history of the business. Our investment in systems, streamlining the course offering and training centres and back office integration are all on track.

Our Professional publishing business was level in 2010 with steady margins as strong growth in digital products and services offset continued challenging trading conditions in the retail market and a planned reduction in the number of print titles published. We launched online learning products with customisable content, assessment and personalised study paths and also delivered 450 hours of technical training through online subscriptions for the IT certification market. We developed applications for social networks and mobile devices to extend the reach and accessibility of our content and videos available within our Safari Books Online platform.

Overall adjusted operating margins in the Professional business were slightly lower at 15.3% in 2010 compared to 15.6% in 2009 as margins were impacted by the acquisition of Melorio.

FT Group

Sales at FT Group increased by £45m or 13%, from £358m in 2009 to £403m in 2010. Adjusted operating profit increased by £21m, from £39m in 2009 to £60m in 2010. The sales and profit increase is mainly from theFinancial Timeswhich saw increased demand for digital products and a pick up in advertising in the year. The Economist and other joint ventures and associates also contributed to the profit growth.

TheFinancial Timessaw strong and accelerating growth in digital readership with digital subscriptions up over 50% to 207,000, more than 1,000 direct corporate customers and registered users up 79% to more than 3 million. It generated over 900,000 downloads of FT apps on mobile phones and tablet devices and won a prestigious Apple Design Award for its iPad app. The FT’s combined paid print and digital circulation reached 597,000 in the fourth quarter of 2010. After weak advertising markets in 2009, we saw good advertising growth in 2010 although the visibility for advertising revenues is poor. We extended the breadth and depth of FT’s premium subscription services through the launch of FT Tilt, focused on emerging markets; the launch of MandateWire US, extending the reach of this successful European brand into new markets; and the acquisition of Medley Global Advisors, a premier provider of macro policy intelligence.

Mergermarket benefited from improving market conditions and its flexibility in adapting to new client investment strategies, which supported stronger renewal rates and new business revenues. An increase in global merger and acquisition activity benefited Mergermarket and dealReporter; while continued volatility in debt markets helped sustain the strong performance of DebtWire. We saw strong growth in developing markets supported by new product launches including our first local language version of Mergermarket in China. In March 2010 we acquired Xtract research, which provides bond covenant data to allow investors to understand how covenants might impact on valuation.

The Economist, in which Pearson owns a 50% stake, increased global weekly circulation by 3.7% to 1.47 million (for the July-December 2010 ABC period) and total annual online visits increased to 118 million, up 21% on 2009. FTSE, our 50% owned joint venture with the London Stock Exchange, increased revenues by 20% and acquired the remaining 50% of FXI, FTSE’s joint venture with Xinhua Finance in China. Business Day and Financial Mail (BDFM), our 50% owned joint-venture in South Africa with Avusa, returned to profitability with revenue increasing by 5%. The business benefited from a recovery in advertising and the closure of non-profitable operations.

Overall adjusted operating margins at FT Publishing increased from 10.9% in 2009 to 14.9% in 2010 as advertising revenue fell through to the bottom line.

The Penguin Group

Penguin sales increased by £51m or 5%, to £1,053m in 2010 from £1,002m in 2009 and adjusted operating profit was up 26% to £106m in 2010 from £84m in 2009. Both sales and adjusted operating profit were affected by the stronger US dollar which we estimate increased sales by £32m and adjusted operating profit by £13m when compared to the equivalent figures at constant 2009 exchange rates. In 2010, Penguin benefited from a series of organisational changes in the UK made in 2009. These were designed to strengthen its publishing, reduce costs and accelerate the transition to digital production, sales channels and formats and to lower cost markets for design and production. Penguin’s 2009 results include approximately £9m of charges relating to these organisational changes.

Penguin saw a strong and consistent publishing performance across imprints and territories producing market share gains in the US, UK and Australia, our three largest markets. Strong growth in developing markets was boosted by the launch of new imprints and the increasing breadth and depth of our local publishing programs in India, China and South Africa. There was continued investment in global publishing with the launch of Penguin’s Classics in Portuguese and Arabic, joining existing Mandarin and Korean editions, the launch in India of a new imprint in partnership with bestselling author Shobhaa De, and the continued international roll-out of our non-fiction imprint Allen Lane in Canada.

eBook sales were up 182% on the previous year and now account for 6% of Penguin revenues worldwide. We accelerated our investment in digital products and innovation with new app releases in the children’s market including Spot, Peppa Pig, The Little Engine That Could, Ladybird’s Babytouch and the Mad Libs app, which was named one of the best apps at the 2010E-Book Summit. For adults, we launched the groundbreaking myFry app; published the amplified ebook of Ken Follett’s international bestselling novelThe Pillars of the Earth, featuring video, art and music from the original TV series; and we introduced ten DK Eyewitness Top Ten Travel Guides apps with more to follow in 2011. Penguin continued to invest to transform its internal publishing processes onto Pearson-wide digital platforms enabling faster product development and more efficient creation and re-use of content.

Penguin performed strongly in the US with a broad range of number one bestsellers from repeat authors such as Charlaine Harris, Nora Roberts, Tom Clancy, Ken Follett and Patricia Cornwell. Kathryn Stockett’sThe Helpstayed on theNew York Timesbestseller list for the whole of 2010 and has sold more than three million copies to date. Our outstanding performance in the UK, resulting in our market share rising two percentage points to 10%, was led by Jamie Oliver’s30 Minute Meals. It sold 1.2 million copies to become the UK’s biggest selling non-fiction title of the last decade. Major bestsellers included Stephen Fry’sThe Fry Chronicles, Kathryn Stockett’sThe Help, andThe History of the World in 100 Objects(published in partnership with the BBC and the British Museum), as well as thePercy JacksonandDiary of a Wimpy Kidseries. DK produced a very good year thanks in part to its top-performing franchise LEGO (Lego Star Wars Visual Dictionarywas on theNew York Timesbestseller list for the whole of 2010 with 18 weeks at number one). Other bestselling titles includedThe Masterchef Cookbook,Complete Human BodyandNatural History. DK continues to benefit from the organisation changes made in 2009 as well as the ongoing development of its publishing centre in India. Penguin Children’s had an excellent year in both the US, with Penguin Young Readers Group achieving a record 39New York Timesbestsellers, and in the UK, where we reclaimed our position as the number one children’s publisher with significant market share gains.

Penguin adjusted operating margins improved in 2010 to 10.1% from 8.4% in 2009.

Year ended December 31, 2009 compared to year ended December 31, 2008

Consolidated results of operations

Sales

Our total sales from continuing operations increased by 735m, or 17%, to £5,140m in 2009, from £4,405m in 2008. The increase reflected growth, on a constant exchange rate basis, at our North American Education and International Education businesses together with additional contributions from acquisitions made in both 2008 and 2009. The year on year growth was impacted by movements in exchange rates, particularly in the US dollar. 2009 sales, translated at 2008 average exchange rates, would have been £4,558m.

Pearson Education increased sales by £668m or 21% from £3,112m to £3,780m. The North American business was the major contributor to the increase although a high proportion of that increase was due to exchange. We estimate that after excluding acquisitions, Pearson Education saw sales growth of 4% at constant last year exchange rates. The North American Education business grew ahead of the market in its US Curriculum and Higher Education businesses which together grew at 5% compared to the industry which remained flat according to the Association of American Publishers. There was also a strong performance in the US Assessment and Information division which benefited from the successful integration of the Harcourt Assessment business acquired at the start of 2008. In International Education sales also benefited from exchange and a contribution from the acquisitions of Wall Street English and Fronter (a European online learning company based in Oslo) and the increased shares of Longman Nigeria and Maskew Miller Longman (MML), our publishing businesses in West Africa and South Africa respectively, which were all acquired in 2009. After excluding the effect of acquisitions we estimate that there was growth of 4% at constant last year exchange rates in the International Education business. Professional sales increased in 2009 by 13% although all of this increase was due to exchange and in terms of constant last year exchange rates there was a small decline in sales of 1%. This decline was entirely due to weakness in the professional publishing market which has offset growth in the professional testing and certification businesses.

FT Group sales were 8% behind last year or 12% after excluding the effect of exchange rates with adverse variances at theFinancial Times. FT Group’s sales decline mainly reflects tough market conditions for financial and corporate advertising. The impact of advertising revenue declines was partially mitigated by growth in content revenues, the resilience of our subscription businesses and an increase in paying online subscribers at FT.com.

Penguin’s sales were up 11% in 2009 but this represents a 2% decline at constant last year exchange rates and before the effect of portfolio changes. Much of the underlying decline was due to a fall in sales of illustrated reference books which offset good performances in other categories.

Pearson Education, our largest business sector, accounted for 74% of our continuing business sales in 2009 compared to 71% in 2008. North America continued to be the most significant source of our sales and as a proportion of total continuing sales contributed 65% in 2009 and 63% in 2008.

Cost of goods sold and operating expenses

The following table summarizes our cost of sales and net operating expenses:


	Year Ended December 31
	2009			2008
	£m			£m

Cost of goods sold		2,382			2,046

Distribution costs		275			235
Administration and other expenses		2,014			1,687
Other operating income		(120	)		(102	)

Total		2,169			1,820

Cost of goods sold. Cost of sales consists of costs for raw materials, primarily paper, printing and binding costs, amortization of pre-publication costs, royalty charges and the cost of service provision in our assessment and testing businesses. Our cost of sales increased by £336m, or 16%, to £2,382m in 2009, from £2,046m in 2008. The increase corresponds to the increase in sales with cost of sales at 46.3% of sales in 2009 compared to 46.4% in 2008.

Distribution costs. Distribution costs consist primarily of shipping costs, postage and packing and remain a fairly constant percentage of sales.

Administration and other expenses. Our administration and other expenses increased by £327m, or 19%, to £2,014m in 2009, from £1,687m in 2008. As a percentage of sales they remained consistent at 38% in 2008 and 39% in 2009.

Other operating income. Other operating income mainly consists of freight recharges,sub-rights and licensing income and distribution commissions together with income from the sale of assets. Other operating income increased to £120m in 2009 compared to £102m in 2008 although much of this increase can be ascribed to exchange.

Share of results of joint ventures and associates

The contribution from our joint ventures and associates increased from £25m in 2008 to £30m in 2009. The majority of the profit comes from our 50% interest in the Economist.

Operating profit

The total operating profit increased by £55m, or 10%, to £619m in 2009 from £564m in 2008. 2009 operating profit, translated at 2008 average exchange rates, would have been £40m lower.

Operating profit attributable to Pearson Education increased by £99m, or 24%, to £505m in 2009, from £406m in 2008. The increase was attributable to strong performances in the US Higher Education business and both the US and International Assessments businesses and due to the positive impact of exchange. Operating profit attributable to the FT Group decreased by £36m to £31m in 2009, from £67m in 2008. The decrease reflects the decline in profitability at theFinancial Times, as they faced tough conditions in the advertising market. Operating profit attributable to the Penguin Group decreased by £8m, or 9%, to £83m in 2009, from £91m in 2008. This decrease was principally due to charges relating to reorganisation of the business in the UK.

Net finance costs

Net finance costs increased from £95m in 2008 to £96m in 2009. Net interest payable in 2009 was £86m, down from £93m in 2008. The Group’s net interest payable decreased by £7m in 2009 as we benefited from a fall in average interest rates on our floating US dollar debt and a decrease in our overall level of average net debt. Year on year, average three month LIBOR (weighted for the Group’s net borrowings in US dollars and sterling at each year end) fell by 2.4% to 0.7%. This reduction in floating market interest rates was partially offset by higher fixed bond coupons prevailing at the time of our 2009 bond issue. The overall result was a decrease in the Group’s average net interest rate payable by 0.6% to 5.3%. In 2009 the net finance income relating to post-retirement plans was a charge of £12m compared to an income of £8m in the previous year reflecting lower returns on plan assets.

Other net finance costs relating to foreign exchange and short-term fluctuations in the market value of financial instruments included a net foreign exchange loss of £7m in 2009 compared to a loss of £11m in 2008. The losses in 2008 mainly relate to the retranslation of foreign currency bank accounts together with other net losses on inter-company items. In 2009 the loss mainly relates to losses on cross currency swaps. For a more detailed discussion of our borrowings and interest expenses see “— Liquidity and Capital Resources — Capital Resources” and “— Borrowings” below and “Item 11. Quantitative and Qualitative Disclosures about Market Risk”.

Taxation

The total tax charge in 2009 of £146m represents 28% of pre-tax profits compared to a charge of £125m or 27% of pre-tax profits in 2008. Our overseas profits, which arise mainly in the US are largely subject to tax at higher rates than the UK corporation tax rate (28% in 2009 compared to 28.5% in 2008). Higher tax rates were partly offset by releases from provisions reflecting continuing progress in agreeing our tax affairs with the authorities.

Non-controlling interest

This comprises mainly the non-controlling interest in Interactive Data. Our share of Interactive Data was 61% in 2009, compared to 62% in 2008.

Discontinued operations

On 29 July 2010, Pearson’s 61% share in Interactive Data Corporation was sold to Silver Lake and Warburg Pincus for $2bn. The results of Interactive Data have been included as discontinued operations in both 2009 and 2008. Discontinued operations in 2008 also relate to the disposal of the Data Management business (in February 2008). The results of the Data Management business were included in discontinued operations to the date of disposal in 2008. The loss before tax on disposal in 2008 was £53m, mainly relating to the cumulative translation adjustment. There was a tax charge of £37m on the sale.

Profit for the year

The profit for the financial year in 2009 was £462m compared to a profit in 2008 of £323m. The overall increase of £139m was mainly due to the absence of the loss on discontinued operations in 2009 but also benefited from the improved operating performance offset by a small increase in net finance costs.

Earnings per ordinary share

The basic earnings per ordinary share, which is defined as the profit for the financial year divided by the weighted average number of shares in issue, was 53.2p in 2009 compared to 36.6p in 2008 based on a weighted average number of shares in issue of 799.3m in 2009 and 797.0m in 2008. The increase in earnings per share was due to the increase in profit for 2009 described above and was not significantly affected by the movement in the weighted average number of shares.

The diluted earnings per ordinary share of 53.1p in 2009 and 36.6p in 2008 was not significantly different from the basic earnings per share in those years as the effect of dilutive share options was again not significant.

Exchange rate fluctuations

The strengthening of the US dollar and other currencies against sterling on an average basis had a positive impact on reported sales and profits in 2009 compared to 2008. 2009 sales, translated at 2008 average exchange rates, would have been lower by ~~£71m.~~£582m and operating profit, translated at 2008 average exchange rates, would have been lower by £40m. See “Item 11. Quantitative and Qualitative Disclosures ~~About~~about Market Risk” for a discussion regarding our management of exchange rate risks.

Sales and operating profit by division

management to evaluate performance and allocate resources to business segments. See also note 2 of “Item 18. Financial Statements”.

In our adjusted operating profit we have excluded amortization ~~and adjustment~~ of acquired intangibles. The amortization ~~and adjustment~~ of acquired intangibles is the amortization ~~or subsequent adjustment~~ of intangible assets acquired through business combinations. The charge is not considered to be fully reflective of the underlying performance of the Group.


															Year Ended December 31, 2009
	Year Ended December 31, 2008														North
	North American		International				FT		Interactive						American		International				FT		Interactive
£m	Education		Education		Professional		Publishing		Data		Penguin		Total		Education		Education		Professional		Group		Data		Penguin		Total

Sales		2,002		866		244		390		406		903		4,811		2,470		1,035		275		358		—		1,002		5,140
		42%		18%		5%		8%		8%		19%		100%		48%		20%		6%		7%		—		19%		100%
Total operating profit		258		113		35		67		112		91		676		354		109		42		31		—		83		619
		38%		17%		5%		10%		17%		13%		100%		57%		18%		7%		5%		—		13%		100%
Add back:
Amortization and adjustment of acquired Intangibles		45		22		1		7		9		2		86
Amortization of acquired intangibles																49		32		1		8		—		1		91

Adjusted operating profit: continuing Operations		303		135		36		74		121		93		762
Adjusted operating profit: discontinued Operations		—		—		—		—		—		—		—
Adjusted operating profit: continuing operations																403		141		43		39		—		84		710
Adjusted operating profit: discontinued operations																—		—		—		—		148		—		148

Total adjusted operating profit		303		135		36		74		121		93		762		403		141		43		39		148		84		858

		40%		17%		5%		10%		16%		12%		100%		47%		16%		5%		5%		17%		10%		100%


	Year Ended December 31, 2008
	North
	American		International				FT		Interactive
£m	Education		Education		Professional		Group		Data		Penguin		Total

Sales		2,002		866		244		390		—		903		4,405
		45%		20%		6%		9%		—		20%		100%
Total operating profit		258		113		35		67		—		91		564
		46%		20%		6%		12%		—		16%		100%
Add back:
Amortization of acquired intangibles		45		22		1		7		—		2		77

Adjusted operating profit: continuing operations		303		135		36		74		—		93		641
Adjusted operating profit: discontinued operations		—		—		—		—		121		—		121

Total adjusted operating profit		303		135		36		74		121		93		762

		40%		17%		5%		10%		16%		12%		100%

2733

Year Ended December 31, 2007
North American
International
FT
Interactive

£m
Education Education �� Professional Publishing Data Penguin Total

Sales 1,667 735 226 344 344 846 4,162
40% 18% 5% 8% 8% 21% 100%
Total operating profit 253 82 26 50 90 73 574
44% 14% 4% 9% 16% 13% 100%
Add back:
Amortization and adjustment of acquired Intangibles 20 10 1 6 7 1 45

Adjusted operating profit: continuing Operations 273 92 27 56 97 74 619
Adjusted operating profit: discontinued Operations — — 14 1 — — 15

Total adjusted operating profit 273 92 41 57 97 74 634

43% 15% 6% 9% 15% 12% 100%

North American Education

North American Education sales increased by ~~£335m,~~£468m, or ~~20%~~23%, to £2,470m in 2009, from £2,002m in 2008 ~~from £1,667m in 2007~~ and adjusted operating profit increased by ~~£30m,~~£100m, or ~~11%~~33%, to £403m in 2009 from £303m in ~~2008 from £273m in 2007.~~2008. The results were significantly affected by the ~~weakening~~relative strength of ~~sterling,~~the US dollar, which we estimate increased sales by ~~£156m~~£365m and adjusted operating profit by ~~£17m~~£60m when compared to the equivalent figures at constant ~~2007~~2008 exchange rates. At constant exchange and after taking account of the contribution from acquisitions there was underlying growth in sales ~~but some decline in~~of 5% and profits asof 13%. Although the contribution from the US school curriculum business declined due to State budget pressures and a fall in ~~a falling~~the adoption market there were strong contributions from the US Higher Education, US Assessment and ~~we expensed costs on the integration of Harcourt Assessment.~~Information and Canadian businesses.

In the US school market, the Association of American Publishers’ ~~estimate~~estimated that there was an overall decrease for the industry in 2009 of ~~4.4%~~13.8% as state budget ~~issues~~pressures and a slower new adoption year caused particular ~~industry-wide~~ weakness in the ~~supplementary~~basal publishing ~~segment and the open territories (those territories that do not have a state-wide adoption process). New adoption~~market. Though Pearson’s US School publishing sales declined we attained an estimated 37% of new adoptions we competed for (our highest market share ~~was 31% in the adoptions where Pearson competed (and 28%~~for a decade) and 32% of the total new adoption ~~market). The US School business launched~~market. Pearson’s enVisionMATH (www.envisionmath.com), an integratedprint-and-digital ~~elementary mathematics~~ program, ~~(and~~was the ~~next generation of~~top-selling basal program in the ~~innovative and highly successful California social studies program). enVisionMATH~~United States in 2009. It helped the School Curriculum business to ~~gain a market-leading 38%~~an estimated 46% share of all math adoptions ~~including 50% in Texas. The program also~~and sold strongly across the ~~Open Territories. During~~open territories. Successnet, the ~~year the U.S. Department of Defense awarded the US school business a five-year contract to provide elementary-school reading~~online learning platform for teachers and students which supports all Pearson’s digital instruction, assessment and remedial programs, ~~including Pearson’s Reading Street, for its schools around the world.~~also grew strongly achieving more than 4 million registrations in 2009.

~~In the~~The US Assessment and Information business saw significant profit improvement in 2009, benefiting from the successful integration of the Harcourt Assessment ~~progressed well~~business acquired in 2008. Our National Services assessment business renewed its contract with ~~strong performances~~the College Board, worth $210m over 10 years, to process and score the SAT and contracts to support the College Board’s new Readi-Step and ACCUPLACER diagnostics programs. Our State Services business won a number of significant new contracts including new programs in ~~state testing, catalogue tests~~Florida and ~~clinical assessments. The market-leading state assessments division~~Arizona. We continued to gain share, winning ~~almost half~~60% of the contracts ~~competed~~bid for by value, and ~~the business now provides major state-wide testing services~~ to ~~30 states. The business took the lead~~be a leader in online testing, ~~with over 3.8~~delivering 9 million secure ~~tests delivered across 13 states during the year,~~online assessments in 2009, up from 2.5 million in 2007. The National Assessments division benefited from new long-term contracts including the American Diploma Project (a three-year contract to deliver Algebra II exams to a consortium of fifteen states); the College Board’s Accuplacer program (a seven-year contract to deliver computer-adaptive reading, writing and maths test to assess college readiness); and the National Board for Professional Teaching Standards (a five-year contract to develop, administer and score its National Board Certification program for accomplished teachers, covering 25 certificate areas). The leading position inmore than 100% on 2008. Our Evaluation Systems teacher certification ~~was boosted by a three-year renewal~~business secured contract extensions in California, ~~a six-year renewal~~Illinois, Arizona and Washington; won re-bids in ~~Oklahoma, a four-year renewal~~Michigan and New York, each for five years; and added new contracts in ~~New Mexico~~California and ~~a two-year contract to manage California’s certification testing for teachers of English as a foreign language. The~~Minnesota. In Clinical Assessments, ~~division benefited from the strong growth of~~ our ~~AimsWeb~~AIMSWebresponse-to-intervention data management and progress monitoring service for ~~the Response to Intervention (RTI) market (which~~

~~monitors~~ children who are having difficulty learning, ~~difficulty)~~continued to grow and had more than 3 million students on the ~~publication~~system at the end of ~~WAIS-IV~~2009. Our Edustructures business, which provides interoperable systems to support data collection and ~~MMPI-RF, new editions~~reporting between school districts and state governments, doubled the number of ~~the leading products for assessing intelligence and personality. There were major contract wins in~~students served to 8 million. Our Student Information Systems (SIS) business grew strongly, benefiting from strong demand for its services that help teachers automate and manage student attendance records, gradebooks, timetables and the like. It supported more than 12 million students — 8 million of them through its flagship PowerSchool product which was available in more than 50 countries. In 2009 it won contracts for new school districts including ~~South Carolina (709,000~~Nova Scotia Department of Education (133,000 students), ~~Dallas (165,000~~Newark, NJ (45,000 students), and ~~Baltimore (83,000~~the Hamilton County DOE, TN (40,000 students). There were also continued gains by our new Edustructures business with State Education Agencies, and it successfully implemented proof-of-concept projects in Kansas and Alaska, and expanded projects in Virginia, South Carolina and Wyoming.

The US Higher Education publishing market ~~was up 3.6%~~grew 11.5% in ~~2008,~~2009, according to the Association of American Publishers, benefiting from ~~healthy enrolments, even in tougher economic conditions,~~strong enrolment growth and federal government action to support student funding. ~~The industry continues to see strong demand for instructional materials that are enhanced by technology and customization.~~ Our US Higher Education business grew ~~significantly~~ faster than the industry and outperformed the market for the ~~tenth~~eleventh straight ~~year. There was continued~~year, continuing to see strong demand for instructional materials enhanced by technology and customization. Our sustained investment in ~~established~~content and technology continues to grow existing franchises and build new ~~author franchises, such as Campbell~~ones. In Engineering Mechanics, our market leading textbook, Hibbeler’s Statistics and ~~Reece’s~~~~Biology~~~~, Tro’s~~~~Chemistry,~~~~Lilienfeld, Lynn, Namy~~Dynamics 12th Edition, gained an additional four percentage points of market share with the addition of our newly launched MasteringEngineering digital learning and ~~Woolf’s~~assessment platform. Pearson became market leader in psychology supported by the recently launched textbook Psychology~~and Wysocki and Lynch’s~~~~DK Handbook~~~~. There was also rapid growth in~~ 2nd Edition by Cicarelli with MyPsychLab. The ‘MyLab’ digital learning, homework and assessment programs ~~which now span the curriculum.~~again grew strongly. Our MyLab products ~~are now used by~~saw more than ~~4.3m students globally, with~~6 million student registrations ~~48%~~globally, 39% higher than in ~~2007. Evaluation studies show that the use of the MyLab programs can significantly improve~~2008. In North America, student ~~test scores and institutional productivity. We saw strong growth in~~registrations grew 37% to more than 5.6 million. Custom Solutions ~~with our expansion beyond custom textbooks to educational solutions~~grew strongly across both bespoke books and customized services including ~~on-demand authoring of original~~ content ~~customized~~creation, technology, ~~and on-demand~~ curriculum, assessments and courseware. ~~The Higher Education business formed new strategic partnerships~~We partnered with the Kentucky Virtual Learning Initiative, for example, to ~~provide materials~~deliver personalized mathematics instruction mapped to state college entry standards and ~~online learning services~~have begun to ~~educational institutions. These included Rio Salado College in Arizona, which has 450 online classes~~extend this program into transitional English and 48,000 students; the Colorado Community College system, providing digital textbooks for 17 courses; and the Louisiana Community & Technical College System, providing students with a customised online learning program across 47 campuses through the combination of custom textbooks,Reading. eCollege, ~~and MyLabs. eCollege, the~~our platform for fully-online

distance learning in higher education, increased online enrolments by ~~34%~~36% to ~~2.5m~~3.5 million and benefited from continued strong renewal ~~rates. It achieved good~~rates of 95% by value, new ~~business performance~~contract wins and strong growth in ~~both~~ the usage of the platform, particularly by US for-profit colleges. Thirteen Pearson higher education and ~~internationally, most notably~~school products in ~~Brazil.~~ten categories were nominated as America’s best educational software products in the Software & Information Industry Association’s 25th Annual CODiE Awards. They include MyMathLab, Miller & Levine Biology, PowerSchool, Prentice Hall Literature, myWorld Geography, MyWritingLab, CourseConnect and eCollege.

Overall adjusted operating margins in the North American Education business were ~~lower~~higher at 16.3% in 2009 compared to 15.1% in 2008 ~~compared to 16.4% in 2007~~ with the majority of the ~~decline~~increase attributable to the Harcourt Assessment integration ~~costs.~~costs that were charged in 2008.

International Education

International Education sales increased by ~~£131m,~~£169m, or ~~18%~~20%, to £1,035m in 2009, from £866m in 2008 ~~from £735m in 2007~~ and adjusted operating profit increased by ~~£43m,~~£6m, or ~~47%~~4%, to £141m in 2009 from £135m in ~~2008 from £92m in 2007.~~2008. The sales results benefit from exchange gains and a full year contribution from acquisitions made in 2009. At the adjusted operating profit level the 2008 results benefited from ~~the acquisition of Harcourt International.~~transactional exchange gains that were not repeated in 2009.

In the UK, ~~Edexcel~~we received over ~~1.3~~3.7 million registrations for vocational assessment ~~which, when combined with more than 2.1~~and general qualifications. We marked 4.5 million ~~registrations for general qualifications, made it one of the UK’s largest assessment organisations. Edexcel marked 4.3m ’A’~~‘A’-level and GCSE ~~(national secondary school examinations)~~ scripts ~~onscreen, representing 88% of all student work marked by their examiners. Edexcel also~~on-screen and successfully delivered the 2009 National Curriculum test series and were awarded the contract to administer the 2010 National Curriculum Tests at Key Stage 2. We made a significant ~~investment~~investments in supporting the ~~growth of academic and vocational qualifications both in the UK and internationally including the UK’s~~ new Diploma qualification for14-19 ~~year-olds,~~year-olds; the IGCSE qualifications to meet the needs of International schools and ~~colleges~~colleges; and BTEC, ~~Edexcel’s~~our flagship vocational ~~qualification where~~qualification. BTEC registrations ~~have grown from about 70,000~~totalled more than 1 million for the first time and were up almost 30% on 2008. Our UK Higher Education business grew strongly, helped by the success of new first editions, the rapid take up of MyLabs adapted to ~~250,000 in~~meet local requirements, and the ~~last two years.~~growing popularity of custom publishing. Sales of UK primary resources fell, on the back of minimal curriculum change and some signs of schools managing their budgets more tightly.

~~The UK school publishing business grew ahead~~In Continental Europe, the launch of ~~the market, with Harcourt International making a significant contribution. This was driven by curriculum reform and market~~our digi libre (Content Plus) products helped us to gain share ~~gains~~ in the lower and upper secondary ~~market, helped by strong~~markets in Italy and positioned us well for major curriculum reforms in 2010. In Spain, our sales were down sharply with pressures on central and regional government spending and a worsening retail environment. Our ELT sales continued to grow in Poland, and across central and Eastern Europe we saw good demand for our publishing ~~innovative technology~~ and ~~integrated assessment~~digital resources and our fledgling Language Learning Solutions activities. The Fronter learning management system continued to grow very strongly with more than 6 million students in more than 8,000 schools, colleges and Universities around the world at the end of 2009.

In the Middle East we successfully implemented the Abu Dhabi Education Council’s (ADEC) External Measurement of Student Achievement (EMSA) program covering English, Arabic, Math and Science in April 2009. In South Africa, we launched Platinum, the first blended print and online course developed for ~~learning.~~the South African National Curriculum. In addition 7,000 students registered for MyMathLab+ at the University of Witwatersrand in 2009.

In China, we acquired Wall Street English, the leading provider of premium English language training to adults, for £101m. The combination of Longman Schools and Wall Street English gives Pearson ~~content, customisation capabilities~~a leading position in the English language teaching market in China, serving students from elementary school to professional levels. We stepped up our presence in the Indian education market with two investments totalling $30m: a 50:50 joint-venture with Educomp, called IndiaCan, to offer vocational and ~~technology supported strong performances in Higher Education and ELT~~skills training through 120 training centres across the ~~European markets including France, Benelux~~country; and ~~Central~~a 17.2% stake in TutorVista, which provides online tutoring for K-12 and ~~Eastern Europe.~~college students.

~~The~~New editions of the proven bestsellers, BackPack and Pockets, along with the successful launch of two new courses, CornerStone and KeyStone, helped to deliver strong growth in the sales of ELT materials across Latin America. In Brazil, which has one of Latin America’s largest and fastest-growing university populations, our virtual library supported 30 post-secondary institutions. And, in Panama, 75,000 high school students were learning Biology and Chemistry, using Prentice Hall Virtual Labs.

On a global basis our ‘MyLab’ digital learning, homework and assessment programmes were used ~~internationally~~ by more than ~~237,000~~470,000 students, up ~~82%~~almost 60% on ~~2007,~~2008, and are now sold in more than ~~65 countries worldwide. MyLabs and Mastering Physics, two~~200 countries. In 2009, we launched the Pearson Test of ~~Pearson’s online education programmes, continue~~English, our new test of Academic English which will be delivered in up to ~~win international adoptions, increasingly with localised versions for individual markets.~~200 Pearson VUE testing centers in 37 countries. Approximately 1,000 academic programs worldwide now recognise, or are in the

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Inprocess of recognising, the ~~Middle East, the~~Pearson Test of English. Our eCollege learning management system is growing rapidly in international markets, winning new contracts in Australia, Brazil, Mexico, Colombia, Puerto Rico and Saudi Arabia in 2009. Our new Pearson Learning Solutions business won its first contracts in the UK, the Gulf and Africa. It combines a ~~contract~~broad range of products and services from across Pearson to deliver ~~the Abu Dhabi Education Council’s external assessment program over three years starting in 2009. The tests cover English, Arabic, mathematics and science for students in grades 3~~a systematic approach to 11. Pearson worked with Jordan’s Ministry of Education to build a test development system which has been enhanced to support the creation of test items and tests in Arabic, replacing a paper-based system.

~~In India, International Education saw rapid sales growth underpinned by strong local publishing of titles including~~~~Macroeconomics~~by Errol D’Sousa of IIM Ahmedabad and Upinder Singh’s book on Ancient and Medieval Indian History. Two books published by Pearson Education won the First and Third Prize in the Delhi Management Association’s DMA-NTPC Awards. In Thailand, Pearson secured its largest adoption of MyITLab outside North America at Sripatum University accompanied by the Go! Office 2007 series of textbooks.improving student performance.

International Education saw rapid growth in Mexico, the business’ largest market in the Latin America region, with particularly strong growth in custom publishing. In English Language Teaching, we won an integrated custom publishing, academic support and services solutions contract with CONALEP, the national vocational/technical secondary program. We developed a custom publishing program for a leading test prep academy, CONAMAT, which included~~Simplified Mathematics~~, the best selling title of the program, selling over 20,000 units. In Panama, the Ministry of Education adopted Prentice Hall’s Virtual Labs and Lab Manuals for Chemistry and Biology for 75,000 high school students. In Brazil, which has Latin America’s largest and fastest-growing university population, Pearson provided custom publishing services to five leading universities in business, math, science, engineering and several other fields. There was growing success in Government tenders including a new local math series for middle schools in Mexico and the adoption of two levels of our primary Science program in Chile, adaptedadjusted operating margins declined from our US Scott Foresman 5th/6th Grade program, to support local curriculum standards in Spanish. Strong growth of English Language Teaching materials across Latin America was underpinned by the performance in Mexico, Argentina, Colombia, Peru and Central America.

~~International Education margins continued to improve and the increase in the overall margin from 12.5% in 2007 to~~ 15.6% in 2008 ~~continued~~ to ~~reflect increases~~13.6% in ~~both publishing and testing margins.~~2009 as the benefit from transactional exchange gains at the profit level in 2008 weren’t repeated in 2009.

Professional

Professional sales increased by ~~£18m,~~£31m, or 8%13%, to £275m in 2009 from £244m in ~~2008 from £226m in 2007.~~2008. Adjusted operating profit ~~from continuing operations~~ increased by ~~£9m~~£7m or ~~33%~~19% to £43m in 2009, from £36m in ~~2008, from £27m in 2007. Sales were affected by the weakness of sterling,~~2008. The sales growth was entirely due to exchange rates which increased sales by ~~£15m~~£33m when compared to the equivalent figures at constant ~~2007~~2008 exchange rates.

In ~~professional~~Professional testing ~~(Pearson VUE), approximately 6m~~and certification in the UK, we extended our contract with the Driving Standards Agency to deliver the UK drivers theory test until 2014. More than seven million secure online tests were delivered in more than 4,000 test centers worldwide in ~~2008,~~2009, an increase of 2%9% over ~~2007.~~2008. Registration volumes for the Graduate Management Admissions Council test rose ~~12%~~8% worldwide in ~~2008,~~2009, including a ~~22%~~16% increase outside the US. ~~New~~In the US, Pearson VUE won a number of new contracts with organizations including Oracle, Citrix, Novell, VMWare, and Adobe, the National Registry of Food Safety Professionals and the National Institute for Certification in Engineering Technologies. Pearson VUE extended its international reach, signing an agreement with the Dubai Road and Transport Authority to deliver a new, high-tech Driver Testing System and launching the Law School Admission Test in India.

Our Professional education business ~~included contracts~~experienced tough trading conditions in the retail market but benefited from the increased breadth of its publishing and range of revenue streams, from online retail through digital subscriptions. A best-selling product in 2009 was CCNA Network Simulator, which are digital networking labs designed, developed and published by Pearson, to ~~provide~~help candidates successfully pass the Cisco CCNA certification exam. Pearson launched new learning solutions for IT Professionals preparing for certification accreditation. Cert Flash Card applications were launched for students studying for Cisco CCNA, CompTIA and Microsoft certification exams ~~for the Health Authority~~and are accessible through web browsers and iPhone and iPod Touch devices. FT Press launched a newe-publishing imprint, FT Press Delivers, providing essential insights from some of Abu Dhabi, end of course exams for Maryland University College, certification exams for the Institute of Supply Management, the development and administration of tests for the Colorado Office of Barber and Cosmetology Licensure and an exclusive contract with Adobe. Renewals included contracts with the Georgia Insurance Licensing Board, the Virginia Board of Nursing, the Law National Admissions Consortium, Measurement Research Associates Inc., and the Kentucky Real Estate Commission. Pearson VUE also announced the transition of The Institute of Internal Auditors certification exam, the Certified Internal Auditor, from~~paper-and-pencil~~ to computer-based test delivery. The Certified Internal Auditor designation is the only globally accepted certification for internal auditors and will be delivered in English, Japanese, French, Spanish and Italian. Theits leading business also agreed a partnership with NIIT Ltd. of India to expand Pearson VUE’s certification network in India, extending a range of tests for students throughout the country. In a first phase, Pearson VUE and NIIT will set up testing facilities in Bangalore, Chennai, New Delhi, Hyderabad and Pune.

~~In Professional publishing, The~~~~iPhone Developer’s Cookbook~~by Erica Sadun initially published online as a DRM-free ebook, became the number one computer book for Amazon Kindle and the number one book on Safari. And, when published in print form, became the number one Computers & Internet Book on Amazon. Scott Kelby, an author at our technology imprint Peachpit, was the top-selling author of computer books in the United States for the fifth consecutive year with titles such as~~The iPhone Book~~,~~Mac OS X Leopard Book~~~~and~~~~The Adobe CS4 Book~~

~~for Digital Photographers.~~ ~~The Professional publishing business created nearly 200 video based educational lessons (230 hours of video)~~authors including ~~Aarron Walter’s~~~~SEO And Beyond~~~~, and Deitel & Associates’~~~~C# 2008 Fundamentals I and II~~ and built new distribution channels for video via our web sites, and via Safari Books Online. The business developed a new iterative publishing programme called Rough Cuts which allows authors and customers to interact ahead of publication, building awareness and capturing customer contributions. Almost 25% of the print books published in 2008 entered the Rough Cuts program, benefiting from comments prior to print publication. There was also strong growth in eBooks, videos and other digital assets sold directly (via our websites and our joint venture, Safari Books Online) and through other digital retail outlets (such as the Amazon Kindle and Sony eReader). Sales of English and local language technology books saw good growth in international markets including the Middle East, South Africa, India and South America with best-sellers including~~CCNA Exam Certification Libraryby Wendell Odom,~~~~Presentation Zen~~~~by Garr Reynolds and~~~~Effective Java 2E~~~~by Josh Bloch. Titles by Pearson’s business imprints, including FTPress and Wharton School Publishing, included~~~~Financial Shock~~byJim Champy, Brian Solis, Mark Zandi, ~~Chief Economist at Moody’s~~Jon M. Huntsman, John Kao, Michael Abrashoff, and ~~an advisor to the White House, on the causes of the credit crunch with particular emphasis on the sub-prime mortgage market.~~Seth Goldman.

Overall adjusted operating margins in the Professional business continued ~~their rapid improvement~~to improve and were higher at 15.6% in 2009 compared to 14.8% in 2008 ~~compared to 11.9% in 2006~~ as margins improved again in both the testing and professional publishing businesses.

FT ~~Publishing~~Group

Sales at FT ~~Publishing increased~~Group decreased by ~~£46m~~£32m or ~~13%~~8%, from ~~£344m in 2007 to~~ £390m in ~~2008.~~2008 to £358m in 2009. Adjusted operating profit ~~from continuing operations increased~~decreased by ~~£18m,~~£35m, from ~~£56m in 2007 to~~ £74m in ~~2008.~~2008 to £39m in 2009. The sales and profit ~~increase~~decrease is mainly ~~generated~~from the FT Newspaper business which faced tough market conditions for financial and corporate advertising. The impact of advertising revenue declines was partially mitigated by ~~Mergermarket, which~~growth in content revenues, the resilience of our subscription businesses and early actions to manage our cost base tightly.

We continued to ~~perform strongly.~~

~~FT Publishing benefited from the shift towards subscription and service-based revenues despite a tough advertising market, particularly~~see good demand in ~~the fourth quarter.~~~~Financial Times~~maintained worldwide newspaper circulation at approximately 435,000 (434,196 average for the June-December ABC period) and won both major UK press awards: Newspaper of the Year at the 2008 British Press Awards and Newspaper Awards. In the UK National Readership Survey, readership rose more than 16% to 418,000.~~Financial Timescirculation revenues were up 16% as investment in content and demand~~2009 for high-quality analysis of ~~the~~ global ~~financial crisis supported increases~~business, finance, politics and economics which resulted in ~~pricing~~a 15% increase in paying online subscribers to more than 126,000 with registered users on FT.com up 85% to 1.8 million and quality of circulation. FT Publishing advertising revenues were 3% lower for the full year, with a significantly weaker advertising market in the fourth quarter as financial institutions, technology companies and recruiters reduced their marketing investment. During 2008 we took a series of actionsusers up 12% to ~~reduce cost and prepare for more difficult trading conditions in 2009. The~~ 1.4 million on FTChinese.com.Financial Timesworldwide newspaper circulation was 7% lower at 402,799 (for the July-December 2009 ABC period) although subscription circulation grew modestly. We continued to invest in ~~international expansion and~~ fast-growing ~~markets. It successfully~~digital formats. We launched a new ~~edition for the Middle East,~~luxury lifestyle website, to complement our existingHow To Spend Itmagazine; a new iPhone application which has received more than 200,000 downloads; and,~~Rui~~~~, a lifestyle~~ in association with Longman, Lexicon, an online glossary of economic, financial and ~~wealth-management magazine for China’s fast-growing~~ business ~~elite.~~terms.

~~FT.com~~Mergermarket faced challenging conditions in some of its markets with reduced Mergers and Acquisition activity impacting the merger arbitrage sector serviced by dealReporter whilst Debtwire benefited from ~~the launch of~~ an innovative new access model involving registration for access to more than three articles per month. Subscribers grew 9% to 109,609, while registered users increased more than five-fold from about 150,000 at the end of 2007 to 966,000 at the end of 2008.

There was a strong performance from Mergermarket, benefiting from its digital subscription model, with contract renewal rates of almost 85%. The Mergermarket and Debtwire products performed particularly well, emphasising that the services remain valuable to customers throughout the cycle. Mergermarket launched two new products, Debtwire ABS and Debtwire Restructuring Database, in response to growing levels of distressed asset sales and restructuring funds. It continued to expand and acquire new customers geographically in the US, Europe and Asia, launching its M&A event-driven product, dealReporter, in Russia, Poland, Turkey, the UAE and South Africa. Mergermarket also continued to build its Pharmawire product for financial institutions that support the pharmaceutical industry. Mergermarket’s conference business, Remark, had a strong year, with significant growth in the number of events, attendees and newsletter publications. It also increased its digital offering in this business through video, podcasts and live webcasts. In January 2008, FT acquired Money-Media, which provides online news and commentary for the fund-management industry. During the year, Money-Media rolled out Ignites Europe, an online news service for people working with the European cross-border fund industry.

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At increased focus on distressed debt. Mergermarket continued to launch new products and expand globally. MergerID was launched in September 2009, providing a secure online environment for principals and professionals to post and view merger and acquisition opportunities globally and by the end of 2009 had secured over 1,500 active users in more than 450 companies across the globe.

The Economist, in which Pearson owns a 50% stake, increased global weekly circulation ~~increased~~ by ~~6.4%~~2.2% to ~~1.39 m~~1.42 million (for the ~~July-December 2008~~July — December 2009 ABC period). FTSE, ~~in which Pearson also owns a~~our 50% ~~stake, announced several new indices including expansion of the FTSE Environmental Opportunities Index and introduction, in partnership~~owned joint-venture with the ~~Athens~~London Stock Exchange, ~~of the FTSE/ATHEX Liquid Mid Index. Our share of the profits of the Economist~~increased revenues 17% and ~~FTSE totaled £18m~~made a strong improvement in ~~2008 compared to £17m in 2007.~~profits.

Overall adjusted operating margins at FT ~~Publishing continued to increase driven by the online businesses and~~Group decreased from 19.0% in 2008 ~~were 19.0% compared~~ to ~~16.3%~~10.9% in ~~2007.~~

~~Interactive Data~~

Interactive Data, grew its sales by 18% from £344m in 2007 to £406m in 2008. Adjusted operating profit grew by 25% from £97m in 2007 to £121m in 2008. Interactive Data margins increased from 28.2% in 2007 to 29.8% in 2008. Both sales and adjusted operating profit were affected by the relative strength of the US dollar, which we estimate increased sales by £28m and adjusted operating profit by £9m when compared2009 as lost advertising revenue fell through to the ~~equivalent figures at constant 2007 exchange rates.~~

Interactive Data revenue growth was driven by strong new sales and approximately 95% renewal rates within its Institutional Services segment. Pricing and Reference Data continued to generate good growth in North America and Europe. Growth was primarily organic, providing additional services to customers; but it also benefited from bolt-on acquisitions, most recently the purchase of NDF, a leading provider of securities pricing, reference data and related services to most of the major financial institutions in Japan. Real-Time Services saw strong growth in its real-time data feeds business and continued expansion of its Managed Solutions business in the United States. Real-Time Services added a number of new market sources in North America and the Middle East. The Managed Solutions business announced that it had doubled the number of clients in the United States during the past year to 80. There was continued investment in expanding the breadth and depth of the data covered and products offered, including a new alliance to provide complex derivatives and structured product valuation services; and in the capacity of its real-time infrastructure to allow for the anticipated growth in real-time market data volumes.

Interactive Data continued to benefit from growth trends, including heightened scrutiny around the valuation of securities, increasing regulation, increasing adoption of low latency data for algorithmic trading and continuing need to differentiate wealth management offerings with bespoke client interface solutions.bottom line.

The Penguin Group

Penguin ~~Group~~ sales increased by £99m or 11%, to £1,002m in 2009 from £903m in 2008 ~~from £846m in 2007 and~~but adjusted operating profit was ~~up 26%~~down 10% to £84m in 2009 from £93m in ~~2008 from £74m in 2007.~~2008. Both sales and adjusted operating profit were affected by the stronger US dollar which we estimate increased sales by ~~£54m~~£109m and adjusted operating profit by ~~£16m~~£7m when compared to the equivalent figures at constant ~~2007~~2008 exchange rates. In 2009, Penguin implemented a series of organisational changes in the UK designed to strengthen its publishing, reduce costs and accelerate the transition to digital production, sales channels and formats and to lower cost markets for design and production. Penguin’s 2009 results include approximately £9m of charges relating to these organisational changes.

In the US, Penguin had a30 number ~~one~~1New York Times~~bestseller for 49 weeks of the year, including Patricia Cornwell’s~~bestsellers, Penguin’s most ever, and placed 243 bestsellers on~~Scarpetta~~New York Timeslists. Bestsellers included works from debut novels such as Kathryn Stockett’sThe Helpand Janice Y.K. Lee’sThe Piano Teacher, ~~Eckhart Tolle’s~~~~A New Earth~~along with books by established authors such as Charlaine Harris and ~~Greg Mortenson’s~~~~Three Cups of Tea.~~ ~~Penguin authors won the major industry awards. Junot Díaz won The Pulitzer Prize for Fiction and the National Book Critics Circle Award for Fiction for~~~~The Brief Wondrous Life of Oscar Wao~~~~, and Barton Gellman won the Pulitzer Prize for National Reporting.~~Nora Roberts.

In the UK, ~~Penguin had 67 top ten bestsellers versus 52 in 2007, according to BookScan. The number one bestseller~~~~Devil May Care~~~~, the new James Bond novel by Sebastian Faulks, was the fastest-selling hardback fiction title in Penguin UK’s history and third-bestselling in the UK in 2008. Other bestsellers~~top-selling titles included Marian Keyes’This Charming Man~~by Marian Keyes,~~, Malcolm Gladwell’sOutliers, Ant and Dec’sOoh! What a Lovely Pairand Antony Beevor’sD-Day. Penguin Children’s list had a very strong year with standout performances from brands such asThe ~~Beach House~~Very Hungry Caterpillar~~by Jane Green~~ (which celebrated its 40th anniversary) and~~Jamie’s Ministry~~Peppa Pig. Through an iPhone app, consumers were offered a try-before-you buy model of ~~Food~~Paul Hoffman’sThe Left Hand of God~~by Jamie Oliver. Penguin UK also published many more paperback originals, including Judith O’Reilly’s~~~~A Wife in~~, providing free downloads of the ~~North.~~first three chapters.

In Australia, Penguin was named Publisher of the Year for the second year running at the Australian Book Industry ~~Awards (and won four of the seven awards for individual books) and grew sales ahead of its markets with bestsellers including titles from Australian~~Awards. Number 1 bestselling authors included Bryce Courtenay, Tom Winton, Clive Cussler and ~~Tim Winton alongside~~Richelle Mead. In Canada, top-selling local authors included Joseph Boyden and Alice Munro, who was awarded the International Man Booker prize, and our international authors ~~Marian Keyes~~Greg Mortenson and ~~Eckhart Tolle.~~Elizabeth Gilbert led the paperback non-fiction category. In India, Penguin is the largest English language trade publisher, ~~and continued to grow rapidly~~ with bestselling authors ~~such as Shobhaa~~

~~De, Amitav Ghosh~~in 2009 including Narayana Murthy and Nandan Nilekani. ~~It also won~~In South Africa, top-selling Penguin authors included John van de Ruit and Justin Bonello.

eBook sales grew fourfold on the ~~major English language prizes in India’s national book awards.~~previous year. 14,000 eBook titles were available at the end of 2009, benefiting from the popularity ofe-readers such as Amazon’s Kindle, the Sony Reader and Barnes and Noble’s nook as well as new devices such as Apple’s iPad.

Penguin’s ~~eBook publishing and sales expanded significantly~~adjusted operating margins deteriorated in ~~2008, with nearly five-fold growth~~2009, dropping to 8.4% from 10.3% in ~~eBook sales in~~2008. The main reason for the ~~US. Penguin worldwide now has 8,500 eBook titles available, more than double the number available in 2007 and during the year Penguin US launched an Enriched eBook Classics series with Jane Austen’s~~~~Pride and Prejudice~~, which debuted in the top 10 on the Amazon Kindle bestseller list. The series is now sold via online stores on both Amazon.com and Penguin.com. Traffic for all Penguin’s web sites increased 37% to 17 million unique users.

~~Year ended December 31, 2007 compared to year ended December 31, 2006~~

~~Consolidated results of operations~~

~~Sales~~

Our total sales from continuing operations increased by £172m, or 4%, to £4,162m in 2007, from £3,990m in 2006. The increase reflected growth, on a constant exchange rate basis, across all the businesses together with additional contributions from acquisitions made in both 2006 and 2007. The year on year growth was impacted by movements in exchange rates, particularly in the US dollar. 2007 sales, translated at 2006 average exchange rates, would have been £4,385m.

~~Pearson Education had another year of growth with an increase in sales of 4%. The International Education business~~decline was the ~~biggest contributor to this growth with an increase of 15%. Some of the Pearson Education increase was due to a full year contribution from acquisitions made~~charges in ~~2006 and to additional contribution from the Harcourt acquisition in 2007. We estimate that after excluding these acquisitions the growth would have been 6% at constant last year exchange rates.~~

In North America, US School publishing sales were up 3.5% compared to an industry increase of 2.7% (source: Association of American Publishers) as the business benefited from sustained investment in new basal programs and innovative digital services. US School testing grew in double digits and although US Higher Education sales were 1% behind the previous year on a headline basis, they would have been 6% ahead of the previous year at constant 2006 exchange rates and after taking account of portfolio changes. This increase meant that the US Higher Education business grew faster than the industry for the ninth successive year.

There was also faster growth in international school publishing and international testing sales, principally in the UK, where sales were up in double digits after benefiting from further contract wins, market share gains and strength in on-line assessment.

In the Professional business, Professional testing sales were up by 10% in 2007 as approximately 5.8m secure online tests were delivered in more than 5,000 testing centers worldwide. Professional publishing sales increased in 2007 by 7%, after a number of years of decline in the professional publishing markets, as it benefited from a focused and refreshed front list, a favorable software release schedule and sales from Safari Books Online, our electronic publishing platform (a joint venture with O’Reilly Media).

The FT Group sales were 12% ahead of 2006 with a full year contribution from Mergermarket acquired in the second half of 2006. FT Publishing sales were up by 23% or 12% after excluding the contribution from acquisitions made in 2006 and 2007. FT Publishing growth was driven by a 10% increase in advertising revenues, circulation up 2% and a strong contribution from FT.com. Interactive Data sales were up by 4% (8% at constant 2006 exchange rates and before the contribution from acquisitions) driven by strong sales to both existing and new institutional customers and a renewal rate of approximately 95% within the institutional services sector.

Penguin’s sales were flat year on year but would have increased by 3% translated at 2006 average exchange rates as a result of its successful global publishing performance and another outstanding year for bestsellers in the US and UK.

Pearson Education, our largest business sector, accounted for 63% of our continuing business sales in both 2007 and 2006. North America continued to be the most significant source of our sales and as a proportion of total continuing sales contributed 62% in 2007 and 65% in 2006.

~~Cost of goods sold and operating expenses~~

~~The following table summarizes our cost of sales and net operating expenses:~~

Year Ended December 31
2007
2006

£m £m

Cost of goods sold 1,910 1,841
Distribution costs 202 232
Administration and other expenses 1,600 1,518
Other operating income (101 ) (99 )

Total 1,701 1,651

~~Cost of goods sold.~~ Cost of sales consists of costs for raw materials, primarily paper, printing and binding costs, amortization of pre-publication costs and royalty charges. Our cost of sales increased by £69m, or 4%, to £1,910m in 2007, from £1,841m in 2006. The increase corresponds to the increase in sales with cost of sales at 45.9% of sales in 2007 compared to 46.1% in 2006.

~~Distribution costs.~~ ~~Distribution costs consist primarily of shipping costs, postage and packing and have typically declined as the business moves more to online delivery of products.~~

~~Administration and other expenses.~~ ~~Our administration and other expenses increased by £82m, or 5%, to £1,600m in 2007, from £1,518m in 2006. As a percentage of sales they remained at 38% in both 2007 and 2006.~~

~~Other operating income.~~ Other operating income mainly consists of freight recharges, sub-rights and licensing income and distribution commissions together with income from sale of assets. Other operating income increased marginally by 2% to £101m in 2007 from £99m in 2006.

~~Share of results of joint ventures and associates~~

The contribution from our joint ventures and associates decreased slightly from £24m in 2006 to £23m in 2007. Our share of profit from the Economist in 2006 included a one-off gain of £4m from the sale of its interest in Commonwealth Business Media Inc which was not repeated in 2007.

~~Operating profit~~

~~The total operating profit increased by £52m, or 10%, to £574m in 2007 from £522m in 2006. 2007 operating profit, translated at 2006 average exchange rates, would have been £34m higher.~~

Operating profit attributable to Pearson Education increased by £9m, or 3%, to £361m in 2007, from £352m in 2006. The increase was due to continued improvement in School and Professional margins, but was offset by an increase in intangible amortization from £18m in 2006 to £31m in 2007. Operating profit attributable to the FT Group increased by £28m, or 25%, to £140m in 2007, from £112m in 2006. The increase reflects the increase in revenues from both established businesses and an increased contribution from new acquisitions but also reflects improvements in margins particularly at FT Publishing. Operating profit attributable to the Penguin Group increased by £15m, or 26%, to £73m in 2007, from £58m in 2006 although the 2006 result included a one off goodwill charge of £7m2009 relating to the ~~recognition of pre-acquisition tax losses at Dorling Kindersley.~~

~~Net finance costs~~

Net finance costs increased from £74m in 2006 to £106m in 2007. Net interest payable in 2007 was £95m, up from £94m in 2006. Although we were partly protected by our fixed rate policy, the strong rise in average US dollar

floating interest rates had an adverse effect. Year on year, average three month LIBOR (weighted for the Group’s borrowings in US dollars, euros and sterling at the year end) rose by 0.5% to 5.4%, reflecting a rise in interest rates and a change in the currency mix of year end debt. These two factors, partly offset by a decrease in the Group’s average net debt of £90m, increased the Group’s average net interest rate payable by 0.3% to 7.3%. In 2007 the net finance income relating to post-retirement plans was an income of £10m compared to an income of £4m in the previous year.

Other net finance income relating to foreign exchange and short-term fluctuations in the market value of financial instruments included a net foreign exchange loss of £17m in 2007 compared to a gain of £19m in 2006. In 2007 the loss mainly related to losses on Euro denominated debt used to hedge the receipt of proceeds from the sale of Les Echos. In 2006 the exchange gains mainly relate to the unhedged exposure on Euro borrowings and swaps that could not be designated as a net investment under IAS 39. For a more detailed discussion of our borrowings and interest expenses see “— Liquidity and Capital Resources — Capital Resources” and “— Borrowings” below and “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.

~~Taxation~~

The total tax charge in 2007 of £131m represents 28% of pre-tax profits compared to a charge of just £4m or less than 1% of pre-tax profits in 2006. The low tax rate in 2006 was mainly accounted for by two factors. First, in anticipationreorganisation of the disposal of Government Solutions, we recognized a deferred tax asset in relation to capital losses in the US where previously we were not confident that the benefit of the losses would be realized prior to their expiry. Second, in the light of our trading performance in 2006 and our strategic plans, together with the expected utilization of US net operating losses in the Government Solutions sale, we re-evaluated the likely utilization of operating losses both in the US and the UK; this enabled us to increase the amount of the deferred tax asset carried forward in respect of such losses. The combined effect of these two factors was to create a non-recurring credit of £127m in 2006 which was not repeated in 2007.

~~Minority interests~~

~~This comprises mainly the minority share in Interactive Data. Our share of Interactive Data remained at 62% throughout 2007, leaving the minority interest unchanged at 38%.~~

~~Discontinued operations~~

Discontinued operations relate to the disposal of Government Solutions (in February 2007), Les Echos (in December 2007), Datamark (in July 2007) and the Data Management business (in February 2008). The results of Government Solutions and Les Echos have been included in discontinued operations for 2007 and 2006 and have been consolidated up to the date of sale. Operating profit for Government Solutions in 2007 was £2m compared to £22m in 2006 and the loss on disposal after tax recorded in 2007 was £112m after a tax charge of £93m. Les Echos’ operating profit in 2007 amounted to £1m compared to £5m in 2006 and the profit on sale recorded in 2007 was £165m. There was no tax payable on the Les Echos sale. Datamark was bought with the eCollege acquisition and immediately sold. The only profit or loss recognized relating to Datamark was a £7m tax benefit arising from the loss on sale. The Data Management business was held throughout 2006 and 2007 and the operating profit before impairment charges in 2007 was £12m compared to £13m in 2006. The Data Management business was formerly part of the Group’s Other Assessment and Testing cash-generating unit (CGU) and was carved out of this CGU in preparation for disposal. As a result, the Group has recognized a goodwill impairment charge of £97m in 2007 in anticipation of the loss on disposal.

~~Profit for the year~~

The total profit for the financial year in 2007 was £310m compared to a profit in 2006 of £469m. The overall decrease of £159m was mainly due to the absence of the non-recurring tax credit of £127m recorded in 2006, the decrease in contribution from discontinued businesses of £52m and the increase in net finance costs of £32m, largely due to exchange losses. These items more than offset the increase in operating profit in 2007.

~~Earnings per ordinary share~~

The basic earnings per ordinary share, which is defined as the profit for the financial year divided by the weighted average number of shares in issue, was 35.6p in 2007 compared to 55.9p in 2006 based on a weighted average number of shares in issue of 796.8m in 2007 and 798.4m in 2006. The decrease in earnings per share was due to the decrease in profit for 2007 described above and was not significantly affected by the movement in the weighted average number of shares.

The diluted earnings per ordinary share of 35.6p in 2007 and 55.8p in 2006 was not significantly different from the basic earnings per share in those years as the effect of dilutive share options was again not significant.

~~Exchange rate fluctuations~~

The weakening of the US dollar against sterling on an average basis had a negative impact on reported sales and profits in 2007 compared to 2006. 2007 sales, translated at 2006 average exchange rates, would have been higher by £223m and operating profit, translated at 2006 average exchange rates, would have been higher by £34m. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for a discussion regarding our management of exchange rate risks.

~~Sales and operating profit by division~~

The following tables summarize our sales and operating profit for each of Pearson’s divisions. Adjusted operating profit is a non-GAAP financial measure and is included as it is a key financial measure used by management to evaluate performance and allocate resources to business segments. See also note 2 of “Item 18. Financial Statements”.

In our adjusted operating profit we have excluded amortization and adjustment of acquired intangibles, other gains and losses and other net finance costs of associates. The amortization and adjustment of acquired intangibles is the amortization or subsequent adjustment of intangible assets acquired through business combinations. The charge is not considered to be fully reflective of the underlying performance of the Group. Other gains and losses represent profits and losses on the sale of subsidiaries, joint ventures, associates and investments that are included within continuing operations but which distort the performance for the year.

Year Ended December 31, 2007
North

American
International
FT
Interactive

£m
Education Education Professional Publishing Data Penguin Total

Sales 1,667 735 226 344 344 846 4,162
40% 18% 5% 8% 8% 21% 100%
Total operating profit 253 82 26 50 90 73 574
44% 14% 4% 9% 16% 13% 100%
Add back:
Amortization and adjustment of acquired intangibles 20 10 1 6 7 1 45

Adjusted operating profit: continuing operations 273 92 27 56 97 74 619
Adjusted operating profit: discontinued operations — — 14 1 — — 15

Total adjusted operating profit 273 92 41 57 97 74 634

43% 15% 6% 9% 15% 12% 100%

Year Ended December 31, 2006
North

American
International
FT
Interactive

£m
Education Education Professional Publishing Data Penguin Total

Sales 1,679 640 211 280 332 848 3,990
42% 16% 5% 7% 8% 22% 100%
Total operating profit 266 70 16 30 82 58 522
51% 13% 3% 6% 16% 11% 100%
Add back:
Amortization and adjustment of acquired intangibles 14 3 1 2 7 8 35
Other net gains and losses including associates — — — (4) — — (4)
Other net finance costs of associates — — — (1) — — (1)

Adjusted operating profit: continuing operations 280 73 17 27 89 66 552
Adjusted operating profit: discontinued Operations — — 35 5 — — 40

Total adjusted operating profit 280 73 52 32 89 66 592

47% 12% 9% 6% 15% 11% 100%

~~North American Education~~

North American Education sales decreased by £12m, or 1%, to £1,667m in 2007, from £1,679m in 2006 and adjusted operating profit decreased by £7m, or 2%, to £273m in 2007 from £280m in 2006. The results were significantly affected by the weakening of the US dollar, which we estimate reduced sales by £135m and adjusted operating profit by £22m when compared to the equivalent figures at constant 2006 exchange rates. At constant exchange there was strong underlying growth in sales and profits, the School results in 2007 benefited from a full year contribution from the acquisitions of National Evaluation Systems (NES), Chancery and PowerSchool made in 2006.

In the US school market, Pearson’s school publishing revenues grew 3.5% against the Association of American Publishers’ estimate of an increase for the industry of 2.7%. New adoption market share was 31% in the adoptions where Pearson competed (and 30% of the total new adoption market). The School business now has the number one or number two market share in reading, math, science and social studies. US School testing sales were up in double digits after high single digit growth in 2006 and growth in excess of 20% in 2005. School testing benefited from further contract wins, market share gains and strength in online assessment. US School margins improved again in 2007 with savings from the integration of acquired businesses and efficiency gains from the use of software platforms.

In US Higher Education sales were up by 6% (in US dollars) ahead of the Association of American Publishers’ estimate of industry growth for the ninth year in succession with rapid growth in online learning and custom publishing. In the US, investment in established and new author franchises, such as Campbell’s~~Biology, Kotler’s~~~~Marketing Management~~~~, Hubbard’s~~~~Economics~~~~and Cicarrelli’s~~~~Psychology~~, continued to underpin the strong performance. The ‘MyLab’ digital homework and assessment programs were launched in 22 new subject disciplines in 2007, increasing the total number of disciplines covered to 38. These programs support over 2,000 textbooks and were used globally by 2.9 million students in 2007 (up more than 30% on 2006). In corporate

~~finance, one of the largest global markets in business education, Pearson published the successful first edition bestseller, Berk/DeMarzo’s~~~~Corporate Finance~~, together with MyFinanceLab and Pearson’s share of this market increased from 4% to 11% in the US. It is the most successful launch of a first edition in this discipline in more than a decade and one of Pearson’s most successful global launches ever, winning university adoptions in 22 countries. In World History, the first edition of Fernandez-Armesto’s~~The World: A History~~with MyHistoryLab increased Pearson’s market share from 25% to 35%. In July 2007, we acquired eCollege which builds on Pearson’s position as an education services provider. eCollege works with partner educational institutions to design, build and support online degree, certificate, diploma and professional development programs. Student enrollments increased by 44% in 2007 to 1.9 million. There was continued strong double digit growth in our custom solutions business which builds customized textbooks and online services and has become a leader in the creation of courseware and curricula for~~e-learning~~ ~~institutions.~~

Overall margins in the North American Education business were slightly lower at 16.4% in 2007 compared to 16.7% in 2006 as small declines in US publishing margins offset the improvement in US assessment and testing and Canadian margins.

~~International Education~~

International Education sales increased by £95m, or 15%, to £735m in 2007, from £640m in 2006 and adjusted operating profit increased by £19m, or 26%, to £92m in 2007 from £73m in 2006. The results benefit from the first contribution in 2007 from the acquisition of Harcourt International.

The International School business continued to grow with strong performances from the publishing businesses in South Africa and Australia. In Italy, the integration of PBM was completed and produced integration savings, margin improvement and market share gains in 2007. In School publishing, the acquisition of Harcourt International increased scale in our international education businesses bringing leading content for school and vocational customers in many markets including the UK South Africa, Australia and New Zealand. The international testing business was again able to benefit from technology leadership. In the UK, we marked 9.6 million GCSE, AS and A-Level scripts, 4.6 million of which were on screen. Successful global English Language Teaching franchises in all major market franchises (primary, secondary, adult, business and exam preparation) drove strong growth.~~English Adventure, developed with Disney, grew successfully and has sold more than six million units in less than three years since launch.~~business.

International Higher Education publishing sales grew by 2%, benefiting from organic and acquisition investment. Particular areas of strength included local language editions of our major authors and custom publishing including the successful launch of “local language” science publishing in Germany. The “MyLab” and “Mastering” technology platforms are being successfully adapted for international markets and the MyLab programs are now being used in almost 50 countries with almost 160,000 student registrations for online courses in Europe, the Middle East and Africa.

~~International Education margins continued to improve and the increase in the overall margin from 11.4% in 2006 to 12.5% in 2007 reflected increases in both publishing and testing margins.~~

~~Professional~~

After excluding sales and adjusted operating profit from Government Solutions and the Data Management businesses (reported as discontinued), Professional sales increased by £15m, or 7%, to £226m in 2007 from £211m in 2006. Adjusted operating profit increased by £10m or 59% to £27m in 2007, from £17m in 2006. Sales were affected by the weakening US dollar, which reduced sales by £14m when compared to the equivalent figures at constant 2006 exchange rates.

Professional Testing sales were up by 10% in 2007. Approximately 5.8 million secure online tests were delivered in more than 5,000 test centers across the world in 2007. There was strong margin improvement as test volumes rose, driven by higher demand from existing customers such as GMAC (for business school applicants), NCLEX (for nurses) and the DSA/DVTA driving theory test. Additional contributions from new contracts included

the American Board of Internal Medicine and the National Association Boards of Pharmacy. There were also strong renewals, including the Institute of Financial Services and the American Registry of Radiological Technologists.

Technology Publishing achieved good sales growth and significantly improved profitability, benefiting from a focused and refreshed front list, a favorable software release schedule and Safari Books Online, our electronic publishing platform (a joint venture with O’Reilly Media). Scott Kelby, a Peachpit author, is the top-selling US computer book author for the fourth consecutive year with titles including~~The iPod Book; The Digital Photography Book;and~~~~The Adobe Photoshop Lightroom Book for Digital Photographers.~~ Good growth in Europe was helped by publishing for the new Windows Vista launch, a new partnership with Microsoft Press in the Netherlands and a successful move into digital publishing and training in Germany. Our business imprints Wharton School Publishing and FTPress, aided by Pearson’s global distribution and strong retail relationships, had a successful year. Wharton School Publishing was recognized by the Amazon.com Best Business Books of 2007 with~~We Are Smarter Than Me: How to Unleash the Power of Crowds in Your Business, by Barry Libert and Jon Spector, and~~~~Firms of Endearment: How World-Class Companies Profit from Passion and Purpose~~~~, by Rajendra S. Sisodia, David B. Wolfe and Jaqdish N. Sheth.~~

~~Overall margins in the Professional business were higher at 11.9% in 2007 compared to 8.1% in 2006 as margins continued to improve in both the testing and professional publishing businesses.~~

~~FT Publishing~~

Sales at FT Publishing increased by £64m or 23%, from £280m in 2006 to £344m in 2007. Adjusted operating profit from continuing operations increased by £29m, from £27m in 2006 to £56m in 2007. The sales and profit increase benefits from a full year contribution from Mergermarket, acquired in the second half of 2006.

After excluding additional sales from a full year of ownership of Mergermarket, FT Publishing sales were up by 12% with advertising revenues up by 10%. FT newspaper circulation was up 2% to almost 440,000 (for the July-December 2007 Audit Bureau of Circulation, or ABC, measuring period), with a 19% increase in subscriptions. Digital subscribers to the FT were up 13% to 101,000 and monthly unique users were up 30% to 5.7 million. Monthly page views were up 33% to 48.2 million. FT.com attracted 150,000 new registered users since the launch of its innovative new access model in October 2007. There was a strong trading performance at FT Business as integration with the FT Newspaper helped to generate additional revenue and reduce costs. Mergermarket experienced rapid revenue growth with 90%+ subscription renewal rates and a series of new product launches around the world including~~Pharmawire~~,~~Debtwire~~ ~~in Asia Pacific and~~~~dealReporter~~~~in emerging markets in Europe, Middle East and Africa.~~

The Economist, in which Pearson owns a 50% stake, increased its circulation by 9% to 1.3 million (for the July-December 2007 ABC period). FTSE, in which Pearson also owns a 50% stake, achieved double digit sales growth, benefiting from a strong new business performance, a joint venture with Xinhua Finance in China and strong growth in Exchange Traded Fund (ETF) licenses.

Small acquisitions of complementary subscription-based and digital businesses made their first contribution to FT Publishing’s results including: Infinata, a provider of research and business information to life science and financial services companies; and Exec-Appointments, a well-established global job site that focuses on the high-earning executive sector with approximately 200,000 registered executive users.

~~Overall margins at FT Publishing continued to increase as the newspaper becomes more profitable and in 2007 were 16.3% compared to 9.6% in 2006.~~

~~Interactive Data~~

Interactive Data, grew its sales by 4% from £332m in 2006 to £344m in 2007. Adjusted operating profit grew by 9% from £89m in 2006 to £97m in 2007. Interactive Data margins increased from 26.8% in 2006 to 28.2% in 2007. Both sales and adjusted operating profit were affected by the weakening US dollar, which we estimate reduced sales by £20m and adjusted operating profit by £6m when compared to the equivalent figures at constant 2006 exchange rates.

Sales growth at Interactive Data was driven primarily by strong sales to both existing and new institutional customers and a renewal rate of approximately 95% within the Institutional Services business. The business continued to focus on high value services and the Pricing and Reference Data business continued to generate good growth in North America and Europe. The business continues to broaden its coverage of complex securities by expanding its universe of European asset-backed and mortgage-backed securities. The business also launched a new web-based offering, the Basket Calculation Service, designed to provide clients with the indicative optimized portfolio value for equity and fixed income exchange traded funds. The Real-Time Services business achieved strong growth with new institutional sales in its two core product areas of real-time data feeds and managed solutions. There was growing adoption of the PlusFeed data service for algorithmic trading applications, a successful introduction of DirectPlus, a new ultra low latency direct exchange data service and excellent sales momentum for managed solutions in North America with new customers including media companies, online brokerages, stock exchanges and financial institutions. Fixed Income Analytics completed 30 new BondEdge^® ~~installations during the year and made good progress in the development of its next-generation BondEdge~~^® platform. In the Active Trader Services business, eSignal experienced modest expansion of its direct subscriber base, delivered numerous innovations across its suite of Active Trader Services, and added new content and capabilities on its financial websites.

~~The Penguin Group~~

Penguin Group sales decreased slightly to £846m in 2007 from £848m in 2006 and adjusted operating profit up 12% to £74m in 2007 from £66m in 2006. Both sales and adjusted operating profit were affected by the weakening US dollar which we estimate reduced sales by £37m and adjusted operating profit by £4m when compared to the equivalent figures at constant 2006 exchange rates.

~~Penguin maintained its competitive performance in major markets with a successful global publishing performance led by Alan Greenspan’s~~~~The Age of Turbulence~~~~, with almost 1 million hard cover copies shipped worldwide, and Kim Edwards’ first novel,~~~~The Memory Keeper’s Daughter~~~~, a global number one bestseller for Penguin in the US, UK, Australia and Canada. It was an outstanding year for bestsellers in the US with titles including Elizabeth Gilbert’s~~~~Eat, Pray, Love~~~~, Khaled Hosseini’s~~~~A Thousand Splendid Suns~~~~and Ken Follett’s~~~~World Without End~~~~. UK bestsellers included Marian Keyes’~~~~Anybody Out There?~~~~, Jamie Oliver’s~~~~Jamie at Home~~~~, Jeremy Clarkson’s~~~~Don’t Stop Me Now~~~~and Charlie Higson’s~~~~Double or Die~~~~. Also in the UK, it was a strong year for the Brands & Licensing division driven by~~~~The Dr Who Annual~~~~(the second bestselling children’s book of 2007) and bestselling~~~~In the Night Garden~~~~titles. DK delivered a strong global performance in traditional, custom and digital publishing, benefiting from innovative formats including~~~~The Human Body Book~~~~, personalized travel guides via traveldk.com and the first DK textbooks for higher education markets.~~

~~In Australia, sales growth was generated from a publishing schedule including Bryce Courtenay with~~~~The Persimmon Tree~~~~and Dr. Manny Noakes with~~~~CSIRO Total Wellbeing Diet Book 2~~. In India, Penguin India celebrated its 20th anniversary in 2007 with continued rapid growth. Penguin authors won all the major English language prizes in India’s national book awards: Vikram Chandra in fiction for~~Sacred Games, Vikram Seth in non-fiction for~~~~Two Lives~~~~and Kiran Desai in readers’ choice for~~~~The Inheritance of Loss~~~~. In China, Jiang Rong and Howard Goldblatt won the inaugural Man Asian Literary prize for~~~~Wolf Totem~~~~, to be published in English around the world by Penguin in 2008, and in South Africa, another strong year was led by John van de Ruit’s~~~~Spud~~:~~The Madness Continues~~.

Penguin continued to focus on efficiency and improvement in operating margins continues to benefit from the Pearson-wide renegotiation of major global paper, print and binding contracts and the integration of warehouse and back office operations in Australia and New Zealand. These efficiencies together with improved gross margins principally from innovation in formats such as the US premium paperback have helped to improve margins from 7.8% in 2006 to 8.7% in 2007.

Liquidity and capital resources

Cash flows and financing

Net cash generated from operations increased by ~~£235m~~£157m (or ~~36%~~16%), to ~~£894m~~£1,169m in ~~2008~~2010 from ~~£659m~~£1,012m in ~~2007.~~2009. This increase reflected strong cash contributions, particularly from ~~all businesses, together with the significant strengthening of the US dollar against sterling.~~our education businesses. The exchange rate for translation of dollar cash flows was ~~$1.56~~$1.57 in ~~2008~~2010, $1.61 in 2009 and ~~$1.99~~$1.44 in ~~2007.~~2008. In ~~2008,~~2010, the ~~headline~~ average working capital to sales ratio for our book publishing businesses ~~deteriorated~~improved to ~~26.1%~~20.1% from ~~25.6%~~25.1% in ~~2007,~~2009, reflecting ~~the higher levels of~~tight working capital ~~in Harcourt Assessments (purchased at~~management and the ~~end~~financial impact of ~~January 2008). The underlying working capital~~the shift to ~~sales ratio (excluding the effect of year on year portfolio changes) improved to 25.8% in 2008 from 25.9% in 2007.~~more digital and service-orientated products and businesses. Average working capital is the average month end balance in the year of inventory (including pre-publication), receivables and payables. Net cash generated from operations increased by ~~£38m~~£118m (or 6%13%), to ~~£659m~~£1,012m in ~~2007~~2009 from ~~£621m~~£894m in ~~2006, even after a one-off special contribution of £100m to our UK pension fund (over and beyond the normal funding requirement).~~2008. This increase reflected ~~stronger~~strong cash contributions from all businesses,

together with ~~further improvements in working capital management.~~the significant strengthening of the US dollar against sterling. In ~~2007,~~2009, the headline average working capital to sales ratio for our book publishing businesses improved to ~~25.6%~~25.1% from ~~26.3%~~26.1% in ~~2006.~~2008, reflecting tight working capital management and the favourable working capital profile of 2009 acquisitions.

Net interest paid decreased to £68m in 2010 from £87m in 2009. The decrease reflects the repayment of a US Dollar bond in 2009 and lower variable interest rates. Net interest paid increased to £87m in 2009 from £76m in ~~2008 from £90m in 2007.~~2008. The ~~decrease was~~increase is due to the ~~reduction~~timing of payments on bonds issued in US2008 and UK interest rates, with some offset from the higher level of debt following the acquisition of Harcourt Assessments and the strength of the US dollar relative to sterling. Net interest paid was £90m in 2007 compared to £82m in 2006. The 10% increase in 2007 over 2006 was primarily due to higher average interest rates in the UK and US.2009.

Capital expenditure on property, plant and equipment was £76m in 2010, £62m in 2009 and £75m in ~~2008, £86m~~2008. The increase in ~~2007~~2010 reflects a return to a more normal level of expenditure given the improved economic environment and ~~£68m in 2006.~~exchange rate movements. The reduction in spend in ~~2008~~2009 reflects ~~reduced infrastructure spend compared~~a more cautious approach to ~~2007, although~~capital investment, given the ~~Group continued to invest~~uncertain economic environment, particularly in ~~digital technology. The increase in 2007 over 2006 reflects investment to update infrastructure, particularly at Penguin and FT Group.~~the first half of the year.

The acquisition of subsidiaries, joint ventures and associates accounted for a cash outflow of £557m in 2010 against £222m in 2009 and £400m in ~~2008 against £476m in 2007 and £367m in 2006.~~2008. The principal acquisitions in ~~2008~~2010 were of ~~Harcourt Assessments~~Sistema Educacional Brasileiro for ~~£321m~~£228m, Melorio for £98m, Wall Street Institute for £65m and ~~Money Media~~America’s Choice for ~~£33m.~~£65m. The principal acquisitions in ~~2007~~2009 were ~~Harcourt Education International~~of Wall Street English for ~~£155m~~£101m and ~~eCollege~~a controlling interest in Maskew Miller Longman for ~~£266m. In 2006, the principal acquisition was of Mergermarket for £109m. The balance related to various smaller bolt-on acquisitions (primarily~~£54m, comprising £49m in ~~the school segment) including those of National Evaluation Systems~~cash and ~~Paravia Bruno Mondadori.~~£5m in other consideration.

The sale of subsidiaries and associates produced a net cash inflow of ~~£111m~~£734m in ~~2008~~2010 against ~~£469m~~£nil in ~~2007~~2009 and ~~£10m~~£99m in ~~2006. All~~2008. The proceeds in 2010 relate to the sale of Interactive Data, with proceeds received being £984 and tax paid relating to this disposal of £250m. Proceeds of £99m in 2008 relate to the sale of the Data Management business. ~~The principal disposals in 2007 were of Government Solutions for £278m and Les Echos for £156m. The disposal in 2006 relates entirely to the proceeds from thetake-up~~ ~~of share options issued to minority shareholders.~~

The cash outflow from financing of ~~£149m~~£92m in 2010 reflects a further increase in the group dividend and the purchase of treasury shares, with some offset from a $350m US Dollar Note issued in the year. The cash outflow from financing of £366m in 2009 reflects the repayment of one $350m bond, the repayment of borrowings under the Group’s committed borrowing facility and an increase of the dividend in line with earnings. Offsetting this, the Group issued £300m of sterling bonds in the year. The cash outflow from financing of £137m in 2008 reflects the repayment at maturity of one £100m bond, the repayment of borrowings against a short-term bridge financing facility and a further increase in the ~~group~~ dividend. Offsetting this, the Group ~~successfully~~ issued $900m of US Dollar bonds in the year in spite of the challenging credit markets. The cash outflow from financing activities of £444m in 2007 represented the higher Group dividend (as the Group sought to match dividend growth more closely with earnings growth) and the repayment of one €591m bond, offset in part by drawings on the Group’s revolving credit facility. The cash outflow from financing of £348m in 2006 primarily reflects the payment of the Group dividend (at a higher dividend per share than 2005) and the repayment of a $250m bond at its maturity date.bonds.

Capital resources

Our borrowings fluctuate by season due to the effect of the school year on the working capital requirements in the educational materials business. Assuming no acquisitions or disposals, our maximum level of net debt normally occurs in July, and our minimum level of net debt normally occurs in December. Based on a review of historical trends in working capital requirements and of forecast monthly balance sheets for the next 12 months, we believe that we have sufficient funds available for the Group’s present requirements, with an appropriate level of headroom

given our portfolio of businesses and current plans. Our ability to expand and grow our business in accordance with current plans and to meet long-term capital requirements beyond this12-month period will depend on many factors, including the rate, if any, at which our cash flow increases and the availability of public and private debt and equity financing, including our ability to secure bank lines of credit. We cannot be certain that additional financing, if required, will be available on terms favorable to us, if at all.

At December 31, ~~2008,~~2010, our net debt was ~~£1,460m~~£430m compared to net debt of ~~£973m~~£1,092m at December 31, ~~2007.~~2009. Net debt is defined as all short-term, medium-term and long-term borrowing (including finance leases), less all cash, cash equivalents and liquid resources. Cash equivalents comprise short-term deposits with a maturity of up to 90 days, while liquid resources comprise short-term deposits with maturities of more than 90 days and other marketable instruments which are readily realizable and held on a short-term basis. Short-term, medium-term and long-term borrowing amounted to ~~£2,363m~~£2,312m at December 31, ~~2008,~~2010, compared to ~~£1,608m~~£2,008m at December 31, ~~2007~~2009 reflecting the ~~impact of~~$350m US Dollar Note issued in the year and the strengthening of sterling relative to the US ~~dollar relative to sterling and the additional US dollar bonds issued in the year.~~Dollar. At December 31, ~~2008,~~2010, cash and liquid resources were ~~£685m,~~£1,736m, compared to ~~£560m~~£750m at December 31, ~~2007.~~2009. This increase in cash is due to receipt of the proceeds from the sale of Interactive Data, only partially re-invested in acquisitions, and strong cash generation in our education businesses.

Contractual obligations

The following table summarizes the maturity of our borrowings, ~~and~~ our obligations under non-cancelable ~~operating~~ leases, and pension funding obligations, exclusive of anticipated interest payments.


	At December 31, 2008										At December 31, 2010
			Less than		One to		Two to		After five				Less than		One to		Two to		After five
	Total		one year		two years		five years		years		Total		one year		two years		five years		years
	£m		£m		£m		£m		£m		£m		£m		£m		£m		£m

Gross borrowings:
Bank loans, overdrafts and commercial paper		228		—		—		228		—		73		73		—		—		—
Variable rate loan notes		—		—		—		—		—
Bonds		2,128		244		—		626		1,258		2,226		325		—		1,077		824
Finance lease obligations		7		4		2		1		—		13		6		4		3		—
Operating lease obligations		1,612		149		138		355		970		1,437		164		151		337		785
UK Pension funding obligations												410		41		41		123		205

Total		3,975		397		140		1,210		2,228		4,159		609		196		1,540		1,814

At December 31, ~~2008~~2010 the Group had capital commitments for fixed assets, including finance leases already under contract, of ~~£7m (2007: £9m)~~£13m (2009: £15m). There are contingent liabilities in respect of indemnities, warranties and guarantees in relation to former subsidiaries and in respect of guarantees in relation to subsidiaries and associates. In addition there are contingent liabilities in respect of legal and royalty claims. None of these claims or guarantees is expected to result in a material gain or loss.

In 2010, the Group negotiated a new $1,750m committed revolving credit facility which matures in November 2015. The Group is committed to ~~a quarterly~~an annual fee of ~~0.125%~~0.2625% payable quarterly, on the unused amount of ~~the Group’s bank~~this facility.

Off-Balance sheet arrangements

The Group does not have any off-balance sheet arrangements, as defined by the SEC Final Rule 67 (FR-67), “Disclosure in Management’s Discussion and Analysis about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations”, that have or are reasonably likely to have a material current or future effect on the Group’s financial position or results of operations.

Borrowings

The Group finances its operations by a mixture of cash flows from operations, short-term borrowings from banks and commercial paper markets, and longer term loans from banks and capital markets.

We have in place a committed revolving credit facility of $1.75bn, of which ~~$92m~~ matures in ~~May 2011 and the balance of $1.658bn matures in May 2012.~~November 2015. At December 31, ~~2008, approximately $1.56bn~~2010, the full $1.75bn was available under

this facility. This credit facility contains two key covenants measured for each 12 month period ending June 30 and December 31:

We must maintain the ratio of our profit before interest, tax and amortization to our net interest payable at no less than 3:1; and

We must maintain the ratio of our net debt to our EBITDA, which we explain below, at no more than 4:1.

“EBITDA” refers to earnings before interest, taxes, depreciation and amortization. We are currently in compliance with these covenants.

Treasury policy

Our treasury policy is described in note 19 of “Item 18. Financial Statements”. For a more detailed discussion of our borrowing and use of derivatives, see “Item 11. Quantitative and Qualitative Disclosures ~~About~~about Market Risk”.

Related parties

There were no significant or unusual related party transactions in ~~2008, 2007~~2010, 2009 or ~~2006.~~2008. Refer to note 3634 in “Item 18. Financial Statements”.

Accounting principles

For a description of our principal accounting policies used refer to note 1 in “Item 18. Financial Statements”.


ITEM 6.	*DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES*

Directors and senior management

We are managed by a board of directors and a chief executive who reports to the board and manages through a management committee. We refer to the board of directors and the chairman of the board of directors as our “senior management”.

The following table sets forth information concerning senior management, as of March ~~2009.~~2011*.


Name	Age		Position

Glen Moreno		6567	Chairman
Marjorie Scardino		6264	Chief Executive
David Arculus		62	~~Non-executive Director~~
~~David Bell~~		62	~~Director for People~~
~~Terry Burns~~		6564	Non-executive Director
Patrick Cescau		6062	Non-executive Director
Will Ethridge		5759	Chief Executive, Pearson ~~Education~~ North ~~America~~American Education
Rona Fairhead		4749	Chairman and Chief Executive, The FTFinancial Times Group
Robin Freestone		5052	Chief Financial Officer
Susan Fuhrman		6466	Non-executive Director
Ken Hydon		6466	Non-executive Director
Joshua Lewis		48	Non-executive Director
John Makinson		5456	Chairman and Chief Executive, The Penguin Group
~~CK Prahalad~~		67	~~Non-executive Director~~

Glen Morenowas appointed chairman of Pearson on October 1, ~~2005.~~2005 and is chairman of the nomination committee. He was appointed deputy chairman of The Financial Reporting Council Limited in November 2010. He is also the senior independent director of Lloyds Banking Group plc as well as a non-executive director of Fidelity International Limited. He was previously the senior independent director of Man Group plc and ~~a director of Fidelity International Limited. He was recently made~~ acting chairman of UK Financial Investments Limited, the company set up by HM Treasury to manage the government’s shareholdings in UK banks.

Marjorie Scardinojoined the Pearson board ~~and became chief executive~~ in January 1997. She ~~is a member of Pearson’s nomination committee. She~~ trained and ~~practiced~~practised as a lawyer, and was chief executive of The Economist Group from 1993 until joining Pearson. She is also vice chairman of Nokia Corporation and ~~a director~~on the boards of several charitable ~~organizations.~~organisations. In 2010 she was named a fellow of the American Academy of Arts and Sciences.

David Arculus~~became a non-executive director in February 2006 and currently serves on the audit and nomination committees and as chairman of the personnel committee. He~~ is a non-executive director of ~~Telefonica SA, and was previously~~Telefónica S.A. He is also chairman of O2Numis Corporation plc ~~from 2004 until it~~and in October 2010 was ~~acquired by Telefonica at the beginning~~appointed chairman of ~~2006.~~Aldermore Bank plc. His previous roles include chairman of O2 plc, Severn Trent plc and IPC Group, chief operating officer of United Business Media plc and group managing director of EMAP plc.

~~David Bell~~ He became a non-executive director of Pearson in ~~March 1996. He was appointed Pearson’s director for people with responsibility for finding, keeping, rewarding~~February 2006 and ~~inspiring our employees across the Pearson Group. He~~ is chairman of the~~Financial Timesand Sadler’s Wells Theatre. He is also chairman of Crisis, a charity for the homeless, Roehampton University, The Institute for War and Peace Reporting and the London Transport Museum.~~

~~Terry Burns~~became a non-executive director in May 1999 and the senior independent director in February 2004. He currently serves on the nomination and personnel committees. He was the UK government’s chief economic advisor from 1980 until 1991 and Permanent Secretary of HM Treasury from 1991 until 1998. He is chairman of Alliance & Leicester plc, Abbey National plc and Glas Cymru Limited and is a non-executive director of Banco Santander Central Hispano. He was previously chairman of Marks and Spencer Group plc. remuneration committee.

Patrick Cescau~~became~~is the senior independent director of Tesco plc and a ~~non-executive~~ director ~~in April 2002. He~~of INSEAD, the Business School for the World. In September 2010, he joined the ~~audit committee in January 2005, and is also a member~~board of IAG, the ~~nomination committee.~~International Consolidated Airlines Group, S.A. He was previously group chief executive of ~~Unilever and currently serves as~~Unilever. He became a non-executive director of ~~Tesco plc.~~Pearson in April 2002 and senior independent director in April 2010.

Will Ethridge~~became a director~~joined the Pearson board in May 2008, ~~and was appointed chief executive of Pearson’s North American education business, spanning School, Higher Education and Professional publishing, assessment, technology and services. He previously~~having held a number of senior positions within Pearson ~~Education.~~Education, including CEO of the International and Higher Education divisions. He is chairman of CourseSmart, a publishers’ digital retail consortium ~~vice~~and chairman of the Association of American ~~Publishers and a director of Interactive Data.~~Publishers.

Rona Fairhead~~became a director~~joined the Pearson board in June 2002 ~~originally~~ as chief financial officer. She was appointed ~~chairman and~~ chief executive of ~~the FT~~The Financial Times Group in June 2006 and became responsible for Pearson VUE in March 2008.

* Terry Burns retired from the Pearson plc board on April 30, 2010. CK Prahalad passed away on April 16, 2010. Joshua Lewis was appointed to the Pearson plc board effective March 1, 2011.

From 1996 until 2001, ~~she worked at ICI plc, where~~ she served as executive vice president, group control and ~~strategy.~~strategy at ICI. She is also ~~chairman of Interactive Data,~~ a non-executive director of HSBC Holdings plc and chairs the HSBC audit ~~committee.~~and risk committees. In December 2010 she was appointed as a non-executive director of The Cabinet Office.

Robin Freestone~~became a director of~~joined Pearson in 2004 as deputy chief financial officer and ~~was appointed~~became chief financial officer in June 2006, ~~having previously served as deputy chief financial officer since 2004.~~when he also joined the Pearson board. He was previously group financial controller of Amersham plc (now part of GE). He qualified as a chartered accountant with Touche Ross (now Deloitte). He is also a non-executive director and founder shareholder of eChem Limited.

Susan Fuhrman~~became a non-executive director in July 2004. She is a member of the audit and nomination committees. She~~ is president of Teachers College at Columbia University, America’s oldest and largest graduate school of education ~~having~~and president of the National Academy of Education. She was previously ~~been Dean~~dean of the Graduate ~~school~~School of Education at the University of ~~Pennsylvania. She is a member~~Pennsylvania and on the board of ~~the Board of Trustees~~trustees of the Carnegie Foundation for the Advancement of ~~Teaching and an officer~~Teaching. She became a non-executive director of ~~the National Academy of Education.~~Pearson in July 2004.

Ken Hydon~~became a non-executive director in February 2006 and currently serves on the personnel and nomination committees and as chairman of the audit committee. He~~ is a non-executive director of ~~Tesco plc,~~ Reckitt Benckiser Group plc, ~~and~~ Royal ~~Berks~~Berkshire NHS Foundation ~~Trust.~~Trust and Tesco plc. He was previously ~~finance~~financial director of Vodafone Group plc and of subsidiaries of Racal Electronics. He became a non-executive director of Pearson in February 2006 and is chairman of the audit committee.

Joshua Lewisis managing principal of Salmon River Capital LLC, a private equity/venture capital investment firm, and is also an advisor to the Bill & Melinda Gates Foundation’s Next Generation Learning Challenges programme. He was previously a general partner of both Warburg Pincus and Forstmann Little, and served on the board of the Capella Education Company, a pioneering provider of web-based post-secondary education. He was also chair of New Leaders for New Schools, a social enterprise training the next generation of US urban principals, and remains involved with that organisation.

John Makinson~~became~~joined the Pearson board in March 1996 and was finance director until June 2002. He was appointed chairman of ~~the~~The Penguin Group in May ~~2001 and its chief executive officer in June 2002. He served as Pearson’s finance director from March 1996 until June 2002.~~2001. He is also chairman of ~~the Institute of Public Policy Research and a director of~~ The Royal National Theatre and ~~The International Rescue Committee (UK).~~

~~Coimbatore Krishnarao Prahalad~~~~became a non-executive director in May 2008 and is a distinguished university professor~~trustee of ~~corporate strategy and international business at~~ the ~~University of Michigan Business School. He is a director of NCR, Hindustan Unilever Corporation, World Resources~~ Institute ~~and the Indus Entrepreneurs.~~for Public Policy Research.

Compensation of senior management

It is the role of the ~~personnel~~remuneration committee (the ~~Committee)~~committee) to approve the remuneration and benefits packages of the executive directors, the chief executives of the principal operating companies and other members of the Pearson Management Committee. The ~~Committee~~committee also takes note of the remuneration for those executives with base pay over a certain level, representing approximately the top 50 executives of the company.

Remuneration policy

~~We want~~Our goal as a ~~performance culture~~company is to make an impact on people’s lives and on society through education and information. Our strategy to achieve that ~~supports~~goal is pursued by all Pearson’s businesses in some shape or form and has four parts: investment in quality content; adding services to this content; working in markets around the world, particularly in the developing world; and efficiency.

An important measure of our strategy is financial performance. Our goal is to achieve sustainable growth in three key financial measures — earnings, cash and ~~goals~~return on invested capital — and ~~incentive programs~~reliable cash returns to our investors through healthy and growing dividends. Therefore those measures, or others that ~~reward their achievement. Performance conditions~~contribute to them such as operating margins and working capital, form the basis of our annual budgets and plans, and the basis for ~~the company’s various performance-related annual or~~bonuses and long-term ~~incentive plans are linked to the company’s strategic objectives and aligned with the interests of shareholders~~incentives.

Our starting point continues to be that total remuneration (base compensation plus annual and long-term incentives) should reward both short and long-term results, delivering competitive rewards for target performance, but outstanding rewards for exceptional company performance. The performance conditions that we select for the company’s various performance related annual or long-term incentive plans are linked to the company’s strategic objectives set out above and aligned with the interests of shareholders.

Total remuneration is made up of fixed and performance-linked elements, with each element supporting different objectives. Base salary reflects competitive market level, role and individual contribution. Annual incentives motivate the achievement of annual strategic goals. Bonus share matching encourages executive directors and other senior executives to acquire and hold Pearson shares and aligns executives’ and shareholders’

interests. Long-term incentives drive long-term earnings and share price growth and value creation and align executives’ and shareholders’ interests.

Consistent with its policy, the ~~Committee~~committee places considerable emphasis on the performance-linked elements i.e. annual incentives, bonus share matching and long-term incentives. The ~~Committee~~committee will continue to review the mix of fixed and performance-linked remuneration on an annual basis, consistent with its overall philosophy.

We want our executive directors’ remuneration to be competitive with those of directors and executives in similar positions in comparable companies. For benchmarking purposes we review remuneration by reference to the UK and US market depending on the relevant market or markets for particular jobs. We look separately at three comparator groups:

First, we use a select peer group of FTSE 100 companies with very substantial overseas operations. These companies are of a range of ~~UK companies in different sectors including the media sector. Some are of a similar size to~~sizes around Pearson, ~~while others are larger,~~ but the method ~~which the Committee’s~~our independent advisers use to make comparisons on remuneration takes this variation in size into ~~account. All have very substantial overseas operations. We also~~account; secondly, for the US, we use ~~selected~~a broad media ~~companies in North America.~~industry group; and thirdly, we look at the FTSE20-50, excluding financial services. We use these companies because they represent the wider executive talent pool from which we might expect to recruit externally and the pay market to which we might be vulnerable if our remuneration was not competitive.

Base salary

Our normal policy is to review salaries annually, consistent with the way we benchmark pay and taking into account the approach to pay across the company as a whole.

Allowances and benefits

It is the company’s policy is that benefit programs should be competitive in the context of the local ~~labor~~labour market, but as an international company we require executives to operate worldwide and recognize that recruitment also operates worldwide.

Annual incentives

The ~~Committee~~committee establishes the annual incentive plans for the executive directors and the chief executives of the company’s principal operating companies, including performance measures and targets. These plans then become the basis of the annual incentive plans below the level of the principal operating companies, particularly with regard

to the performance measures used and the relationship between the ~~incentive plan targets and the~~ relevant business unit operating ~~plans.~~plans and the incentive targets.

The ~~Committee~~committee will continue to review the annual incentive plans each year and to revise the performance measures, targets and individual incentive opportunities in light of current conditions.

Annual incentive payments do not form part of pensionable earnings.

Performance Measures

The financial performance measures relate to the company’s main drivers of business performance at both the corporate, operating company and business unit level. Performance is measured separately for each item. For each performance measure, the ~~Committee~~committee establishes thresholds, target and maximum levels of performance for different levels of payout.

~~With the exception of the chief executive, normally 10%~~A proportion (which for 2011 may be up to 30%) of the total annual incentive opportunity for the executive directors and other members of the Pearson Management Committee is based on performance against personal objectives as agreed with the chief ~~executive.~~executive (or in this case the chief executive or chairman). These ~~may include~~comprise functional, operational, strategic and non-financial objectives relevant to the executives’ specific areas of responsibility andinter aliamay include objectives relating to ~~corporate~~environmental, social ~~responsibility.~~and governance issues.

For ~~2009,~~2011 the principle financial performance measures for Pearson plc are sales, operating profit (for the operating companies) and growth in underlying earnings per share for continuing operations at constant exchange rates (for Pearson plc), average working capital as a ratio to sales and operating cash flow. The selection and weighting of the performance measures takes into account the strategic objectives and the business priorities relevant to each operating company and to Pearson overall each year.

~~Since 2008, the~~The individual annual incentive opportunities for the executive directors other than the chief executive ~~have been~~are expressed as ~~absolute cash amounts.~~% of base salary. The ~~Committee~~committee with the advice of the chief executive determines the aggregate level of annual incentives and individual incentive opportunities taking into account all relevant factors. These factors may include the profitability of the company, individual roles and responsibilities, market annual incentive levels, and the level of stretch in the performance targets.

For ~~2009,~~2011, there isare no ~~change~~changes to the target and maximum annual incentive ~~opportunity~~opportunities for the chief executive which ~~remains~~remain at 100% and 180% respectively, of base salary ~~at target and 150% at maximum.~~(as in 2010).

~~There is also no change~~For the other members of the Pearson Management Committee, individual incentive opportunities take into account their membership of that committee and the contribution of their respective businesses or role to Pearson’s overall financial goals. In the ~~average~~case of the executive directors, the target individual incentive opportunity for ~~the other executive directors which~~2011 is ~~£396,000 (the same as~~ in ~~2008 on~~ a ~~like-for-like basis at constant exchange rates)~~range from 80% to 87.5% of base salary (as in 2010). The maximum opportunity remains at twice target (as in ~~2008)~~2010).

The annual incentive plans are discretionary and the ~~Committee~~committee reserves the right to make adjustments to payouts up or down if it believes exceptional factors warrant doing so. The committee may also award individual discretionary incentive payments and did so in 2008 for Will Ethridge in recognition of his contributions in such areas as his leadership efforts on the Google settlement and his oversight of Pearson’s global content management programme.payments.


Name	Pearson plc			Operating company			Personal objectives			Pearson plc			Operating company			Personal objectives

Marjorie Scardino		100	%		—			—			90	%		—			10	%
David Bell		90	%		—			10	%
Will Ethridge		45	%		35	%		20	%		30	%		60	%		10	%
Rona Fairhead		30	%		60	%		10	%		30	%		60	%		10	%
Robin Freestone		90	%		—			10	%		80	%		—			20	%
John Makinson		30	%		60	%		10	%		30	%		60	%		10	%

For Pearson plc, the performance measures were sales, earnings per share growth, average working capital to sales ratio and operating cash flow. ~~Sales and underlying~~Underlying growth in adjusted earnings per share at constant exchange rates, ~~were above target but below maximum. Average working capital as a ratio to sales was above threshold but below target. Operating cash flow was above maximum.~~

~~For Higher Education and Professional, the performance measures were sales, operating profit, average working capital as a ratio to sales and operating cash flow. Operating profit,~~ average working capital as a ratio to sales and operating cash flow were all above maximum. Sales were above target but below maximum.

For North American Education, the performance measures were sales, operating profit, and average working capital as a ratio to sales and operating cash flow. Average working capital as a ratio to sales and operating cash flow were above maximum. Sales and operating profit were above target but below maximum.

For FT Publishing, the performance measures were sales, operating profit and operating cash flow. ~~Sales~~All performance measures were ~~below threshold. Operating profit was above threshold but below target. Operating cash flow was~~ above maximum.

For Pearson VUE, the performance measures were sales, operating profit, average working capital as a ratio to sales and operating cash flow. Sales were above target but below maximum. Performance across all other measures was above maximum.

For Penguin Group, the performance measures were sales, operating profit, operating margin, average working capital as a ratio to sales and operating cash flow. ~~Sales were above target but below maximum.~~ Operating profit, operating margin ~~was above threshold but below target. Average~~and average working capital as a ration to sales were all above maximum. Sales and operating cash flow were above target but below maximum.

Bonus share matching

In 2008, shareholders approved the renewal of the annual bonus share matching plan, which permits executive directors and senior executives around the company to invest up to 50% of any after-tax annual bonus in Pearson shares.

If the participant’s invested shares are held, they will be matched subject to earnings per share growth over the three-year performance period on a gross basis up to a maximum of one matching share for every one held i.e. the number of matching shares will be equal to the number of shares that could have been acquired with the amount of the pre-tax annual bonus taken in invested shares.

One matching share for every two invested shares held i.e. 50% of the maximum matching award, will be released if the company’s adjusted earnings per share increase in real terms by 3% per annum compound over the three-year performance period. One matching share for every one invested share held i.e. 100% of the maximum matching award, will be released if the company’s adjusted earnings per share increase in real terms by 5% per annum compound over the same period.

For real growth in adjusted earnings per share of between 3% and 5% per annum compound, the rate at which the participant’s invested shares will be matched will be calculated according to a straight-line sliding scale.

Real growth is calculated by reference to the UK Government’s Index of Retail Prices (All Items). We choose to test our earnings per share growth against UK inflation over three years to measure the company’s financial progress over the period to which the entitlement to matching shares relates.

Where matching shares vest in accordance with the plan, a participant will also receive ~~‘dividend’~~additional shares representing the gross value of dividends that would have been paid on the matching shares during the ~~holding~~performance period and re-invested.

Long-term incentives

~~At the annual general meeting in April 2006,~~By separate resolution, shareholders ~~approved~~are being asked to approve the renewal of the long-term incentive plan first introduced in ~~2001.~~2001 and renewed again in 2006. The committee has reviewed the operation of this plan in light of the company’s strategic goals. The committee has concluded that the plan is achieving its objectives and, looking forward, will continue to enable the company to recruit and retain the most able managers worldwide and to ensure their long-term incentives encourage outstanding performance and are competitive in the markets in which we operate. We are therefore seeking approval of its renewal on broadly its existing terms.

~~Executive~~Subject to shareholders’ approval, executive directors, senior executives and other managers can participate in ~~the~~this plan which can deliver restricted stockand/or stock options. Approximately 5%6% of the company’s employees currently hold awards under ~~the~~this plan. The aim is to give the ~~Committee~~committee a range of tools with which to link corporate performance to management’s long-term reward in a flexible way. It is not the ~~Committee’s~~committee’s intention to grant stock options in ~~2009.~~2011.

Restricted stock granted to executive directors vests only ~~when~~if stretching corporate performance targets over a specified period have been met. Awards vest on a sliding scale based on performance over the period. There is no retesting. The ~~Committee~~committee determines the performance measures and targets governing an award of restricted stock prior to grant.

The performance measures that ~~have applied since 2006 and that~~ will apply ~~for 2009 and subsequent awards~~ for the executive directors ~~are~~for awards in 2011 and subsequent years will continue to be focused on delivering and improving returns to shareholders. These measures, which have applied since 2004, are relative total shareholder return (TSR), return on invested capital (ROIC) and earnings per share (EPS) growth.

Restricted stock may be granted without performance conditions to satisfy recruitment and retention objectives. Restricted stock awards that are not subject to performance conditions will not be granted to any of the current executive directors.

~~The Committee’s independent advisers verify each year~~Pearson’s approach to the ~~expected value of individual awards i.e. their net present value after taking into account the vesting schedule, risk of forfeiture and the probability that any performance targets will be met. The~~ level of individual awards takes into account ~~three factors: their expected values;~~a number of factors. First, we take into account the face value of individual awards at the time of grant assuming that the performance targets are met in full. Secondly, we take into account the assessments by ~~the Committee’s~~our independent advisers of market practice for comparable companies and of directors’ total remuneration relative to the ~~market~~market. And thirdly, we take into account individual roles and responsibilities, and company and individual performance.

Where shares vest, in accordance with the ~~face~~plan, participants receive additional shares representing the gross value of ~~individual awards and their potential value should~~dividends that would have been paid on these shares during the performance ~~targets be met in full.~~period and reinvested.

Pearson wishes to encourage executives and managers to build up a long-term holding of shares so as to demonstrate their commitment to the company. To achieve this, for awards of restricted stock that are subject to performance conditions over a three-year period, ~~75%~~a percentage of the award (normally 75%) vests at the end of the three-year period. The ~~remaining 25%~~remainder of the award (normally 25%) only vests if the participant retains the after-tax number of shares that vest at year three for a further two years.

Where shares vest, participants receive additional shares representing the gross value of dividends that would have been paid on these shares during the performance period and reinvested. The expected value of awards made on this basis take this into account.

There are limits on the amount of new-issue equity we can use. In any rolling ten-year period, no more than 10% of Pearson equity will be issued, or be capable of being issued, under all Pearson’s share plans, and no more than 5% of Pearson equity will be issued, or be capable of being issued, under executive or discretionary plans. In addition, for existing shares no more than 5% of Pearson equity may be held in trust at any time.

Shareholding policy

~~We encourage~~The committee expects executive directors to build up a substantial shareholding in the company in line with the policy of encouraging widespread employee ~~share~~ ownership. ~~We do not think it is necessary to specify a particular relationship of shareholding to salary because~~To complement the operation of the ~~volatility~~company’s long-term incentive arrangements, we will in future, operate formal shareholding guidelines for executive directors. The target holding will be 200% of the ~~stock market~~salary for the chief executive and 125% of salary for the ~~share retention features~~other executive directors consistent with median practice in FTSE 100 companies that ~~already exist in the annual bonus share matching plan and long-term incentive plans.~~operate such arrangements.

Service agreements

In accordance with long established policy, all continuing executive directors have rolling service agreements under which, other than by termination in accordance with the terms of these agreements, employment continues until retirement.

The committee reviewed the policy on executive ~~employment~~service agreements in ~~2008. For future~~2008 and again in 2010. Future executive ~~directors,~~director service agreements should provide that the company may terminate these agreements by giving no more than 12 months’ notice. As an alternative, ~~to giving notice,~~ the company may at its discretion pay ~~salary, target annual incentive and the cost of pension and other benefits~~ in lieu of that notice. Payment in lieu of notice may be made in instalments and may be subject to mitigation. In the case of the longer serving directors with legacy employment agreements, the compensation payable in circumstances where the company terminates the agreements without notice or cause takes the form of liquidated damages.

There are no special provisions for notice, pay in lieu of notice or liquidated damages in the event of termination of employment in the event of a change of control of Pearson. On termination of employment, executive directors’ entitlements to any vested or unvested awards under Pearson’s discretionary share plans are treated in accordance with the terms of the relevant plan.

Retirement benefits

Executive directors participate in the pension arrangements set up for Pearson employees. Marjorie Scardino, Will Ethridge, John Makinson, Rona Fairhead and Robin Freestone will also have other retirement arrangements because of the cap on the amount of benefits that can be provided from the pension arrangements in the US and the UK.

The differences in the arrangements for the current executive directors reflect the different arrangements in the UK and the US and the changes in pension arrangements generally over the periods of their employment. ~~The pension arrangements for all the executive~~Executive directors ~~include~~are entitled to life insurance cover while in employment, and ~~entitlement~~ to a pension in the event of ill-health or disability. A pension for their spouseand/or dependants is also available on death.

In the US, the defined benefit arrangement is the Pearson Inc. Pension Plan. This plan provides a lump sum convertible to ~~a pension~~an annuity on retirement. The lump sum accrued at 6% of capped compensation until December 31, ~~December~~ 2001 when further benefit accruals ceased. Normal retirement age is 65 although early retirement is possible subject to a reduction for early payment. No increases are guaranteed for pensions in payment. There is a spouse’s pension on death in service and the option to provide a death in retirement pension by reducing the member’s pension.

The defined contribution arrangement in the US is a 401(k) plan. At retirement, the account balances will be used to provide benefits. In the event of death before retirement, the account balances will be used to provide benefits for dependants.

In the UK, the pension plan is the Pearson Group Pension Plan and executive directors participate in either the Final Pay or the Money Purchase 2003 section. Normal retirement age is 62, but, subject to company consent, retirement is currently possible ~~after~~from age ~~50 (age 55 from April 2010).~~55. In the Final Pay section, the accrued pension is reduced on retirement prior to age 60. Pensions in payment are guaranteed to increase each year at 5% or the ~~increase~~rise in ~~the Index of Retail Prices,~~inflation each year, if lower. Pensions for a member’s spouse, dependant childrenand/or nominated financial dependant are payable in the event of death. In the Money Purchase 2003 section the account balances are used to provide benefits at retirement. In the event of death before retirement pensions for a member’s spouse, dependant childrenand/or nominated financial dependant are payable.

Members of the Pearson Group Pension Plan who joined after May 1989 are subject to an upper limit of earnings that can be used for pension purposes, known as the earnings cap. This limit, £108,600 as at April 6, ~~April~~ 2006, was abolished by the Finance Act 2004. However the Pearson Group Pension Plan has retained its own ~~’cap’~~‘cap’, which

will increase annually in line with the UK Government’s Index of Retail Prices (All Items). The cap was ~~£117,600~~£123,600 as at April 6, ~~April 2008.~~2010.

As a result of the UK Government’sA-Day changes effective from April 2006, UK executive directors and other members of the Pearson Group Pension Plan who are, or become, affected by the lifetime allowance are provided with a cash supplement as an alternative to further accrual of pension benefits on a basis that is broadly cost neutral to the company.

Marjorie Scardino

Marjorie Scardino participates in the Pearson Inc. Pension Plan and the approved 401(k) plan.

~~Additional~~Since 2010, additional pension benefits are provided ~~through an~~through: a taxable and non-pensionable cash supplement in place of the unfunded ~~unapproved defined contribution plan and~~plan; a funded defined contribution plan approved by HM Revenue and Customs (HMRC) as a corresponding ~~plan to replace part of~~plan; and amounts in the legacy unfunded plan. In aggregate, the cash supplement and contributions to the funded plan are based on a percentage of salary and a fixed cash amount index-linked to inflation. The ~~account~~notional cash balance of the legacy unfunded ~~unapproved defined contribution~~ plan ~~is determined by reference to the value of a notional cash account that~~ increases annually by a specified notional interest rate. ~~This~~The unfunded plan also provides the opportunity to convert a proportion of this notional cash account into a notional share account reflecting the value of a number of Pearson ordinary shares. The number of shares in the notional share account is determined by reference to the market value of Pearson shares at the date of conversion.

~~David Bell~~

~~David Bell is a member of the Pearson Group Pension Plan. He was eligible for a pension of two-thirds of his final base salary at age 62 due to his long service.~~

Will Ethridge

Will Ethridge is a member of the Pearson Inc. Pension Plan and the approved 401(k) plan. He also participates in an unfunded, ~~unapproved~~non-qualified Supplemental Executive Retirement Plan (SERP) that provides an annual accrual of 2% of final average earnings, less benefits accrued in the Pearson Inc. Pension Plan and US Social Security. Additional defined contribution benefits are provided through a funded, ~~unapproved 401(k) excess plan.~~non-qualified Excess Plan.

Rona Fairhead

Rona Fairhead is a member of the Pearson Group Pension Plan. Her pension accrual rate is 1/30th of pensionable salary per annum, restricted to the plan earnings cap. Until April 2006, the company also contributed to a Funded Unapproved Retirement Benefits Scheme (FURBS) on her behalf. Since April 2006, she has received a taxable and non-pensionable cash supplement in replacement of the FURBS.

Robin Freestone

Robin Freestone is a member of the Money Purchase 2003 section of the Pearson Group Pension Plan. Company contributions are 16% of pensionable salary per annum, restricted to the plan earnings cap. Until April 2006, the company also contributed to a Funded Unapproved Retirement Benefits Scheme (FURBS) on his behalf. Since April 2006, he has received a taxable and non-pensionable cash supplement in replacement of the FURBS.

John Makinson

John Makinson is a member of the Pearson Group Pension Plan under which his pensionable salary is restricted to the plan earnings cap. The company ceased contributions on December 31, ~~December~~ 2001 to his FURBS arrangement. During 2002 it set up an Unfunded Unapproved Retirement Benefits Scheme (UURBS) for him. The UURBS tops up the pension payable from the Pearson Group Pension Plan and the closed FURBS to target a pension of two-thirds of a revalued base salary on retirement at age 62. The revalued base salary is defined as £450,000 effective at June 1, ~~June~~ 2002, increased at January 1, ~~January~~ each year by reference to the increase in the UK Government’s Index of Retail Prices (All Items). In the event of his death a pension from the Pearson Group Pension Plan, the FURBS and the UURBS will be paid to his spouse or nominated financial dependant. Early retirement is currently possible from age ~~50 (age~~ 55, ~~from April 2010),~~ with company consent.

The pension is reduced to reflect the shorter service, and before age 60, further reduced for early payment.

Executive directors’ non-executive directorships

Our policy is that executive directors may, by agreement with the board, serve as non-executives of other companies and retain any fees payable for their services.

The following executive directors served as non-executive directors elsewhere and received fees or other benefits for the period covered by this report as follows: Marjorie Scardino (Nokia Corporation and MacArthur Foundation); Rona Fairhead (HSBC Holdings ~~plc)~~plc and ~~Robin Freestone (eChem)~~Spencer Stuart Advisory Board).

Chairman’s remuneration

Our policy is that the chairman’s pay should be set at a level that is competitive with those of chairmen in similar positions in comparable companies. He is not entitled to any annual or long-term incentive, retirement or other benefits.

There were no changes in the chairman’s remuneration in ~~2008.~~2010. With effect from 1 January 2007, his remuneration was £450,000 per year. We reviewed the chairman’s remuneration at the end of 2010 and agreed that this would be increased to £500,000 per year with effect from April 1, 2011. The next review will take place in three years’ time.

~~Non-Executive~~Non-executive directors

Fees for non-executive directors are determined by the full board having regard to market practice and within the restrictions contained in Pearson’s ~~articles~~Articles of ~~association.~~Association. Non-executive directors receive no other pay or

benefits (other than reimbursement for expenses incurred in connection with their directorship of Pearson) and do not participate in ~~the~~ Pearson’s equity-based incentive plans.

~~There were no changes in~~With effect from July 1, 2010, the structure and ~~level of non-executive directors’~~ fees ~~in 2008. With effect from 1 July 2007, these were~~are as follows:


	Fees payable from
	July 1, ~~2007~~2010 (£)

Non-executive director fee		~~60,000~~65,000
Chairmanship of audit committee		~~20,000~~25,000
Chairmanship of ~~personnel~~remuneration committee		~~15,000~~20,000
Membership of audit committee		10,000
Membership of ~~personnel~~remuneration committee		5,000
Senior independent director		~~15,000~~20,000

A minimum of 25% of the basic fee is paid in Pearson shares that the non-executive directors have committed to retain for the period of their directorships.

~~Terry Burns also receives a fee in respect of his non-executive directorship at Edexcel.~~

Non-executive directors serve Pearson under letters of appointment and do not have service contracts. There is no entitlement to compensation on the termination of their directorships.

Remuneration of senior management

Excluding contributions to pension funds and related benefits, senior management remuneration for ~~2008~~2010 was as follows:


	Salaries/		Annual								Salaries/		Annual
	Fees(1)		Incentive(2)		Allowances(3)		Benefits(4)		Total(5)		Fees		Incentive		Allowances(1)		Benefits(2+3)		Total
	£000		£000		£000		£000		£000		£000		£000		£000		£000		£000

Non-executive Chairman
Glen Moreno		450		—		—		—		450		450		—		—		—		450
Executive directors
Marjorie Scardino		950		1,017		55		35		2,057		969		1,606		70		17		2,662
David Bell		469		493		—		21		983
Will Ethridge (appointed 1 May 2008)		361		810		—		—		1,171
Will Ethridge												661		1,010		—		—		1,671
Rona Fairhead		506		494		—		36		1,036		516		826		12		19		1,373
Robin Freestone		450		491		—		16		957		460		685		7		6		1,158
John Makinson		525		500		183		32		1,240		536		801		232		6		1,575

Senior management as a group		3,711		3,805		238		140		7,894		3,592		4,928		321		48		8,889


	tax free to employees. For Marjorie Scardino, benefits include ~~£20,233~~£15,450 for pension planning and financial advice. Marjorie Scardino, Rona Fairhead ~~David Bell~~ and John Makinson have the use of a chauffeur.


~~(5)~~(3)	No amounts as compensation for loss of office and no expense allowances chargeable to UK income tax were paid during the year.

Share options of senior management

This table sets forth for each director the number of share options held as of December 31, ~~2008~~2010 as well as the exercise price, rounded to the nearest whole pence/cent, and the range of expiration dates of these options.

Number of
Exercise
Earliest

Director
Options (1) Price Exercise Date Expiry Date

Marjorie Scardino(2) 37,583 c* 1372.4p 06/08/02 06/08/09
37,583 c* 1647.5p 06/08/02 06/08/09
41,550 d* 1421.0p 05/09/02 05/09/11
41,550 d* 1421.0p 05/09/03 05/09/11
41,550 d* 1421.0p 05/09/04 05/09/11
41,550 d* 1421.0p 05/09/05 05/09/11

Total
241,366

David Bell 297 b 629.6p 08/01/09 02/01/10
821 b 690.4p 08/01/10 02/01/11
18,705 c* 1372.4p 06/08/02 06/08/09
18,705 c* 1647.5p 06/08/02 06/08/09
16,350 d* 1421.0p 05/09/02 05/09/11
16,350 d* 1421.0p 05/09/03 05/09/11
16,350 d* 1421.0p 05/09/04 05/09/11
16,350 d* 1421.0p 05/09/05 05/09/11

Total
103,928

Will Ethridge 10,802 c* 1372.4p 06/08/02 08/06/09
10,802 c* 1647.5p 06/08/02 08/06/09
11,010 d* $21.00 05/09/02 09/05/11
11,010 d* $21.00 05/09/03 09/05/11
11,010 d* $21.00 05/09/04 09/05/11
11,010 d* $21.00 05/09/05 09/05/11
14,680 d* $11.97 11/01/02 11/01/11
14,680 d* $11.97 11/01/03 11/01/11
14,680 d* $11.97 11/01/04 11/01/11

Total
109,684

Rona Fairhead 2,371 b 690.4p 08/01/12 02/01/13
20,000 d* 822.0p 11/01/02 11/01/11
20,000 d* 822.0p 11/01/03 11/01/11
20,000 d* 822.0p 11/01/04 11/01/11

Total
62,371


	~~Number of~~		~~Exercise~~	~~Earliest~~
~~Director~~	~~Options~~	~~(1)~~	~~Price~~	~~Exercise Date~~	~~Expiry Date~~

~~Robin Freestone~~	~~1,757~~	b	~~534.8p~~	~~08/01/11~~	~~02/01/12~~

~~Total~~	~~1,757~~

~~John Makinson~~	~~4,178~~	b	~~424.8p~~	~~08/01/10~~	~~02/01/11~~
	~~21,477~~	c*	~~1372.4p~~	~~06/08/02~~	~~06/08/09~~
	~~21,477~~	c*	~~1647.5p~~	~~06/08/02~~	~~06/08/09~~
	~~19,785~~	d*	~~1421.0p~~	~~05/09/02~~	~~05/09/11~~
	~~19,785~~	d*	~~1421.0p~~	~~05/09/03~~	~~05/09/11~~
	~~19,785~~	d*	~~1421.0p~~	~~05/09/04~~	~~05/09/11~~
	~~19,785~~	d*	~~1421.0p~~	~~05/09/05~~	~~05/09/11~~

~~Total~~	~~126,272~~


	Number of		Exercise	Earliest
Director	Options	(2)	Price	Exercise Date	Expiry Date

Marjorie Scardino	1,672	a	547.2p	08/01/12	02/01/13
	41,550	b*	1421.0p	05/09/02	05/09/11
	41,550	b*	1421.0p	05/09/03	05/09/11
	41,550	b*	1421.0p	05/09/04	05/09/11
	41,550	b*	1421.0p	05/09/05	05/09/11

Total	167,872

Will Ethridge	11,010	b*	$21.00	05/09/02	05/09/11
	11,010	b*	$21.00	05/09/03	05/09/11
	11,010	b*	$21.00	05/09/04	05/09/11
	11,010	b*	$21.00	05/09/05	05/09/11

Total	44,040

Rona Fairhead	2,371	a	690.4p	08/01/12	02/01/13
	20,000	b*	822.0p	11/01/02	11/01/11
	20,000	b*	822.0p	11/01/03	11/01/11
	20,000	b*	822.0p	11/01/04	11/01/11

Total	62,371

Robin Freestone	1,757	a	534.8p	08/01/11	02/01/12

Total	1,757

John Makinson	19,785	b*	1421.0p	05/09/02	05/09/11
	19,785	b*	1421.0p	05/09/03	05/09/11
	19,785	b*	1421.0p	05/09/04	05/09/11
	19,785	b*	1421.0p	05/09/05	05/09/11

Total	79,140


(1)	No variations to the terms and conditions of share options were made during the year.
~~Notes:~~
(2)		Each plan is described below.


~~(1)~~a	~~Shares~~Worldwide save for shares — The acquisition of shares under ~~option are designated as:~~a~~executive;~~bthe worldwide save for ~~shares;~~c~~premium priced;~~shares plan is not subject to the satisfaction of a performance target.


b	Long-term incentive — All options that remain outstanding are exercisable andd~~long-term incentive; and~~ lapse if they remain unexercised at the tenth anniversary of the date of grant.

*~~where~~	Where options are exercisable.


a(3)	~~Executive~~

The plans under which these options were granted were replaced with the introduction of the long-term incentive plan in 2001. No executive options have been granted to the directors since 1998. All options have now lapsed, having been unexercised at the tenth anniversary of the date of grant.


b	~~Worldwide save for shares~~

~~The acquisition of shares under the worldwide save for shares plan is not subject to the satisfaction of a performance target.~~


c	~~Premium priced~~

The plan under which these options were granted was replaced with the introduction of the long-term incentive plan in 2001. No Premium Priced Options (PPOs) have been granted to the directors since 1999. The share price targets for the three-year and five-year tranches of PPOs granted in 1999 have already been met prior to 2008. The share price target for the seven-year tranche of PPOs granted in 2000 was not met in 2008 and the options lapsed. The secondary real growth in earnings per share target for any PPOs to become exercisable has already been met prior to 2008. All PPOs that remain outstanding lapse if they remain unexercised at the tenth anniversary of the date of grant.


d	~~Long-term incentive~~

~~All options that remain outstanding are exercisable and lapse if they remain unexercised at the tenth anniversary of the date of grant.~~


~~(2)~~	~~In addition,~~ Marjorie Scardino contributes US$1,000 per month (the maximum allowed) to the US employee stock purchase plan. The terms of this plan allow participants to make monthly contributions for ~~one year~~ 6 month periods


	and to acquire shares twice annually at the end of ~~that period~~these periods at a price that is the lower of the market price at the beginning or the end of ~~the~~each period, both less 15%.


(4)	The market price on December 31, 2010 was 1,008.0p per share and the range during the year was 855.0p to 1,051.0p.

Share ownership of senior management

The table below sets forth the number of ordinary shares and restricted shares held by each of our directors as at February 28, ~~2009.~~2011. Additional information with respect to share options held by, and bonus awards for, these persons is set out above in “Remuneration of Senior Management” and “Share Options ~~for~~of Senior Management”. The total number of ordinary shares held by senior management as of February 28, ~~2009~~2011 was ~~1,916,299~~2,735,220 representing less than 1% of the issued share capital on February 28, ~~2009.~~2011.


	Ordinary		Restricted		Ordinary		Restricted
As at March 31, 2009	shares(1)		shares(2)
As at February 28, 2011					shares(1)		shares(2)

Glen Moreno		210,000		—		150,000		—
Marjorie Scardino		632,755		1,957,861		1,107,118		1,641,511
David Arculus		11,740		—		14,053		—
David Bell		250,348		593,970
Terry Burns		10,290		—
Terry Burns (stepped down on April 30, 2010 )						12,222		—
Patrick Cescau		4,144		—		6,282		—
Will Ethridge		128,758		490,192		333,395		665,820
Rona Fairhead		209,259		699,460		342,669		467,143
Robin Freestone		44,379		400,216		193,954		560,526
Susan Fuhrman		7,365		—		11,363		—
Ken Hydon		8,559		—		10,715		—
John Makinson		397,733		668,469		551,039		446,042
CK Prahalad		969		—
CK Prahalad (deceased April 16, 2010)						2,410		—

Notes:


~~Notes:~~(1)


~~(1)~~	~~Amounts~~Ordinary shares include both ordinary shares listed on the London Stock Exchange and American Depositary Receipts (ADRs) listed on the New York Stock Exchange. The figures include both shares and ADRs acquired by individuals investing part of their own after-tax annual bonus in Pearson shares under the annual bonus share matching ~~plan and amounts purchased in the market by individuals.~~plan.

(2)	~~Restricted shares comprise awards made under the annual bonus share matching and long-term incentive plans. The~~	From 2004, Marjorie Scardino is also deemed to be interested in a further number of shares ~~shown represents~~under her unfunded pension arrangement described in this report, which provides the ~~maximum~~opportunity to convert a proportion of her notional cash account into a notional share account reflecting the value of a number of Pearson shares.

(3)		The register of directors’ interests (which is open to inspection during normal office hours) contains full details of directors’ shareholdings and options to subscribe for shares. The market price on December 31, 2010 was 1,008.0p per share and the range during the year was 855.0p to 1,051.0p.

(4)		At December 31, 2010, Patrick Cescau held 168,000 Pearson bonds.

(5)		Ordinary shares ~~which may vest, subject to the performance conditions being fulfilled.~~do not include any shares vested but held pending release under a restricted share plan.

Employee share ownership plans

Worldwide save for shares and US employee share purchase plans

In 1998, we introduced a worldwide save for shares plan. Under this plan, our employees around the world have the option to save a portion of their monthly salary over periods of three, five or seven years. At the end of this period, the employee has the option to purchase ordinary shares with the accumulated funds at a purchase price equal to 80% of the market price prevailing at the commencement of the employee’s participation in the plan.

In the United States, this plan operates as a stock purchase plan under Section 423 of the US Internal Revenue Code of 1986. This plan was introduced in 2000 following Pearson’s listing on the New York Stock Exchange. Under it, participants save a portion of their monthly salary over six month periods, at the end of which they have the

option to purchase ADRs with their accumulated funds at a purchase price equal to 85% of the lower of the market price prevailing at the beginning or end of the period.

Board ~~Practices~~practices

Our board currently comprises the chairman, who is a part-time non-executive director, ~~six~~five executive directors and ~~six~~five non-executive directors. Our articles of association provide that at every annual general meeting, one-third of the board of directors, or the number nearest to one-third, shall retire from office. The directors to retire each year are the directors who have been longest in office since their last election or appointment. A retiring director is eligible for re-election. If at any annual general meeting, the place of a retiring director is not filled, the retiring director, if willing, is deemed to have been re-elected, unless at or prior to such meeting it is expressly resolved not

to fill the vacated office, or unless a resolution for the re-election of that director has been put to the meeting and lost. Our articles of association also provide that every director be subject to re-appointment by shareholders at the next annual general meeting following their appointment.

However ~~this year, and in future years,~~since 2008, in accordance with good corporate governance, the board ~~have~~has resolved that all directors should offer themselves for re-election on an annual basis at the company’s annual general meeting. Accordingly, all of the directors will offer themselves for re-election, (or ~~reappointment~~re-appointment in the case of directors who were appointed since the last meeting), at the forthcoming ~~AGM~~annual general meeting on ~~1 May 2009.~~28 April 2011.

~~Details~~Pearson is listed on the New York Stock Exchange (“NYSE”). As a listed non-US issuer, we are required to comply with some of ~~our approach to~~the NYSE’s corporate governance rules, and ~~an account of how we comply with NYSE requirements can be found~~otherwise must disclose on our website ~~(www.pearson.com/investor/corpgov.htm).~~any significant ways in which our corporate governance practices differ from those followed by US companies under the NYSE listing standards. At this time, the Company believes that it is in compliance in all material respects with all the NYSE rules except that the Nomination Committee is not composed entirely of independent directors, and that it is the full board, not the Nomination Committee, that develops and recommends corporate governance principles.

The board of directors has established the following committees, all of which report to the board. Each committee has its own written terms of reference setting out their authority and duties. These can be found on our website (www.pearson.com/~~investor/~~investors/shareholder-information/governance).

Audit committee

This committee provides the board with a vehicle to appraise our financial management and reporting and to assess the integrity of our accounting procedures and financial controls. Ken Hydon chairs this committee and its other members are David Arculus, Patrick Cescau, Susan Fuhrman and ~~Susan Fuhrman.~~Joshua Lewis. Ken Hydon is also the designated audit committee financial expert within the meaning of the applicable rules and regulations of the US Securities and Exchange Commission. Our internal and external auditors have direct access to the committee to raise any matter of concern and to report the results of work directed by the committee.

~~Personnel~~Remuneration committee

This committee meets regularly to decide the remuneration and benefits of the executive directors and the chief executives of our three operating divisions. The committee also recommends the chairman’s remuneration to the board of directors for its decision and reviews management development and succession plans. David Arculus chairs this committee and its other members are ~~Terry Burns,~~Patrick Cescau, Glen Moreno and Ken Hydon.

Nomination committee

This committee meets from time to time as necessary to consider the appointment of new directors. The committee is chaired by Glen Moreno and comprises Marjorie Scardino and all of the non-executive directors.

Employees

The average number of persons employed by us in continuing operations during each of the three fiscal years ended ~~2008~~2010 were as follows:


	•	~~33,680~~36,317 in fiscal ~~2008,~~2010,


	•	~~32,692~~34,705 in fiscal ~~2007,~~2009, and

	•	~~34,341~~31,171 in fiscal ~~2006.~~2008.

We, through our subsidiaries, have entered into collective bargaining agreements with employees in various locations. Our management has no reason to believe that we would not be able to renegotiate any such agreements on satisfactory terms. We encourage employees to contribute actively to the business in the context of their particular job roles and believe that the relations with our employees are generally good.

The table set forth below shows for ~~2008, 2007~~2010, 2009 and ~~2006~~2008 the average number of persons employed in each of our operating divisions.


Average number employed	2008		2007		2006		2010		2009		2008

North American Education		15,412		14,327		12,710		14,828		15,606		15,412
International Education		5,718		5,291		4,472		10,713		8,899		5,718
Professional		2,641		2,540		2,223		3,721		2,662		2,641
FT Group								2,557		2,328		2,379
Penguin		4,112		4,163		3,943		3,470		4,163		4,112
FT Publishing		2,379		2,083		1,766
Interactive Data		2,413		2,300		2,200
Other		909		918		900		1,028		1,047		909

Continuing operations		33,584		31,622		28,214		36,317		34,705		31,171

Discontinued operations		96		1,070		6,127

Total		33,680		32,692		34,341

~~ITEM 7.~~ ~~MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS~~The average number employed in discontinued operations was 2,459 in 2009 and 2,509 in 2008.


ITEM 7.	*MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS*

To our knowledge, as of February 28, ~~2009,~~2011, the ~~only~~ beneficial owners of 3% or more of our issued and outstanding ordinary share capital were ~~Legal & General Group plc which owned 33,336,528 ordinary shares representing 4.12% of our outstanding ordinary shares.~~ as follows:


			% of outstanding
			ordinary shares
			represented by
	Number of ordinary		number of shares
Name of shareholder	shares held		held

Legal & General Group plc		32,300,784		3.98	%
Libyan Investment Authority		24,431,000		3.01	%

On February 28, ~~2009,~~2011, record holders with registered addresses in the United States held ~~33,008,366~~48,543,471 ADRs, which represented ~~4.08%~~5.97% of our outstanding ordinary shares. Some of these ADRs are held by nominees and so these numbers may not accurately represent the number of beneficial owners in the United States.

Loans and equity advanced to joint ventures and associates during the year and as at December 31, ~~2008~~2010 are shown in note 12 in “Item 18. Financial Statements.” ~~Amounts due from joint ventures and associates are set out in note 22 and dividends~~Dividends receivable from joint ventures and associates are set out in note 12 in “Item 18. Financial Statements”. There were no other related party transactions in ~~2008.~~2010.

~~ITEM 8.~~ ~~FINANCIAL INFORMATION~~


ITEM 8.	*FINANCIAL INFORMATION*

The financial statements filed as part of this Annual Report are included on pages F-1 through ~~F-70~~F-69 hereof.

Other than those events described in note 3735 in “Item 18. Financial Statements” of thisForm 20-F and seasonal fluctuations in borrowings, there has been no significant change to our financial condition or results of operations since December 31, ~~2008.~~2010. Our borrowings fluctuate by season due to the effect of the school year on the working capital requirements of the educational book business. Assuming no acquisitions or disposals, our maximum level of net debt normally occurs in July, and our minimum level of net debt normally occurs in December.

Our policy with respect to dividend distributions is described in response to “Item 3. Key Information” above.

~~ITEM 9.~~ ~~THE OFFER AND LISTING~~


ITEM 9.	*THE OFFER AND LISTING*

The principal trading market for our ordinary shares is the London Stock Exchange. Our ordinary shares also trade in the United States in the form of ADSs evidenced by ADRs under a sponsored ADR facility with The Bank of New York Mellon, as depositary. We established this facility in March 1995 and amended it in August 2000 in connection with our New York Stock Exchange listing. Each ADS represents one ordinary share.

The ADSs trade on the New York Stock Exchange under the symbol “PSO”.

The following table sets forth the highest and lowest middle market quotations, which represent the average of closing bid and asked prices, for the ordinary shares, as derived from the Daily Official List of the London Stock Exchange and the average daily trading volume on the London Stock Exchange:


	•	on an annual basis for our five most recent fiscal years,


	•	on a quarterly basis for our most recent quarter and two most recent fiscal years, and

	•	on a monthly basis for the six most recent months.


							Ordinary
	Ordinary shares				Average daily		shares				Average daily
Reference period	High		Low		trading volume		High		Low		trading volume
	(In pence)						(In pence)				(Ordinary shares)
					(Ordinary shares)

Five most recent fiscal years
2010								1051		855		2,424,600
2009								893		578		4,030,500
2008		733		519		4,758,300		733		519		4,758,300
2007		915		695		6,405,600		915		695		6,405,600
2006		811		671		5,004,500		811		671		5,004,500
2005		695		608		5,296,700
2004		682		579		6,219,200
Most recent quarter and two most recent fiscal years
2008 Fourth quarter		651		520		5,603,400
2010 Fourth quarter								1034		926		2,126,500
Third quarter		705		570		4,748,000		1029		864		2,167,800
Second quarter		710		611		3,590,800		1051		888		2,967,400
First quarter		733		682		5,083,300		1037		855		2,466,700
2007 Fourth quarter		798		695		5,156,300
2009 Fourth quarter								893		755		2,777,200
Third quarter		843		729		6,481,400		777		578		3,158,500
Second quarter		915		825		7,390,600		733		600		4,554,700
First quarter		872		762		6,632,100		714		584		5,695,700
Most recent six months
February 2009		677		627		4,575,200
January 2009		674		584		6,426,800
December 2008		651		593		4,387,800
November 2008		622		567		4,736,800
October 2008		633		520		7,449,400
September 2008		705		580		5,560,800
February 2011								1064		1013		1,524,200
January 2011								1066		983		2,075,800
December 2010								1034		961		1,673,100
November 2010								974		926		1,909,900
October 2010								1009		948		2,806,800
September 2010								1022		985		1,877,000


ITEM 10.	*ADDITIONAL INFORMATION*

~~ITEM 10.~~ ~~ADDITIONAL INFORMATION~~

~~Memorandum and articles~~Articles of association

We summarize below the material provisions of our ~~memorandum and~~ articles of association, as amended, which have been filed as an exhibit to our annual report onForm 20-F for the year ended December 31, ~~2008.~~2010. The summary below is qualified entirely by reference to the ~~Memorandum and~~ Articles of Association. We have multiple business objectives and purposes and are authorized to do such things as the board may consider fit to further our interests or incidental or conducive to the attainment of our objectives and purposes.

Directors’ powers

Our business shall be managed by the board of directors and the board may exercise all such of our powers as are not required by law or by the Articles of Association or by any directions given by the Company by special resolution, to be exercised ~~by resolution of the shareholders~~ in a general meeting.

Interested directors

For the purposes of section 175 of the Companies Act 2006 the board may ~~authorise~~authorize any matter proposed to it which would, if not so ~~authorised,~~authorized, involve a breach of duty by a Director under that section, including, without

limitation, any matter which relates to a situation in which a Director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company. Any such ~~authorisation~~authorization will be effective only if:


	(a)	any requirement as to quorum at the meeting at which the matter is considered is met without counting the Director in question or any other interested Director; and


	(b)	the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.

The board may (whether at the time of the giving of the ~~authorisation~~authorization or subsequently) make any such ~~authorisation~~authorization subject to any limits or conditions it expressly imposes, but such ~~authorisation~~authorization is otherwise given to the fullest extent permitted. The board may vary or terminate any such ~~authorisation~~authorization at any time.

Provided that he has disclosed to the board the nature and extent of his interest, a Director notwithstanding his office:


	(a)	may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;


	(b)	may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director;


	(c)	may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested.

A Director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:


	(a)	the acceptance, entry into or existence of which has been approved by the board (subject, in any such case, to any limits or conditions to which such approval was subject); or


	(b)	which he is permitted to hold or enter into by virtue of paragraph (a), (b) or (c) above;

nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.

A Director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person. However, to the extent that his relationship with that other person gives rise to a conflict of interest

or possible conflict of interest, which has been approved by the board: the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he fails:


	(a)	to disclose any such information to the board or to any Director or other officer or employee of the Company; and/or


	(b)	to use or apply any such information in performing his duties as a Director of the Company.

Where the existence of a Director’s relationship with another person has been approved by the board and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the Director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act because he:


	(a)	absents himself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or


	(b)	makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the Companyand/or for such documents and information to be received and read by a professional adviser,

for so long as he reasonably believes such conflict of interest or possible conflict of interest subsists.

Except as stated below, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has an interest which is, to his knowledge, a material interest, otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A Director shall not be counted in the quorum at a meeting of the Board in relation to any resolution on which he is debarred from voting.

Notwithstanding the foregoing, a director will be entitled to vote, and be counted in the quorum, on any resolution concerning any of the following matters:


	•	the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of the Company or any of its subsidiaries;

	•	the giving of any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

	•	any proposal relating to the Company or any of its subsidiary undertakings where it is offering securities in which offer a Director is or may be entitled to participate as a holder of securities or in the underwriting orsub-underwriting of which a Director is to participate;

	•	any proposal relating to another company in which he and any persons connected with him do not to his knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the ~~Companies Act 2006)~~Act) representing one per ~~cent.~~cent or more of either any class of the equity share capital, or the voting rights, in such company;

	•	any proposal relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates; and

	•	any proposal concerning insurance that we propose to maintain or purchase for the benefit of directors or for the benefit of persons, including directors.

Where proposals are under consideration concerning the appointment of two or more directors to offices or employment with us or any company in which we are interested, these proposals may be divided and considered separately and each of these directors, if not prohibited from voting under the ~~proviso~~provisions of the ~~fourth clause above,~~eighth paragraph before this one, will be entitled to vote and be counted in the quorum with respect to each resolution except that concerning his or her own appointment.

Borrowing powers

The board of directors may exercise all powers to borrow money and to mortgage or charge our undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any of our or any third party’s debts, liabilities or obligations. The board of directors must restrict the borrowings in order to secure that the aggregate amount of undischarged monies borrowed by us (and any of our subsidiaries), but excluding any intra-group debts, shall not at any time (without the previous sanction of the Company in the form of an ordinary resolution) exceed a sum equal to twice the aggregate of the adjusted capital and ~~reserves, unless the shareholders in general meeting sanction an excession of this limitation.~~reserves.

Other provisions relating to directors

Under the articles of association, directors are paid out of our funds for their services as we may from time to time determine by ordinary resolution and, in the case of non-executive directors, up to an aggregate of £750,000 or such other amounts as resolved by the shareholders at a general meeting. Directors currently are not required to ~~be qualified by owning our shares. Changes to the Companies Act, which came into force on April 7, 2007, now permit the appointment of a director age 70 or over.~~hold any share qualification.

Annual general meetings

~~Shareholders’ meetings could previously be either~~In every year the Company must hold an annual general ~~meetings or extraordinary~~meeting (within a period of not more than 15 months after the date of the preceding annual general ~~meetings. However the concept of an extraordinary meeting has not been retained~~meeting) at a place and time determined by the ~~Companies Act 2006 and shareholder meetings can now only be annual general meetings.~~

board. The following matters are usually ~~transacted~~considered at an annual general meeting:


	•	approving final dividends;


	•	consideration of the accounts and balance sheet;

	•	ordinary reports of the board of directors and auditors and any other documents required to be annexed to the balance sheet;

	•	~~as holders~~the re-appointment or re-election of ordinary shares vote for the election of one-third of the members of the board of directors at every annual general meeting, the appointment or election of directors in the place of those retiring by rotation or otherwise;directors;

	•	appointment or reappointment of, and ~~determination of~~authorizing the directors to determine the remuneration of, the auditors; and

	•	the renewal, limitation, extension, variation or grant of any authority ~~of or~~ to the board ~~pursuant~~in relation to the ~~Companies Act 1985, to allot~~allotment of securities.

~~We hold our annual general meeting within fifteen months after the date of the preceding annual general meeting, at a place and time determined by the board.~~

The board may call a general meeting whenever it thinks fit. If at any time there are not within the United Kingdom sufficient directors capable of acting to form a quorum, any director or any two members may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the board.

No business shall be dealt with at any general meeting unless a quorum is present when the meeting proceeds to business. Three members present in person and entitled to vote shall be a quorum for all purposes. A corporation being a member shall be deemed to be personally present if represented by its duly authorized representative.

If a quorum for a meeting convened at the request of shareholders is not present within fifteen minutes of the appointed time, the meeting will be dissolved. In any other case, the general meeting will be adjourned to the same day in the next week, at the same time and place, or to a time and place that the chairman fixes. If at that rescheduled meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the shareholders present in person or by proxy will be a quorum. The chairman or, in his absence, the deputy chairman or any other director nominated by the board, will preside as chairman at every general meeting. If no director is present at the general meeting or no director consents to act as chairman, the shareholders present shall elect one of their number to be chairman of the meeting.

~~Ordinary shares~~Share certificates

~~Certificates representing ordinary~~Every person whose name is entered as a member in the Company’s Register of Members shall be entitled to one certificate in respect of each class of shares ~~are issued in registered form and, subject~~held. (The law regarding this does not apply to stock exchange

nominees). Subject to the terms of issue of ~~those~~the shares, certificates are issued following allotment or receipt of the form of transfer bearing the appropriate stamp duty by our ~~registrars,~~registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 ~~6TH,~~6DA, United Kingdom, telephone number ~~+44-845-607-6838.~~+44 (0) 121 415 7062.

Share capital

Any share may be issued with such preferred, deferred or other special rights or other restrictions as we may determine by way of a shareholders’ vote in general meeting. Subject to the ~~Companies~~ Act, ~~2006,~~ any shares may be issued on terms that they are, or at our or the shareholders’ option are, liable to be redeemed on such terms and in such manner as we, before the issue of the shares, may determine by special resolution of the shareholders.

There are no provisions in the Articles of Association which discriminate against any existing or prospective shareholder as a result of such shareholder owning a substantial number of shares.

Subject to the terms of the shares which have been issued, the directors may from time to time make calls upon the shareholders in respect of any moneys unpaid on their shares, provided that (subject to the terms of the shares so issued) no call on any share shall be payable at less than fourteen clear days from the last call. The directors may, if they see fit, receive from any shareholder willing to advance the same, all and any part of the moneys uncalled and unpaid upon any shares held by him.

~~Changes in capital~~

~~We may from time to time, by ordinary resolution:~~


	•	~~consolidate and divide our share capital into shares of a larger amount than its existing shares; or~~

	•	~~sub-divide all of or any of our existing shares into shares of smaller amounts than is fixed by the Memorandum of Association, subject to the Companies Act 2006; or~~

	•	cancel any shares which, at the date of passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

We may, from time to time, by ordinary resolution increase our share capital and, by special resolution, decrease our share capital, capital redemption reserve fund and any share premium account in any way.

Voting rights

Every holder of ordinary shares present in person at a meeting of shareholders has one vote on a vote taken by a show of hands. On a poll, every holder of ordinary shares who is present in person or by proxy has one vote for every ordinary share of which he or she is the holder. Voting at any meeting of shareholders is by a show of hands unless a poll is properly demanded before the declaration of the results of a show of hands. A poll may be demanded by:


	•	the chairman of the meeting;

	•	at least three shareholders present in person or by proxy and entitled to vote;

	•	any shareholder or shareholders present in person or by proxy representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; or

	•	any shareholder or shareholders present in person or by proxy holding shares conferring a right to vote at the meeting being shares on which the aggregate sum paid up is equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

Dividends

Holders of ordinary shares are entitled to receive dividends out of our profits that are available by law for distribution, as we may declare by ordinary resolution, subject to the terms of issue thereof. However, no dividends may be declared in excess of an amount recommended by the board of directors. The board may pay interim dividends to the shareholders as it deems fit. We may invest or otherwise use all dividends left unclaimed for six months after having been declared for our benefit, until claimed. All dividends unclaimed for a period of twelve years after having been declared will be forfeited and revert to us.

The directors may, with the sanction of aan ordinary resolution of the shareholders, offer any holders of ordinary shares the right to elect to receive ordinary shares credited as fully paid, in whole or in part, instead of cash in respect of such dividend.

The directors may deduct from any dividend payable to any shareholder all sums of money (if any) presently payable by that shareholder to us on account of calls or otherwise in relation to our shares.

Liquidation rights

In the event of our liquidation, after payment of all liabilities, our remaining assets would be used to repay the holders of ordinary shares the amount they paid for their ordinary shares. Any balance would be divided among the holders of ordinary shares in proportion to the nominal amount of the ordinary shares held by them.

Other provisions of the articles of association

Whenever our capital is divided into different classes of shares, the special rights attached to any class may, unless otherwise provided by the terms of the issue of the shares of that class, be varied or abrogated, either with the

written consent of the holders of three-fourths of the issued shares of the class or with the sanction of ~~an extraordinary~~a special resolution passed at a separate meeting of these holders.

In the event that a shareholder or other person appearing to the board of directors to be interested in ordinary shares fails to comply with a notice requiring him or her to provide information with respect to their interest in voting shares pursuant to section 820 of the ~~Companies~~ Act, ~~2006,~~ we may serve that shareholder with a notice of default. After service of a default notice, that shareholder shall not be entitled to attend or vote at any general meeting or at a separate meeting of holders of a class of shares or on a poll until he or she has complied in full with our information request.

If the shares described in the default notice represent at least one-fourth of 1% in nominal value of the issued ordinary shares, then the default notice may additionally direct that in respect of those shares:


	•	we will not pay dividends (or issue shares in lieu of dividends); and

	•	we will not register transfers of shares unless the shareholder is not himself in default as regards supplying the information requested and the transfer, when presented for registration, is in such form as the board of directors may require to the effect that after due and careful inquiry, the shareholder is satisfied that no person in default is interested in any of the ordinary shares which are being transferred or the transfer is an approved transfer, as defined in our articles of association.

No provision of our articles of association expressly governs the ordinary share ownership threshold above which shareholder ownership must be disclosed. Under ~~the Companies Act 2006,~~UK regulations, any person who acquires, either alone or, in specified circumstances, with ~~others:~~


	•	~~a material interest in our voting share capital equal to or in excess of 3%; or~~

	•	~~a non-material interest equal to or in excess of 10%,~~

others an interest in our voting share capital equal to or in excess of 3% (and each percentage point above it) comes under an obligation to disclose prescribed particulars to us in respect of those ordinary shares. A disclosure obligation also arises where a person’s notifiable interests fall below the notifiable percentage, or where, above that level, the percentage of our voting share capital in which a person has a notifiable interest increases or decreases.

Limitations affecting holders of ordinary shares or ~~ADSs~~American Depositary Shares (ADSs)

Under English law and our ~~memorandum and~~ articles of association, persons who are neither UK residents nor UK nationals may freely hold, vote and transfer ordinary shares in the same manner as UK residents or nationals.

With respect to the items discussed above, applicable UK law is not materially different from applicable US law.

Material contracts

Pearson has not entered into any contracts outside the ordinary course of business during the two year period immediately preceding the date of this annual report.

Executive employment contracts

We have entered into agreements with each of our executive directors pursuant to which such executive director is employed by us. These agreements describe the duties of such executive director and the compensation to be paid by us. See “Item 6. Directors, Senior Management and Employees — Compensation of Senior Management”. Each agreement may be terminated by us on 12 months’ notice or by the executive director on six months’ notice. In the event we terminate any executive director, excluding the current chief financial officer, without giving the full 12 months’ advance notice, the executive director is entitled to receive liquidated damages equal to 12 months’ base salary and benefits together with a proportion of potential bonus. The chief financial officer has no contractual provisions for compensation on termination by the company without notice or cause.

6257

Exchange controls

There are no UK government laws, decrees, regulations or other legislation which restrict or which may affect the import or export of capital, including the availability of cash and cash equivalents for use by us or the remittance of dividends, interest or other payments to nonresident holders of our securities, except as otherwise described under ~~“— Tax~~“Tax Considerations” below.

Tax considerations

The following is a discussion of the material US federal income tax considerations and UK tax considerations arising from the acquisition, ownership and disposition of ordinary shares and ADSs by a US holder. A US holder is a beneficial owner of ordinary shares or ADSs who is:


	•	an individual citizen or resident of the US, or

	•	a corporation created or organized in or under the laws of the US or any of its political subdivisions, or

	•	an estate or trust the income of which is subject to US federal income taxation regardless of its source.

This discussion deals only with ordinary shares and ADSs that are held as capital assets by a US holder, and does not address tax considerations applicable to US holders that may be subject to special tax rules, such as:


	•	dealers or traders in securities or currencies,

	•	financial institutions or other US holders that treat income in respect of the ordinary shares or ADSs as financial services income,

	•	insurance companies,

	•	tax-exempt entities,

	•	US holders that hold the ordinary shares or ADSs as a part of a straddle or conversion transaction or other arrangement involving more than one position,

	•	US holders that own, or are deemed for US tax purposes to own, 10% or more of the total combined voting power of all classes of our voting stock,

	•	US holders that have a principal place of business or “tax home” outside the United States, or

	•	US holders whose “functional currency” is not the US dollar.

For US federal income tax purposes, holders of ADSs will be treated as the owners of the ordinary shares represented by those ADSs.

In addition, the following discussion assumes that The Bank of New York will perform its obligations as depositary in accordance with the terms of the depositary agreement and any related agreements.

Because US and UK tax consequences may differ from one holder to the next, the discussion set out below does not purport to describe all of the tax considerations that may be relevant to you and your particular situation. Accordingly, you are advised to consult your own tax advisor as to the US federal, state and local, UK and other, including foreign, tax consequences of investing in the ordinary shares or ADSs. The statements of US and UK tax law set out below are based on the laws and interpretations in force as of the date of this Annual Report, and are subject to any changes occurring after that date.

UK income taxation of distributions

The UK does not impose dividend withholding tax on dividends paid to US holders.

US income taxation of distributions

Distributions that we make with respect to the ordinary shares or ADSs, other than distributions in liquidation and distributions in redemption of stock that are treated as exchanges, will be taxed to US holders as ordinary

dividend income to the extent that the distributions do not exceed our current and accumulated earnings and profits.

The amount of any distribution will equal the amount of the cash distribution. Distributions, if any, in excess of our current and accumulated earnings and profits will constitute a non-taxable return of capital to a US holder and will be applied against and reduce the US holder’s tax basis in its ordinary shares or ADSs. To the extent that these distributions exceed the tax basis of the US holder in its ordinary shares or ADSs, the excess generally will be treated as capital gain.

Dividends that we pay will not be eligible for the dividends received deduction generally allowed to US corporations under Section 243 of the Code.

In the case of distributions in pounds, the amount of the distributions generally will equal the US dollar value of the pounds distributed, determined by reference to the spot currency exchange rate on the date of receipt of the distribution by the US holder in the case of shares or by The Bank of New York in the case of ADSs, regardless of whether the US holder reports income on a cash basis or an accrual basis. The US holder will realize separate foreign currency gain or loss only to the extent that this gain or loss arises on the actual disposition of pounds received. For US holders claiming tax credits on a cash basis, taxes withheld from the distribution are translated into US dollars at the spot rate on the date of the distribution; for US holders claiming tax credits on an accrual basis, taxes withheld from the distribution are translated into US dollars at the average rate for the taxable year.

A distribution by the Company to noncorporate shareholders before ~~2011~~2013 will be taxed as net capital gain at a maximum rate of 15%, provided certain holding periods are met, to the extent such distribution is treated as a dividend under US federal income tax principles.

UK income taxation of capital gains

Under the Income Tax Treaty, each country generally may tax capital gains in accordance with the provisions of its domestic law. Under present UK law, a US holder that is not a resident, and, in the case of an individual, not ordinarily resident, in the UK for UK tax purposes and who (in the case of an individual) does not carry on a trade, profession or vocation in the UK through a branch or agency, or (in the case of a company) does not carry on a trade in the UK through a UK permanent establishment, to which ordinary shares or ADSs are attributable will not be liable for UK taxation on capital gains or eligible for relief for allowable losses, realized on the sale or other disposal (including redemption) of these ordinary shares or ADSs.

A US holder who is an individual and who has ceased to be resident or ordinarily resident for tax purposes in the UK on or after 17 March 1988 or who falls to be regarded as resident outside the UK for the purposes of any double tax treaty (“Treaty Non-resident”) on or after 16 March 2005 and continues to not be resident or ordinarily resident in the UK, or continues to be Treaty Non-resident, for a period of less than five years of assessment and who disposes of his ordinary shares or ADSs during that period may also be liable on his return to the UK to UK tax on capital gains, subject to any available exemption or relief, even though he is not resident or ordinarily resident in the UK, or is Treaty Non-resident, at the time of the disposal.

US income taxation of capital gains

Upon a sale or exchange of ordinary shares or ADSs to a person other than Pearson, a US holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or exchange and the US holder’s adjusted tax basis in the ordinary shares or ADSs. Any gain or loss recognized will be capital gain or loss and will be long-term capital gain or loss if the US holder has held the ordinary shares or ADSs for more than one year. Long-term capital gain of a noncorporate US holder is generally taxed at a maximum rate of 15%. This long-term capital gain rate is scheduled to expire in ~~2011.~~2013.

Gain or loss realized by a US holder on the sale or exchange of ordinary shares or ADSs generally will be treated as US-source gain or loss for US foreign tax credit purposes.

Estate and gift tax

The current Estate and Gift Tax Convention, or the Convention, between the US and the UK generally relieves from UK Inheritance Tax (the equivalent of US Estate and Gift Tax) the transfer of ordinary shares or of ADSs

where the transferor is domiciled in the US, for the purposes of the Convention. This relief will not apply if the ordinary shares or ADSs are part of the business property of an individual’s permanent establishment in the UK or pertain to the fixed base in the UK of a person providing independent personal services. If no relief is given under the Convention, inheritance tax may be charged on the amount by which the value of the transferor’s estate is reduced as a result of any transfer made by way of gift or other gratuitous transfer by an individual, in general within seven years of death, or on the death of an individual. In the unusual case where ordinary shares or ADSs are subject to both UK Inheritance Tax and US Estate or Gift Tax, the Convention generally provides for tax paid in the UK to be

credited against tax payable in the US or for tax paid in the US to be credited against tax payable in the UK based on priority rules set forth in the Convention.

Stamp duty

The statements below reflect what is understood to be HMRC’s currency practice under existing law.

No stamp duty or stamp duty reserve tax (SDRT) will be payable in the UK on the purchase or transfer of an ADS, provided that the ADS, and any separate instrument or written agreement of transfer, remain at all times outside the UK and that the instrument or written agreement of transfer is not executed in the UK. ~~Stamp~~Subject to the following paragraph, stamp duty or SDRT is, however, generally payable at the rate of 1.5% of the amount or value of the consideration or, in some circumstances, the value of the ordinary shares, where ordinary shares are issued or transferred to a person whose business is or includes issuing depositary receipts, or to a nominee or agent for such a person, or issued or transferred to a person whose business is or includes the provision of clearance services or a nominee or agent for such a person.

Following a decision of the European Court of Justice in 2009, HMRC has announced that it will not seek to apply the 1.5% SDRT charge when new shares are issued an EU clearance service or EU depositary receipt system. It seems that HMRC’s view is that the 1.5% SDRT charge will continue to apply to transfer of shares into a clearance service or depositary receipt system, and also in respect of issues of shares into non-EU clearance services and non-EU depositary receipt systems. Arguably the 1.5% SDRT charge in such situations is not consistent with the 2009 decision of the European Court of Justice, although HMRC is likely to impose such charges until further case law or legislation resolves the issue.

A transfer for value of the underlying ordinary shares will generally be subject to either stamp duty or SDRT, normally at the rate of 0.5% of the amount or value of the consideration. A transfer of ordinary shares from a nominee to its beneficial owner, including the transfer of underlying ordinary shares from the Depositary to an ADS holder, under which no beneficial interest will not be subject to stamp duty or SDRT.

Close company status

We believe that the close company provisions of the UK ~~Income and~~ Corporation ~~Taxes~~Tax Act ~~1988~~2010 do not apply to us.

Documents on display

~~Copies~~A copy of ~~our Memorandum and~~ Articles of Association ~~and~~is filed as ~~exhibits~~an exhibit to this Annual Report and certain other documents referred to in this Annual Report are available for inspection at our registered office at 80 Strand, London WC2R 0RL(c/o the Company Secretary), or, in the US, at the registered office of Pearson Inc. at 1330 Avenue of the Americas, 7th Floor, New York, New York, during usual business hours upon reasonable prior request.


ITEM 11.	*QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK*

Introduction

Our principal market risks are changes in interest rates and currency exchange rates. Following an evaluation of these positions, we selectively enter into derivative financial instruments to manage our risk exposure. For this purpose, we primarily use interest rate swaps, interest rate caps and collars, forward rate agreements, currency swaps and forward foreign exchange contracts. Managing market risks is the responsibility of the chief financial officer, who acts pursuant to policies approved by the board of directors. The Audit Committee receives regular reports on our treasury ~~activities, and we periodically meet with external advisers to review our~~ activities.

We have a policy of not undertaking any speculative transactions, and we do not hold our derivative and other financial instruments for trading purposes.

We have formulated policies for hedging exposures to interest rate and foreign exchange risk, and have used derivatives to ensure compliance with these policies. Although ~~the majority~~a proportion of our derivative contracts were transacted without regard to existing IFRS requirements on hedge accounting, during ~~2008~~2010 and ~~2007~~2009 we qualified for hedge accounting under IFRS on a number of our key derivative contracts.

The following discussion addresses market risk only and does not present other risks that we face in the normal course of business, including country risk, credit risk and legal risk.

The Group’s financial exposure to interest rates arises primarily from its borrowings. The Group manages its exposure by borrowing at fixed and variable rates of interest, and by entering into derivative transactions. Objectives approved by the board concerning the proportion of debt outstanding at fixed rates govern the use of these financial instruments.

The Group’s objectives are applied to core net debt, which is measured at the year-end and comprises borrowings net of cash and other liquid funds. Our objective is to maintain a proportion of forecast core net debt in fixed or capped form for the next four years, subject to a maximum of 65% and a minimum that starts at 40% and falls by 10% each year.

The principal method of hedging interest rate risk is to enter into an agreement with a bank counterparty to pay a fixed rate and receive a variable rate, known as a swap. Under interest rate swaps, the Group agrees with other parties to exchange, at specified intervals, the difference between fixed-rate and variable-rate amounts calculated by reference to an agreed notional principal amount. The majority of the Group’s swap contracts are US dollar denominated, and some of them have deferred start dates, in order to maintain the desired risk profile as other contracts mature. The variable rates received are normally based on three-month or six-month LIBOR, and the dates on which these rates are set do not necessarily exactly match those of the hedged borrowings. Management believes that our portfolio of these types of swaps is an efficient hedge of our portfolio of variable rate borrowings.

In addition, from time to time, the Group issues bonds or other capital market instruments to refinance existing debt. To avoid the fixed rate on a single transaction unduly influencing our overall net interest expense, our typical practice ishas been to enter into a related derivative contract effectively converting the interest rate profile of the bond transaction to a variable interest rate. In some cases, the bond issue is denominated in a different currency to the Group’s desired borrowing risk profile and the Group enters into a related cross currency interest rate swap in order to maintain this risk profile, which is predominantly borrowings denominated in US dollars.

The Group’s accounting objective in its use of interest rate derivatives is to minimize the impact on the income statement of changes in themark-to-market value of its derivative portfolio as a whole. It uses duration calculations to estimate the sensitivity of the derivatives to movements in market rates. The Group also identifies which derivatives are eligible for fair value hedge accounting (which reduces significantly the income statement impact of changes in the market value of a derivative). The Group then divides the total portfolio between hedge-accounted and pooled segments, so that the expected movement on the pooled segment is minimized.

Currency exchange rates

Although the Group is based in the UK, it has significant investments in overseas operations. The most significant currency in which the Group trades is the US dollar.

The Group’s policy is to align approximately the currency composition of its core net borrowings with its forecast operating profit before depreciation and amortization. This policy aims to ~~dampen~~soften the impact of changes in foreign exchange rates on consolidated interest cover and earnings. This policy applies only to currencies that account for more than 15% of group operating profit, which currently are the US dollar and sterling. However, the Group still borrows small amounts in other currencies, typically for seasonal working capital needs. In addition, the Group’s policy does not require existing currency debt to be terminated to match declines in that currency’s share of

Group operating profit. ~~Following~~Also, the ~~board’s approval~~chief financial officer may request the inclusion of ~~a policy change in October 2008,~~ currencies that account for less than 15% of Group operating profit before depreciation and ~~amortisation may now be included~~amortization in the above hedging ~~process at the request of the chief financial officer. At the balance sheet date, no~~process. Only one hedging ~~transactions had~~transaction, denominated in South African rand, has been undertaken under that authority.

At December 31, ~~2008~~2010 the Group’s net borrowings in our main currencies (taking into account the effect of cross currency rate swaps) were: US dollar ~~£1,777m,~~£683m, sterling £179m, and ~~sterling £127m.~~South African rand £9m.

The Group uses both currency denominated debt and derivative instruments to implement the above policy. Its intention is that gains/losses on the derivatives and debt offset the losses/gains on the foreign currency assets and income. Each quarter the value of hedging instruments is monitored against the assets in the relevant currency and, where practical, a decision is made whether to treat the debt or derivative as a net investment hedge (permitting foreign exchange movements on it to be taken to reserves) for the purposes of reporting under IFRS.

Investments in overseas operations are consolidated for accounting purposes by translating values in one currency to another currency, in particular from US dollars to sterling. Fluctuations in currency exchange rates affect the currency values recorded in our accounts, although they do not give rise to any realized gain or loss, nor to any currency cash flows.

The Group is also exposed to currency exchange rates in its cash transactions and its investments in overseas operations. Cash transactions — typically for purchases, sales, interest or dividends — require cash conversions between currencies. Fluctuations in currency exchange rates affect the cash amounts that the Group pays or receives.

Forward foreign exchange contracts

The Group sometimes uses forward foreign exchange contracts where a specific major project or forecasted cash flow, including acquisitions and disposals, arises from a business decision that has used a specific foreign exchange rate. The Group’s policy is to effect routine transactional conversions between currencies, for example to collect receivables or settle payables, at the relevant spot exchange rate.

The Group seeks to offset purchases and sales in the same currency, even if they do not occur simultaneously. In addition, its debt and cash portfolios management gives rise to temporary currency shortfalls and surpluses. Both of these activities require using short-dated foreign exchange swaps between currencies.

Although the Group prepares its consolidated financial statements in sterling, significant sums have been invested in overseas assets, particularly in the US. Therefore, fluctuations in currency exchange rates, particularly between the US dollar and sterling, and to a lesser extent between the euro and sterling, are likely to affect shareholders’ funds and other accounting values.

Derivatives

Under IFRS, the Group is required to record all derivative instruments on the balance sheet at fair value. Derivatives not classified as hedges are adjusted to fair value through earnings. Changes in the fair value of ~~the~~ derivatives that the Group has designated and that qualify as effective hedges are either recorded in reserves or are offset in earnings by the corresponding movement in the fair value of the underlying hedged item. Any ineffective portion of derivatives that are classified as hedges is immediately recognized in earnings.

In ~~2008~~2010 and ~~2007~~2009 the Group met the prescribed designation requirements and hedge effectiveness tests under IFRS for some of its derivative contracts. As a result, the movements in the fair value of the effective portion of fair value hedges and net investment hedges have been offset in earnings and reserves respectively by the corresponding movement in the fair value of the underlying hedged item.

In line with the Group’s treasury policy, none of these instruments were considered trading instruments and each instrument was transacted solely to match an underlying financial exposure.

Quantitative information about market risk

The sensitivity of the Group’s derivative portfolio to changes in interest rates is found in note 19 of “Item 18. Financial Statements”.


ITEM 12.	*DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES*


ITEM 12D.	*AMERICAN DEPOSITARY SHARES*

~~Not applicable.~~

Fees paid by ADR holders

Our ordinary shares trade in the United States under a sponsored ADR facility with The Bank of New York Mellon as depositary.

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal, or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

The following table summarizes various fees currently charged by The Bank of New York Mellon:


Person depositing or withdrawing shares
must pay to the depositary:		For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		• Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property • Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$.02 (or less) per ADS		• Any cash distribution to ADS registered holders
A fee equivalent to the fee that would be payable if securities distributed had been shares and the shares had been deposited for issuance of ADSs		• Distribution of securities by the depositary to ADS registered holders of deposited securities
$.02 (or less) per ADS per calendar year		• Depositary services
Registration of transfer fees		• Transfer and registration of shares on the share register to or from the name of the depositary or its agent when shares are deposited or withdrawn
Expenses of the depositary		• Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) • Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes		• As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities		• As necessary

Fees incurred in past annual period and fees to be paid in the future

From January 1, 2010 to February 28, 2011 the Company received payments from the depositary of $350,000 and $38,000 for continuing annual stock exchange listing fees, standardout-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing the annual and interim financial reports, printing and distributing dividend cheques, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.

6763

The depositary has agreed to reimburse the Company for expenses they incur that are related to establishment and maintenance expenses of the ADS programme. The depositary has agreed to reimburse the Company for its continuing annual stock exchange listing fees. The depositary has also agreed to pay the standardout-of-pocket maintenance costs for the ADRs, which consists of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend cheques, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programmes or special investor relations promotional activities. In certain instances, the depositary has agreed to provide additional payments to the Company based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depositary collects from investors.

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal, or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

PART II


ITEM 13.	*DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES*

None.


ITEM 14.	*MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS*

None.


ITEM 15.	*CONTROLS AND PROCEDURES*

Disclosure ~~Controls~~controls and ~~Procedures~~procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2008~~2010 was carried out by us under the supervision and with the participation of our management, including the ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer.~~chief financial officer. Based on that evaluation the ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer~~chief financial officer concluded that Pearson’s disclosure controls and procedures have been designed to provide, and are effective in providing, reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer,~~chief financial officer, as appropriate to allow such timely decision regarding required disclosures. A controls system, no matter how well designed and operated cannot provide absolute assurance to achieve its objectives.

Management’s ~~Annual Report~~annual report on ~~Internal Control Over Financial Reporting~~internal control over financial reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management has assessed the effectiveness of internal control over financial reporting, as at December 31, ~~2008,~~2010, and has concluded that such internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, which has audited the consolidated financial statements of the Company for the year ended December 31, ~~2008,~~2010, has also audited the effectiveness of the Company’s internal control over financial reporting under Auditing Standard No. 5 of the Public Company Accounting Oversight Board (United States). Their audit report may be found onpage F-2.

Change in ~~Internal Control Over Financial Reporting~~internal control over financial reporting

During the period covered by this Annual Report onForm 20-F, Pearson has made no ~~significant~~ changes to its internal controls over financial reporting that have materially affected or are reasonably likely to materially affect Pearson’s internal control over financial reporting.


ITEM 16A.	*AUDIT COMMITTEE FINANCIAL EXPERT*

The members of the Board of Directors of Pearson plc have determined that Ken Hydon is an audit committee financial expert within the meaning of the applicable rules and regulations of the US Securities and Exchange Commission.

6865


ITEM 16B.	*CODE OF ETHICS*

Pearson has adopted a code of ethics (the Pearson code of business conduct) which applies to all employees including the ~~Chief Executive Officer~~chief executive officer and ~~Chief Financial Officer~~chief financial officer and other senior financial management. This code of ethics is available on our website ~~(www.pearson.com/investor/corpgov.htm)~~(www.pearson.com/responsibility/sustainable-business-practice/ethics/). The information on our website is not incorporated by reference into this report.


ITEM 16C.	*PRINCIPAL ACCOUNTANT FEES AND SERVICES*

In ~~2003,~~line with best practice, our relationship with PricewaterhouseCoopers LLP (PwC) is governed by our external auditor policy, which is reviewed and approved annually by the audit committee. The policy establishes procedures to ensure the auditors’ independence is not compromised as well as defining those non-audit services that PwC may or may not provide to Pearson. These allowable services are in accordance with relevant UK and US legislation.

The audit committee approves all audit and non-audit services provided by PwC. Certain categories of allowable non-audit services have been pre-approved by the audit committee ~~adopted a revised policy for~~subject to the authorities below:


	•	Pre-approved non-audit services can be authorized by the chief financial officer up to £100,000 per project, subject to a cumulative limit of £500,000 per annum;

	•	Acquisition due diligence services up to £100,000 per transaction;

	•	Tax compliance and related activities up to the greater of £1,000,000 per annum or 50% of the external audit fee; and

	•	For forward-looking tax planning services we use the most appropriate advisor, usually after a tender process. Where we decide to use our independent auditor, authority, up to £100,000 per project subject to a cumulative limit of £500,000 per annum, has been delegated by the audit committee to management.

Services provided by PwC above these limits and all other allowable non-audit services, ~~which is re-approved annually. The policy requires all audit engagements undertaken by our external auditors, PricewaterhouseCoopers LLP, to~~irrespective of value, must be approved by the audit committee. ~~The policy permits the auditors~~Where appropriate, services will be tendered prior to be engaged for other services provided the engagement is specifically approved in advance by the committee or alternatively meets the detailed criteria of specific pre-approved services and is notifiedawarding this work to the ~~committee.~~auditor.

The ~~Group Chief Financial Officer can procure pre-approved services, as defined in the audit committee’s policy~~following table sets forth remuneration paid to PwC for auditor services, of up to an amount of £100,000 per engagement, subject to a cumulative limit of £500,000 per year. The limit of £100,000 will be subject to annual review by the audit committee. Where pre-approval has not been granted for a service or where the amount is above these limits, specific case by case approval must be obtained from the audit committee prior to the engagement of our auditor.2009 and 2010:


Auditors’ Remuneration	2008		2007		2010		2009
	£m		£m		£m		£m

Audit fees		5		4		6		6
Tax fees		2		2		2		2
All other fees		1		1		2		1

Audit fees include £35,000 ~~(2007:~~(2009: £35,000) of audit fees relating to the audit of the parent company.

Fees for ~~attestation under section 404~~the audit of the ~~Sarbanes-Oxley Act~~effectiveness of the Group’s internal control over financial reporting are allocated to audit fees paid.

Tax services include services related to tax planning and various other tax advisory services.

Other services ~~include~~relates mainly to due diligence on acquisitions, notably our Brazilian acquisition, Sistema Educacional Brasileiro where we assessed that our auditors were best qualified and ~~services related to the disposal of the Data Management business.~~cost effective in taking on this role.


ITEM 16D.	*EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES*

Not applicable.


ITEM 16E.	*PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES*

Maximum

number

Total number of

of shares that

units purchased

may yet be

as part of publicly

purchased under

Total number of

Average price

announced plans

the plans or

Period

shares purchased

paid per share

or programs

programs

~~February~~June 1, ~~2007~~2009 - ~~February 28, 2007~~June 30, 2009

~~1,000,000~~2,000,000

£~~8.19~~6.14

N/A

May 1, 2010 - May 31, 2010

3,000,000

£9.94

N/A

June 1, ~~2007~~2010 - June 30, ~~2007~~2010

~~2,500,000~~2,000,000

£~~8.39~~9.17

N/A

~~December~~October 1, ~~2007~~2010 - ~~December~~October 31, ~~2007~~2010

~~1,400,000~~1,000,000

£~~7.31~~9.83

N/A

~~June~~November 1, ~~2008~~2010 - ~~June 30, 2008~~November 31, 2010

2,000,000

£~~6.14~~9.46

N/A

Purchases of shares were made to satisfy obligations under Pearson employee share award programs. All purchases were made in open-market transactions. None of the foregoing share purchases was made as part of a publicly announced plan or program.


ITEM 16F.	*CHANGE IN REGISTRANT’S CERTIFYING AUDITOR*

Not applicable.


ITEM 16G.	*CORPORATE GOVERNANCE*

~~In November 2003, the US Securities and Exchange Commission approved changes to~~Pearson is listed on the New York Stock ~~Exchange’s listing standards related to the corporate governance practices of listed companies.~~Exchange (“NYSE”). As a listed non-US issuer, ~~Pearson is~~we are required to comply with some of the NYSE’s corporate governance rules, and otherwise must disclose on our website any significant ways in which our corporate governance practices differ from those followed by US companies under the NYSE listing standards. At this time, the Company believes that it is in compliance in all material respects with all the NYSE rules except that the Nomination Committee is not composed entirely of independent directors, and that it is the full board, not the Nomination Committee, that develops and recommends corporate governance principles.

PART III


ITEM 17.	*FINANCIAL STATEMENTS*

Not applicable.


ITEM 18.	*FINANCIAL STATEMENTS*

The financial statements filed as part of this Annual Report are included on pages F-1 through F-70 hereof.


ITEM 19.	*EXHIBITS*


1.1		~~Memorandum and~~ Articles of Association of Pearson plc.
2.1		Indenture dated June 23, 2003 between Pearson plc and The Bank of New York, as trustee *
2.2		Indenture dated May 25, 2004 among Pearson Dollar Finance plc, as Issuer, Pearson plc, Guarantor, and the Bank of New York, as trustee, Paying Agent and Calculation Agent. #
2.3		Indenture dated June 21, 2001 between Pearson plc and The Bank of New York, as trustee.†
2.4		Indenture dated March 26, 2009 among Pearson Funding One plc, as the Issuer, Pearson plc, Guarantor, and The Law Debenture Trust Corporation P.L.C., as trustee.¥
2.5		Indenture dated May 6, 2008 among Pearson Dollar Finance Two plc, as the Issuer, Pearson plc, Guarantor, and The Bank of New York, as trustee, Paying Agent and Calculation Agent.¥


2.6		Indenture dated October 27, 1999 between Pearson plc, as the Issuer and The Law Debenture Trust Corporation P.L.C., as trustee.¥
2.7		Indenture dated May 17, 2010 between Pearson Funding Two plc, as the Issuer, Pearson plc, Guarantor, and The Bank of New York Mellon, as trustee, Paying Agent and Calculation Agent.
8.1		List of Significant Subsidiaries.
12.1		Certification of Chief Executive Officer.
12.2		Certification of Chief Financial Officer.
13.1		Certification of Chief Executive Officer.
13.2		Certification of Chief Financial Officer.
15		Consent of PricewaterhouseCoopers LLP.


*		Incorporated by reference from theForm 20-F of Pearson plc for the year ended December 31, 2003 and filed May 7, 2004.

#		Incorporated by reference from theForm 20-F of Pearson plc for the year ended December 31, 2004 and filed June 27, 2005.

†		Incorporated by reference from theForm 20-F of Pearson plc for the year ended December 31, 2001 and filed June 10, 2002.

¥		Incorporated by reference from theForm 20-F of Pearson plc for the year ended December 31, 2009 and filed March 31, 2010.

7068

FINANCIAL STATEMENTS: CONTENTS

~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS~~


	~~Page~~

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Income Statement for the year ended December 31, ~~2008, 2007~~2010, 2009 and ~~2006~~2008		F-3
Consolidated Statement of ~~Recognized~~Comprehensive Income ~~and Expense~~ for the year ended December 31, ~~2008, 2007~~2010, 2009 and ~~2006~~2008		F-4
Consolidated Balance Sheet as at December 31, ~~2008~~2010 and ~~2007~~2009		~~F-4~~F-5
Consolidated Statement of Changes in Equity for the year ended December 31, 2010, 2009 and 2008		F-7
Consolidated Cash Flow Statement for the year ended December 31, ~~2008, 2007~~2010, 2009 and ~~2006~~2008		~~F-6~~F-9
Notes to the Consolidated Financial Statements		~~F-7~~F-10

F-1

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Pearson plc

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, ofcomprehensive income, equity and cash flows ~~and of recognized income and expense~~ present fairly, in all material respects, the financial position of Pearson plc and its subsidiaries (the “Group”) at December 31, ~~2008~~2010 and December 31, ~~2007~~2009 and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2008,~~2010, in conformity with International Financial Reporting Standards ~~(IFRSs)~~ as issued by the International Accounting Standards Board. Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2008~~2010, based on criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Group’s management ~~are~~is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in “Management’s Annual Report on Internal Control Over Financial Reporting” appearing under Item 15 of thisForm 20-F. Our responsibility is to express opinions on these financial statements and on the Group’s internal control over financial reporting based on our integrated audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

London

~~London~~

United Kingdom

March ~~26, 2009~~25, 2011

F-2

Consolidated Income Statement
Year ended 31 December ~~2008~~2010
All figures in £ millions


	Notes		2008			2007			2006			Notes		2010			2009			2008

Continuing operations
Sales		2		4,811			4,162			3,990			2		5,663			5,140			4,405
Cost of goods sold		4		(2,174	)		(1,910	)		(1,841	)		4		(2,588	)		(2,382	)		(2,046	)

Gross profit				2,637			2,252			2,149					3,075			2,758			2,359
Operating expenses		4		(1,986	)		(1,701	)		(1,651	)		4		(2,373	)		(2,169	)		(1,820	)
Share of results of joint ventures and associates		12		25			23			24			12		41			30			25

Operating profit		2		676			574			522			2		743			619			564
Finance costs		6		(136	)		(150	)		(133	)		6		(109	)		(122	)		(136	)
Finance income		6		45			44			59			6		36			26			41

Profit before tax				585			468			448					670			523			469
Income tax		7		(172	)		(131	)		(4	)		7		(146	)		(146	)		(125	)

Profit for the year from continuing operations				413			337			444					524			377			344
(Loss)/gain for the year from discontinued operations		3		(90	)		(27	)		25
Profit/(loss) for the year from discontinued operations													3		776			85			(21	)

Profit for the year				323			310			469					1,300			462			323

Attributable to:
Equity holders of the company				292			284			446					1,297			425			292
Minority interest				31			26			23
Non-controlling interest															3			37			31

Earnings per share for profit from continuing and discontinued operations attributable to the equity holders of the company during the year(expressed in pence per share)
Earnings per share for profit from continuing and discontinued operations attributable to equity holders of the company during the year(expressed in pence per share)
— basic		8		36.6p			35.6p			55.9p			8		161.9p			53.2p			36.6p
— diluted		8		36.6p			35.6p			55.8p			8		161.5p			53.1p			36.6p

Earnings per share for profit from continuing operations attributable to the equity holders of the company during the year(expressed in pence per share)
Earnings per share for profit from continuing operations attributable to equity holders of the company during the year(expressed in pence per share)
— basic		8		47.9p			39.0p			52.7p			8		66.0p			47.0p			42.9p
— diluted		8		47.9p			39.0p			52.6p			8		65.9p			47.0p			42.9P

F-3

Consolidated Statement of ~~Recognised~~Comprehensive Income ~~and Expense~~
Year ended 31 December ~~2008~~2010
All figures in £ millions

Notes 2008 2007 2006

Net exchange differences on translation of foreign operations 29 1,050 25 (417 )
Actuarial (losses)/gains on retirement benefit obligations — Group 25 (71 ) 80 107
Actuarial losses on retirement benefit obligations — associate 12 (3 ) — —
Taxation on items charged to equity 7 2 29 12

Net income recognised directly in equity
978 134 (298 )
Profit for the year 323 310 469

Total recognised income and expense for the year
1,301 444 171

Attributable to:

Equity holders of the company 1,270 418 148
Minority interest 31 26 23


	Notes		2010			2009			2008

Profit for the year				1,300			462			323
Net exchange differences on translation of foreign operations				173			(388	)		1,125
Currency translation adjustment disposed — subsidiaries				13			—			49
Currency translation adjustment disposed — joint venture				—			—			1
Actuarial gains/(losses) on retirement benefit obligations — Group		25		70			(299	)		(71	)
Actuarial gains/(losses) on retirement benefit obligations — associate		12		1			(3	)		(3	)
Net increase in fair values of proportionate holding arising on stepped acquisition				—			18			—
Tax on items recognised in other comprehensive income		7		(41	)		91			9

Other comprehensive income/(expense) for the year				216			(581	)		1,110

Total comprehensive income/(expense) for the year				1,516			(119	)		1,433

Attributable to:
Equity holders of the company				1,502			(127	)		1,327
Non-controlling interest				14			8			106

F-4

Consolidated Balance Sheet
AtAs at 31 December ~~2008~~2010
All figures in £ millions


	Notes		2008		2007		Notes		2010		2009

Assets
Non-current assets
Property, plant and equipment		10		423		355		10		366		388
Intangible assets		11		5,353		3,814		11		5,467		5,129
Investments in joint ventures and associates		12		23		20		12		71		30
Deferred income tax assets		13		372		328		13		276		387
Financial assets — Derivative financial instruments		16		181		23
Retirement benefit assets		25		49		62
Financial assets��— Derivative financial instruments								16		134		112
Other financial assets		15		63		52		15		58		62
Other receivables		22		152		129
Trade and other receivables								22		129		112

										6,501		6,220
				6,616		4,783
Current assets
Intangible assets — Pre-publication		20		695		450		20		647		650
Inventories		21		501		368		21		429		445
Trade and other receivables		22		1,342		946		22		1,337		1,284
Financial assets — Derivative financial instruments		16		3		28		16		6		—
Financial assets — Marketable securities		14		54		40		14		12		63
Cash and cash equivalents (excluding overdrafts)		17		685		560		17		1,736		750

				3,280		2,392				4,167		3,192
Non-current assets classified as held for sale		31		—		117

				3,280		2,509

Total assets				9,896		7,292				10,668		9,412

~~F-4~~F-5

Consolidated Balance Sheet (Continued)
AtAs at 31 December ~~2008~~2010
All figures in £ millions


	Notes		2008			2007			Notes		2010			2009

Liabilities
Non-current liabilities
Financial liabilities — Borrowings		18		(2,019	)		(1,049	)		18		(1,908	)		(1,934	)
Financial liabilities — Derivative financial instruments		16		(15	)		(16	)		16		(6	)		(2	)
Deferred income tax liabilities		13		(447	)		(287	)		13		(471	)		(473	)
Retirement benefit obligations		25		(167	)		(95	)		25		(148	)		(339	)
Provisions for other liabilities and charges		23		(33	)		(44	)		23		(42	)		(50	)
Other liabilities		24		(221	)		(190	)		24		(246	)		(253	)

				(2,902	)		(1,681	)				(2,821	)		(3,051	)
Current liabilities
Trade and other liabilities		24		(1,429	)		(1,050	)		24		(1,605	)		(1,467	)
Financial liabilities — Borrowings		18		(344	)		(559	)		18		(404	)		(74	)
Financial liabilities — Derivative financial instruments		16		(5	)		—			16		—			(7	)
Current income tax liabilities				(136	)		(96	)				(215	)		(159	)
Provisions for other liabilities and charges		23		(56	)		(23	)		23		(18	)		(18	)

				(1,970	)		(1,728	)				(2,242	)		(1,725	)
Liabilities directly associated with non-current assets classified as held for sale		31		—			(9	)

Total liabilities				(4,872	)		(3,418	)				(5,063	)		(4,776	)

Net assets				5,024			3,874					5,605			4,636

Equity
Share capital		27		202			202			27		203			203
Share premium		27		2,505			2,499			27		2,524			2,512
Treasury shares		28		(222	)		(216	)		28		(137	)		(226	)
Other reserves		29		586			(514	)
Translation reserve												402			227
Retained earnings		29		1,679			1,724					2,546			1,629

Total equity attributable to equity holders of the company				4,750			3,695					5,538			4,345
Minority interest				274			179
Non-controlling interest												67			291

Total equity				5,024			3,874					5,605			4,636

These financial statements have been approved for issue by the board of directors on 67 March ~~2009~~2011 and signed on its behalf by

Robin FreestoneChief financial officer

~~F-5~~F-6

Consolidated Statement of Changes in Equity
Year ended 31 December 2010
All figures in £ millions


	Equity attributable to equity holders of the company
																Non-
	Share		Share		Treasury			Translation		Retained						controlling			Total
	capital		premium		shares			reserve		earnings			Total			interest			equity

At 1 January 2010		203		2,512		(226	)		227		1,629			4,345			291			4,636
Profit for the year		—		—		—			—		1,297			1,297			3			1,300
Other comprehensive income		—		—		—			175		30			205			11			216
Equity-settled transactions		—		—		—			—		50			50			—			50
Tax on equity-settled transactions		—		—		—			—		4			4			—			4
Issue of ordinary shares under share option schemes		—		12		—			—		—			12			—			12
Purchase of treasury shares		—		—		(77	)		—		—			(77	)		—			(77	)
Release/cancellation of treasury shares		—		—		166			—		(166	)		—			—			—
Changes in non-controlling shareholding		—		—		—			—		(6	)		(6	)		(231	)		(237	)
Dividends		—		—		—			—		(292	)		(292	)		(7	)		(299	)

At 31 December 2010		203		2,524		(137	)		402		2,546			5,538			67			5,605


	Equity attributable to equity holders of the company
																	Non-
	Share		Share		Treasury			Translation			Retained						controlling			Total
	capital		premium		shares			reserve			earnings			Total			interest			equity

At 1 January 2009		202		2,505		(222	)		586			1,679			4,750			274			5,024
Profit for the year		—		—		—			—			425			425			37			462
Other comprehensive expense		—		—		—			(359	)		(193	)		(552	)		(29	)		(581	)
Equity-settled transactions		—		—		—			—			37			37			—			37
Tax on equity-settled transactions		—		—		—			—			6			6			—			6
Issue of ordinary shares under share option schemes		1		7		—			—			—			8			—			8
Purchase of treasury shares		—		—		(33	)		—			—			(33	)		—			(33	)
Release of treasury shares		—		—		29			—			(29	)		—			—			—
Put option over non-controlling interest		—		—		—			—			(23	)		(23	)		—			(23	)
Changes in non-controlling shareholding		—		—		—			—			—			—			24			24
Dividends		—		—		—			—			(273	)		(273	)		(15	)		(288	)

At 31 December 2009		203		2,512		(226	)		227			1,629			4,345			291			4,636

F-7


	Equity attributable to equity holders of the company
																	Non-
	Share		Share		Treasury			Translation			Retained						controlling			Total
	capital		premium		shares			reserve			earnings			Total			interest			equity

At 1 January 2008		202		2,499		(216	)		(514	)		1,724			3,695			179			3,874
Profit for the year		—		—		—			—			292			292			31			323
Other comprehensive income/(expense)		—		—		—			1,100			(65	)		1,035			75			1,110
Equity-settled transactions		—		—		—			—			33			33			—			33
Tax on equity-settled transactions		—		—		—			—			(7	)		(7	)		—			(7	)
Issue of ordinary shares under share option schemes		—		6		—			—			—			6			—			6
Purchase of treasury shares		—		—		(47	)		—			—			(47	)		—			(47	)
Release of treasury shares		—		—		41			—			(41	)		—			—			—
Changes in non-controlling shareholding		—		—		—			—			—			—			6			6
Dividends		—		—		—			—			(257	)		(257	)		(17	)		(274	)

At 31 December 2008		202		2,505		(222	)		586			1,679			4,750			274			5,024

F-8

Consolidated Cash Flow Statement
Year ended 31 December ~~2008~~2010
All figures in £ millions


	Notes		2008			2007			2006			Notes		2010			2009			2008

Cash flows from operating activities
Net cash generated from operations		33		894			659			621			31		1,169			1,012			894
Interest paid				(87	)		(109	)		(106	)				(78	)		(90	)		(87	)
Tax paid				(89	)		(87	)		(59	)				(85	)		(103	)		(89	)

Net cash generated from operating activities				718			463			456					1,006			819			718

Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired		30		(395	)		(472	)		(363	)		29		(535	)		(208	)		(395	)
Acquisition of joint ventures and associates				(5	)		(4	)		(4	)				(22	)		(14	)		(5	)
Purchase of investments				(1	)		—			—					(7	)		(10	)		(1	)
Purchase of property, plant and equipment (PPE)				(75	)		(86	)		(68	)
Proceeds from sale of investments				5			—			—
Proceeds from sale of PPE		33		2			14			8
Purchase of property, plant and equipment															(76	)		(62	)		(75	)
Proceeds from the sale of investments															—			—			5
Proceeds from sale of property, plant and equipment													31		—			1			2
Purchase of intangible assets				(45	)		(33	)		(29	)				(56	)		(58	)		(45	)
Disposal of subsidiaries, net of cash disposed		32		111			469			10			30		984			—			99
Tax paid on disposal of subsidiaries															(250	)		—			—
Interest received				11			19			24					10			3			11
Dividends received from joint ventures and associates				23			32			45					23			22			23

Net cash used in investing activities				(369	)		(61	)		(377	)

Net cash received from/(used in) investing activities															71			(326	)		(381	)
Cash flows from financing activities
Proceeds from issue of ordinary shares		27		6			12			11					12			8			6
Purchase of treasury shares				(47	)		(72	)		(36	)				(77	)		(33	)		(47	)
Proceeds from borrowings				455			272			84					241			296			455
Liquid resources acquired				—			(15	)		(24	)				—			(13	)		—
Liquid resources sold															53			—			—
Repayment of borrowings				(275	)		(391	)		(145	)				(13	)		(343	)		(275	)
Finance lease principal payments				(3	)		(2	)		(3	)				(3	)		(2	)		(3	)
Dividends paid to company’s shareholders		9		(257	)		(238	)		(220	)		9		(292	)		(273	)		(257	)
Dividends paid to minority interest				(28	)		(10	)		(15	)
Dividends paid to non-controlling interest															(6	)		(20	)		(28	)
Transactions with non-controlling interest															(7	)		14			12

Net cash used in financing activities				(149	)		(444	)		(348	)				(92	)		(366	)		(137	)
Effects of exchange rate changes on cash and cash equivalents				(103	)		3			(44	)				(1	)		(36	)		(103	)

Net increase/(decrease) in cash and cash equivalents				97			(39	)		(313	)

Net increase in cash and cash equivalents															984			91			97
Cash and cash equivalents at beginning of year				492			531			844					680			589			492

Cash and cash equivalents at end of year		17		589			492			531			17		1,664			680			589

The consolidated cash flow statement includes discontinued operations (see note 3).

~~F-6~~F-9

Notes to the Consolidated Financial Statements

General information

Pearson plc (the company) and its subsidiaries (together the Group) are international media businesses covering education, business information and consumer publishing.

The company is a public limited liability company incorporated and domiciled in England. The address of its registered office is 80 Strand, London WC2R ~~0RL.~~ORL.

The company has its primary listing on the London Stock Exchange ~~but~~and is also listed on the New York Stock Exchange.

These consolidated financial statements were approved for issue by the board of directors on 67 March ~~2009.~~2011.


1.	Accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.


a.	Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union (EU) and with those parts of the Companies Act ~~1985and/or~~ ~~the Companies Act~~ 2006 ~~(as applicable)~~ applicable to companies reporting under IFRS. These consolidated financial statements are also prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB). In respect of the accounting standards applicable to the Group there is no difference between EU-adopted and IASB-adopted IFRS. The Group transitioned from UK GAAP to IFRS on 1 January 2003.

These consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and liabilities (including derivative financial instruments) atto fair value.

~~(1)~~1. Interpretations and amendments to published standards effective in ~~2008~~2010

The Group adopted IFRIC 14 ‘IAS 19 — The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’, effective for annual reporting periods beginning on or after 1 January 2008, in the prior accounting period. IFRIC 14 resulted in no change to the full recognition of the pension asset as disclosed in note 25.

The Group has adopted Reclassification Amendments to IAS 39 ‘Financial Instruments: Recognition and Measurement’ and IFRS 7 ‘Financial Instruments: Disclosures,’ issued in October 2008 but effective from 1 July 2008. The amendments allow additional reclassifications of certain classifications of financial instruments in rare circumstances, and management determined this was not relevant to the Group.

IFRIC 11 ‘Group and Treasury Share Transactions’ is effective for annual reporting periods beginning on or after 1 March 2007. This addresses how to apply IFRS 2 ‘Share-based Payment’ to arrangements involving an entity’s own equity instruments, or equity instruments of another entity in the same group, in the stand alone accounts of the parent and group companies. Management have assessed that this interpretation has no impact on the Group’s financial statements.

IFRIC 12 ‘Service Concession Arrangements’ is effective for annual reporting periods beginning on or after 1 January 2008. This addresses the accounting by private sector entities that, by contract with a government, participate in developing, financing, operating and maintaining infrastructure assets relating to public services traditionally provided by governments. As none of the Group entities participate in these activities, IFRIC 12 is not relevant to the Group.

~~(2) Standards, interpretations and amendments to published standards that are not yet effective~~ ~~— The Group has decided to early adopt IFRS 8 ‘Operating Segments’ which is effective for annual reporting periods~~

~~F-7~~

~~Notes to the Consolidated Financial Statements (Continued)~~

beginning on or after 1 January 2009. The new standard requires a management approach to reporting segmental information. After changes in the organisational structure within the Education business, six revised reporting segments were identified under IFRS 8 as detailed in note 2. The impact of the standard has been to revise the disclosure for the reported segments. Comparatives for 2007 have been restated.

~~The Group has not early adopted the following new pronouncements that are not yet effective:~~

Amendments to IFRS 2 ‘Share-based Payment’ (effective for annual reporting periods beginning on or after 1 January 2009). The amendment clarifies that only service and performance conditions are vesting conditions, and that all cancellations whether Group or counterparty, should be accounted for the same way.


	•	IAS 1 (Revised) ‘Presentation of Financial Statements’ (effective for annual reporting periods beginning on or after 1 January 2009). The amendments provide a number of presentational changes to the financial statements including prohibiting the presentation of items of income and expense in the statement of changes in equity and requiring them to be shown in a performance statement, the option to present the performance statement as a single statement of comprehensive income and the requirement to include a balance sheet as at the beginning of the earliest comparative period when an entity applies a retrospective change in accounting policy or makes a retrospective restatement.

	•	IFRS 3 (Revised) ‘Business Combinations’ and amendments to IAS 27 ‘Consolidated and Separate Financial Statements’, ~~(effective~~effective for annual reporting periods beginning on or after 1 July ~~2009).~~2009. The amendments affect the accounting for business combinations, including the requirement to ~~remeasure~~re-measure the fair value of previously held interests in step acquisitions with any gain or loss arising being recognised in the income statement, the requirement to expense acquisition costs and the requirement to recognise adjustments to contingent consideration in the income statement.

	•	Amendments to IAS 39 ‘Financial Instruments: Recognition and Measurement’ ~~(effective~~, effective for annual reporting periods beginning on or after 1 July ~~2009).~~2009. The amendments clarify that inflation may only be hedged where changes in inflation are a specified portion of cash flows of a financial instrument, and also clarify hedging with options. Management have assessed that the amendments have no impact on the Group’s financial statements.

	•	~~‘Improvements~~Amendments to ~~Financial Reporting Standards 2008’ (mostly~~IFRS 2 ‘Share-based Payment’: Group cash-settled share-based payment transactions, effective for annual reporting periods beginning on or after 1 January ~~2009). This is~~2010. The amendments clarify the ~~first standard published under~~scope and accounting for group cash-settled share-based payment transactions. Management have assessed that the ~~IASB’s annual improvements process which is designed to deal with non-urgent minor~~ amendments ~~to standards. Thirty five amendments were issued, 24 resulting in changes in presentation, recognition or measurement, and 11 are expected to~~ have no ~~or minimal effect on accounting.~~

	•	IFRIC 16 ‘Hedges of a Net Investment in Foreign Operations’ (effective for annual reporting periods beginning on or after 1 October 2008). IFRIC 16 provides guidance on net investment hedging including which foreign currency risks within the Group qualify for hedging, and where the hedging instruments can be held within the Group.

~~Management is currently assessing the~~ impact ~~of these new standards and interpretations~~ on the Group’s financial statements.

~~In addition, management has assessed the relevance of the following amendments and interpretations with respect to the Group’s operations:~~


	•	Amendments to IAS 23 ‘Borrowing Costs’ (effective for annual reporting periods beginning on or after 1 January 2009). The amendment requires capitalisation of borrowing costs that relate to qualifying assets (ones that take a substantial amount of time to get ready for use or sale, with the exception of assets measured at fair value or inventories manufactured in large quantities or on a repetitive basis). Management assessed the relevance of this amendment with respect to Group operations and concluded that it is not currently applicable to the Group as there are no material qualifying assets.

~~F-8~~

~~Notes to the Consolidated Financial Statements (Continued)~~


	•	Amendments to IAS 32 ‘Financial Instruments: Presentation’ and IAS 1 ‘Presentation of Financial Statements’ — Puttable Financial Instruments and Obligations arising on liquidation (effective for annual reporting periods beginning on or after 1 January 2009). The amendment requires puttable financial instruments, or instruments that impose on the entity an obligation to another party in respect of a share of net assets only on liquidation, to be classified as equity. Management assessed the relevance of this amendment with respect to the Group and concluded it is not relevant.

	•	IFRIC 13 ‘Customer Loyalty Programmes’ (effective for annual reporting periods beginning on or after 1 July 2008). IFRIC 13 explains how entities that grant loyalty award credits to customers should account for their obligations to provide free or discounted goods or services to customers who redeem award credits. As no Group entities operate a customer loyalty programme IFRIC 13 is not relevant to the Group.

	•	IFRIC 15 ‘Agreements for the Construction of Real Estate’ (effective for annual reporting periods beginning on or after 1 January 2009). IFRIC 15 addresses the accounting by entities that undertake the construction of real estate, with guidance on determining whether an agreement for the construction of real estate falls within the scope of IAS 11 ‘Construction Contracts’ or IAS 18 ‘Revenue’. As no Group entities undertake the construction of real estate IFRIC 15 is not relevant to the Group.

	•	IFRIC 17 ‘Distributions of Non-cash Assets to Owners’ ~~(effective~~, effective for annual reporting periods beginning on or after 1 July ~~2009).~~2009. IFRIC 17 provides guidance on the appropriate accounting treatment when an entity distributes assets other than cash as dividends, including recognition upon authorisation and measurement at fair value of assets distributed, with any difference between fair value and carrying value of these assets being recognised in the income statement when an entity settles the dividend payable. This does not apply to distributions of non-cash assets under common control. ~~This~~Management have assessed that this interpretation ~~will have~~has no impact on the ~~Group~~Group’s financial statements as the Group does not currently distribute non-cash assets.

F-10

Notes to the Consolidated Financial Statements (Continued)


	•	IFRIC 18 ‘Transfers of Assets from Customers’, effective for transfers of assets from customers received on or after 1 July 2009. IFRIC 18 states that when an item of property, plant and equipment is received from a customer and it meets the definition of an asset from the perspective of the recipient, the recipient should recognise the asset at its fair value at the date of transfer and recognise the credit in accordance with IAS 18 ‘Revenue’. Management have assessed that this interpretation has no impact on the Group’s financial statements as the Group has not received such assets from customers.

	•	‘Improvements to IFRSs — 2009’, effective dates vary upon the amendment. This is the second set of amendments published under the IASB’s annual improvements process and incorporates minor amendments to 12 standards and interpretations. Management have assessed that these amendments have no impact on the Group’s financial statements.

~~(3)~~2. Standards, interpretations and amendments to published standards that are not yet effective

The Group has not early adopted the following new pronouncements that are not yet effective:


	•	Amendments to IAS 24 ‘Related Parties’, effective for annual reporting periods beginning on or after 1 January 2011. The amendments simplify disclosure for government related entities and clarify the definition of a related party.

	•	Amendments to IAS 32 ‘Financial Instruments: Presentation’ - Classification of Rights, effective for annual reporting periods beginning on or after 1 February 2010. The amendments clarify that rights, options or warrants issued to acquire a fixed number of an entity’s own non-derivative equity instruments for a fixed amount in any currency are classified as equity instruments provided the offer is made pro-rata to all existing owners of the same class of the entity’s own non-derivative equity instruments.

	•	IFRS 9 ‘Financial Instruments’, effective for annual reporting periods beginning on or after 1 January 2013. The new standard details the requirements for the classification and measurement of financial assets and liabilities.

	•	IFRIC 19 ‘Extinguishing Financial Liabilities with Equity Instruments’, effective for annual reporting periods beginning on or after 1 July 2010. IFRIC 19 clarifies accounting required by entities issuing equity instruments to extinguish all or part of a financial liability.

	•	Amendments to IFRIC 14 ‘Prepayments of a Minimum Funding Requirement’, effective for annual reporting periods beginning on or after 1 January 2011. The amendments remedy a consequence of IFRIC 14 where, in certain circumstances, an entity was not permitted to recognise prepayments of a minimum funding requirement as an asset.

	•	Amendments to IFRS 7 ‘Financial Instruments: Disclosures’ — Transfers of Financial Assets, effective for annual reporting periods beginning on or after 1 July 2011. The amendments require enhanced disclosure where an asset is transferred but not derecognised, and new disclosure for assets that are derecognised but to which the entity continues to have an exposure.

	•	Amendments to IAS 12 ‘Deferred Tax’ — Recoverability of Underlying Assets, effective for annual reporting periods beginning on or after 1 January 2012. The amendments provide, for certain investment properties, an exception to the principle that the measurement of deferred tax assets and liabilities should reflect the tax consequences that would follow from the manner in which the entity expects to recover the carrying amount of an asset.

	•	‘Improvements to IFRSs — 2010’, effective dates vary upon the amendment. This is the third set of amendments published under IASB’s annual improvements process and incorporates minor amendments to seven standards and interpretations.

Management are currently assessing the impact of these new standards, interpretations and amendments on the Group’s financial statements.

F-11

Notes to the Consolidated Financial Statements (Continued)

3. Critical accounting assumptions and judgements —

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting assumptions. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas requiring a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are discussed in the relevant accounting policies under the following headings:


• Intangible assets:		Goodwill
• Intangible assets:		Pre-publication assets
• Royalty advances
• Taxation
• Employee benefits:		Pension obligations
• Revenue recognition

~~b. Consolidation~~


b.	Consolidation

~~(1)~~1. Business combinations — The ~~purchase~~acquisition method of accounting is used to account for business combinations of the Group with an acquisition date on or after 1 January 2010. The consideration transferred for the acquisition of ~~subsidiaries by the Group. The cost of an acquisition~~a subsidiary is ~~measured as~~ the fair value of the assets ~~given, equity instruments issued and~~transferred, the liabilities incurred ~~or assumed at~~and the ~~date of exchange, plus costs directly attributable to~~equity interest issued by the ~~acquisition.~~

~~Where the settlement of~~Group. The consideration ~~payable is deferred, or contingent on future events,~~transferred includes the fair value of ~~the deferred component is determined by discounting the amount payable~~any asset or ~~probable to be paid to its present value using an appropriate discount rate.~~liability resulting from a contingent consideration arrangement. Acquisition related costs are expensed as incurred.

Identifiable assets and contingent assets acquired and identifiable liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For material acquisitions, the fair value of the acquired intangible assets is determined by an external, independent valuer. The excess of the

~~F-9~~

~~Notes to~~ consideration transferred, the ~~Consolidated Financial Statements (Continued)~~

~~cost~~amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value ~~of the Group’s share~~ of the identifiable net assets acquired is recorded as goodwill. See note 1e(1) for the accounting policy on goodwill. If this is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the income statement.

On anacquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

~~(2)~~2. Subsidiaries — Subsidiaries are entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de-consolidated from the date that control ceases.

~~(3)~~3. Transactions with non-controlling interests — Transactions with non-controlling interests are treated as transactions with shareholders. Any surplus or deficit arising from disposals to a non-controlling interest is recorded in equity. For purchases from a non-controlling interest, the difference between consideration paid and the relevant share acquired of the carrying value of the subsidiary is recorded in equity.

4. Joint ventures and associates — Joint ventures are entities in which the Group holds an interest on a long-term basis and which are jointly controlled, with one or more other venturers, under a contractual arrangement. Associates are entities over which the Group has significant influence but not the power to control the financial and operating policies, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in joint ventures and associates are accounted for by the equity method and are initially recognised at cost.

The Group’s share of its joint ventures’ and associates’ post-acquisition profits or losses is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. The Group’s share of its joint ventures’ and associates’ results is recognised as a component of operating profit as these

F-12

Notes to the Consolidated Financial Statements (Continued)

operations form part of the core publishing business of the Group and are an integral part of existing ~~wholly owned~~wholly-owned businesses. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in a joint venture or associate equals or exceeds its interest in the joint venture or associate the Group does not recognise further losses unless the Group has incurred obligations or made payments on behalf of the joint venture or associate.

~~c. Foreign currency translation~~


c.	Foreign currency translation

~~(1)~~1. Functional and presentation currency — Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in sterling, which is the company’s functional and presentation currency.

~~(2)~~2. Transactions and balances — Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying net investment hedges.

Translation differences on other non-monetary items such as equities held at fair value are reported as part of the fair value gain or loss through the income statement. Fair value adjustments on non-monetary items such as equities classified as available for sale financial assets, are included in the fair value reserve in equity.

~~(3)~~3. Group companies — The results and financial position of all Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

i) assets and liabilities are translated at the closing rate at the date of the balance sheet;

ii) income and expenses are translated at average exchange rates;

iii) all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. The Group treats specific inter-company loan balances, which are not intended to be repaid in the foreseeable future, as part of its net investment. When a foreign ~~entity~~operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

~~F-10~~

~~Notes to the Consolidated Financial Statements (Continued)~~

At the date of transition to IFRS the cumulative translation differences in respect of foreign operations have been deemed to be zero.

Any gains and losses on disposals of foreign operations will exclude translation differences that arose prior to the transition date.

The principal overseas currency for the Group is the US dollar. The average rate for the year against sterling was ~~$1.85 (2007: $2.00; 2006: $1.84)~~$1.54 (2009: $1.57) and the year end rate was ~~$1.44 (2007: $1.99; 2006: $1.96)~~$1.57 (2009: $1.61).

~~d. Property, plant and equipment~~


d.	Property, plant and equipment

Property, plant and equipment isare stated at historical cost less depreciation. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost toless their residual values over their estimated useful lives as follows:

Buildings (freehold):20-50 years

Buildings (leasehold): over the period of the lease

Plant and equipment: 3-10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

F-13

Notes to the Consolidated Financial Statements (Continued)

The carrying value of an asset is written down to its recoverable amount if the carrying value of the asset is greater than its estimated recoverable amount.

~~e. Intangible assets~~


e.	Intangible assets

~~(1)~~1. Goodwill — ~~Goodwill~~For the acquisition of subsidiaries made on or after 1 January 2010 goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. For the acquisition of subsidiaries made from the date of transition to IFRS to 31 December 2009 goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets ~~of the acquired subsidiary or associate at the date of acquisition.~~acquired. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates and joint ventures represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets acquired. Goodwill on acquisitions of associates and joint ventures is included in investments in associates and joint ventures.

Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. An impairment loss is recognised to the extent that the carrying value of goodwill exceeds the recoverable amount. The recoverable amount is the higher of fair value less costs to sell and value in use. These calculations require the use of estimates and significant management judgement. A description of the key assumptions and sensitivities is included in note 11. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

IFRS 3 ‘Business Combinations’ has not been applied retrospectively to business combinations before the date of transition to IFRS. Subject to the transition adjustments to IFRS required by IFRS 1, the accounting for business combinations before the date of transition has been grandfathered.

~~(2)~~2. Acquired software — Software separately acquired for internal use is capitalised at cost. Software acquired in material business combinations is capitalised at its fair value as determined by an independent valuer. Acquired software is amortised on a straight-line basis over its estimated useful life of between three and eight years.

~~(3)~~3. Internally developed software — Internal and external costs incurred during the preliminary stage of developing computer software for internal use are expensed as incurred. Internal and external costs incurred to develop computer software for internal use during the application development stage are capitalised if the Group expects economic benefits from the development. Capitalisation in the application development stage begins once the Group can reliably measure the expenditure attributable to the software development and has demonstrated its

~~F-11~~

~~Notes to the Consolidated Financial Statements (Continued)~~

intention to complete and use the software. Internally developed software is amortised on a straight-line basis over its estimated useful life of between three and eight years.

~~(4)~~4. Acquired intangible assets — Acquired intangible assets include customer lists and relationships, trademarks and brands, publishing rights, content and technology. These assets are capitalised on acquisition at cost and included in intangible assets. Intangible assets acquired in material business combinations are capitalised at their fair value as determined by an independent valuer. Intangible assets are amortised over their estimated useful lives of between two and 20 years, using ~~a depreciation~~an amortisation method that reflects the pattern of their consumption.

~~(5)~~5. Pre-publication assets — Pre-publication ~~costs~~assets represent direct costs incurred in the development of educational programmes and titles prior to their publication. These costs are recognised as current intangible assets where the title will generate probable future economic benefits and costs can be measured reliably. Pre-publication assets are amortised upon publication of the title over estimated economic lives of five years or less, being an estimate of the expected operating life cycle of the title, with a higher proportion of the amortisation taken in the earlier years.

F-14

Notes to the Consolidated Financial Statements (Continued)

The investment in pre-publication assets has been disclosed as part of cash generated from operations in the cash flow statement (see note ~~33)~~31).

The assessment of the recoverability of pre-publication assets and the determination of the amortisation profile involve a significant degree of judgement based on historical trends and management estimation of future potential sales. An incorrect amortisation profile could result in excess amounts being carried forward as intangible assets that would otherwise have been written off to the income statement in an earlier period.

Reviews are performed regularly to estimate recoverability of pre-publication assets. The carrying amount of pre-publication assets is set out in note 20.

~~f. Other financial assets~~


f.	Other financial assets

Other financial assets, designated as available for sale investments, are non-derivative financial assets measured at estimated fair value. Changes in the fair value are recorded in equity in the fair value reserve. On the subsequent disposal of the asset, the net fair value gains or losses are taken to the income statement.

~~g. Inventories~~


g.	Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first in first out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. Provisions are made for slow moving and obsolete stock.

~~h. Royalty advances~~


h.	Royalty advances

Advances of royalties to authors are included within trade and other receivables when the advance is paid less any provision required to adjust the advance to its net realisable value. The realisable value of royalty advances relies on a degree of management judgement in determining the profitability of individual author contracts. If the estimated realisable value of author contracts is overstated, ~~then~~ this will have an adverse effect on operating profits as these excess amounts will be written off.

The recoverability of royalty advances is based upon an annual detailed management review of the age of the advance, the future sales projections for new authors and prior sales history of repeat authors. The royalty advance is expensed at the contracted or effective royalty rate as the related revenues are earned. Royalty advances which will be consumed within one year are held in current assets. Royalty advances which will be consumed after one year are held in non-current assets.

~~i. Newspaper development costs~~


i.	Newspaper development costs

Investment in the development of newspaper titles consists of measures to increase the volume and geographical spread of circulation. The measures include additional and enhanced editorial content, extended

~~F-12~~

~~Notes to the Consolidated Financial Statements (Continued)~~

distribution and remote printing. These costs are expensed as incurred as they do not meet the criteria under IAS 38 ‘Intangible Assets’ to be capitalised as intangible assets.

~~j. Cash and cash equivalents~~


j.	Cash and cash equivalents

Cash and cash equivalents in the cash flow statement include cash in hand, deposits held aton call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included in borrowings in current liabilities in the balance sheet.

Short-term deposits and marketable securities with maturities of greater than three months do not qualify as cash and cash equivalents. Movements on these financial instruments are classified as cash flows from financing activities in the cash flow statement as these amounts are used to offset the borrowings of the Group.

F-15

Notes to the Consolidated Financial Statements (Continued)

~~k. Share capital~~


k.	Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the company’s equity share capital ~~(Treasury~~(treasury shares) the consideration paid, including any directly attributable incremental costs, ~~(net~~net of income ~~taxes)~~taxes, is deducted from equity attributable to the company’s equity holders until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable transaction costs and the related income tax effects, is included in equity attributable to the company’s equity holders.

~~l. Borrowings~~


l.	Borrowings

Borrowings are recognised initially at fair value, which is proceeds received net of transaction costs incurred. Borrowings are subsequently stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value being recognised in the income statement over the period of the borrowings using the effective interest method. Accrued interest is included as part of borrowings. Where a debt instrument is in a fair value hedging relationship, an adjustment is made to its carrying value in the income statement to reflect the hedged risk. Interest on borrowings is expensed in the income statement as incurred.

~~m. Derivative financial instruments~~


m.	Derivative financial instruments

Derivatives are recognised at fair value and ~~remeasured~~re-measured at each balance sheet date. The fair value of derivatives is determined by using market data and the use of established estimation techniques such as discounted cash flow and option valuation models. The Group designates certain of the derivative instruments within its portfolio to be hedges of the fair value of its bonds (fair value hedges) or hedges of net investments in foreign operations (net investment hedges).

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The effective portion of changes in the fair value of derivatives that are designated and qualify as net investment hedges are recognised in ~~equity.~~other comprehensive income. Gains and losses accumulated in equity are included in the income statement when the corresponding foreign operation is disposed of. Gains or losses relating to the ineffective portion are recognised immediately in finance income or finance costs in the income statement.

Certain derivatives do not qualify or are not designated as hedging instruments. Such derivatives are classified at fair value and any movement in their fair value is recognised immediately in finance income or finance costs in the income statement.

~~F-13~~

~~Notes to the Consolidated Financial Statements (Continued)~~

~~n. Taxation~~


n.	Taxation

Current tax is recognised on the amounts expected to be paid or recovered under the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

Deferred income tax is provided, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

F-16

Notes to the Consolidated Financial Statements (Continued)

Deferred income tax is provided in respect of the undistributed earnings of subsidiaries other than where it is intended that those undistributed earnings will not be remitted in the foreseeable future.

Current and deferred tax are recognised in the income statement, except when the tax relates to items charged or credited directly to equity or other comprehensive income, in which case the tax is also recognised in ~~equity.~~equity or other comprehensive income.

The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the estimates in relation to the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised. In particular, significant judgement is used when assessing the extent to which deferred tax assets should be recognised with consideration given to the timing and level of future taxable income together with any future tax planning strategies.

~~o. Employee benefits~~


o.	Employee benefits

~~(1)~~1. Pension obligations— The retirement benefit asset and obligation recognised in the balance sheet represents the net of the present value of the defined benefit obligation and the fair value of plan assets at the balance sheet date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting estimated future cash flows using yields on high quality corporate bonds which have terms to maturity approximating the terms of the related liability.

The determination of the pension cost and defined benefit obligation of the Group’s defined benefit pension schemes depends on the selection of certain assumptions, which include the discount rate, inflation rate, salary growth, longevity and expected return on scheme assets.

Actuarial gains and losses arising from differences between actual and expected returns on plan assets, experience adjustments on liabilities and changes in actuarial assumptions are recognised immediately in ~~the statement of recognised income and expense.~~other comprehensive income.

The service cost, representing benefits accruing over the year, is included in the income statement as an operating cost. The unwinding of the discount rate on the scheme liabilities and the expected return on scheme assets are presented as finance costs or finance income.

Obligations for contributions to defined contribution pension plans are recognised as an operating expense in the income statement as incurred.

~~F-14~~

~~Notes to the Consolidated Financial Statements (Continued)~~

~~(2)~~2. Other post-retirement obligations— The expected costs of post-retirement healthcare and life assurance benefits are accrued over the period of employment, using a similar accounting methodology as for defined benefit pension obligations. The liabilities and costs relating to ~~material~~significant other post-retirement obligations are assessed annually by independent qualified actuaries.

~~(3)~~3. Share-based payments— The fair value of options or shares granted under the Group’s share and option plans is recognised as an employee expense after taking into account the Group’s best estimate of the number of awards expected to vest. Fair value is measured at the date of grant and is spread over the vesting period of the option or share. The fair value of the options granted is measured using an option model that is most appropriate to the award. The fair value of shares awarded is measured using the share price at the date of grant unless another method is more appropriate. Any proceeds received are credited to share capital and share premium when the options are

F-17

Notes to the Consolidated Financial Statements (Continued)

exercised. The Group has applied IFRS 2 ‘Share-based Payment’ retrospectively to all options granted but not fully vested at the date of transition to IFRS.

~~p. Provisions~~


p.	Provisions

Provisions are recognised if the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are discounted to present value where the effect is material.

The Group recognises a provision for deferred consideration when the payment of the deferred consideration is probable.

The Group recognises a provision for onerous lease contracts when the expected benefits to be derived from a contract are less than the unavoidable costs of meeting the obligations under the contract.

The provision is based on the present value of future payments for surplus leased properties under non-cancellable operating leases, net of estimatedsub-leasing ~~revenue.~~income.

~~q. Revenue recognition~~


q.	Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services net of ~~value-added tax and other~~ sales taxes, rebates and discounts, and after eliminating sales within the Group.

Revenue from the sale of books is recognised when title passes. A provision for anticipated returns is made based primarily on historical return rates. If these estimates do not reflect actual returns in future periods then revenues could be understated or overstated for a particular period.

Circulation and advertising revenue is recognised when the newspaper or other publication is published. Subscription revenue is recognised on a straight-line basis over the life of the subscription.

Where a contractual arrangement consists of two or more separate elements that can be provided to customers either on a stand-alone basis or as an optional extra, such as the provision of supplementary materials with textbooks, revenue is recognised for each element as if it were an individual contractual arrangement.

Revenue from multi-year contractual arrangements, such as contracts to process qualifying tests for individual professions and government departments, is recognised as performance occurs. The assumptions, risks, and uncertainties inherent in long-term contract accounting can affect the amounts and timing of revenue and related expenses reported. Certain of these arrangements, either as a result of a single service spanning more than one reporting period or where the contract requires the provision of a number of services that together constitute a single project, are treated as long-term contracts with revenue recognised on a percentage of completion basis. Losses on contracts are recognised in the period in which the loss first becomes foreseeable. Contract losses are determined to be the amount by which estimated total costs of the contract exceed the estimated total revenues that will be generated by the contract.

~~F-15~~

~~Notes to the Consolidated Financial Statements (Continued)~~

On certain contracts, where the Group acts as agent, only commissions and fees receivable for services rendered are recognised as revenue. Any third-party costs incurred on behalf of the principal that are rechargeable under the contractual arrangement are not included in revenue.

Income from recharges of freight and other activities which are incidental to the normal revenue generating activities is included in other income.

~~r. Leases~~


r.	Leases

Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the commencement of the lease at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease

F-18

Notes to the Consolidated Financial Statements (Continued)

payment is allocated between the liability and finance charges to achieve a constant rate on the finance balance outstanding.

The corresponding rental obligations, net of finance charges, are included in financial liabilities ~~— borrowings.~~-borrowings. The interest element of the finance cost is charged to the income statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases isare depreciated over the shorter of the useful life of the asset or the lease term.

Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases by the lessee. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

~~s. Dividends~~


s.	Dividends

Dividends are recorded in the Group’s financial statements in the period in which they are approved by the company’s shareholders. Interim dividends are recorded in the period in which they are approved and paid.

~~t. Non-current assets and liabilities held for sale~~


t.	Non-current assets and liabilities held for sale

Assets and liabilities are classified as held for sale and stated at the lower of carrying amount and fair value less costs to sell if it is intended to recover their carrying amount principally through a sale transaction rather than through continuing use. No depreciation is charged in respect of non-current assets classified as held for sale. Amounts relating to non-current assets and liabilities held for sale are classified as discontinued operations in the income statement where appropriate.

~~u. Trade receivables~~


u.	Trade receivables

Trade receivables are stated at fair value after provision for bad and doubtful debts and anticipated future sales returns (see also note 1q).

~~2. Segment information~~


2.	Segment information

~~Following the adoption of IFRS 8 ‘Operating Segments’ and changes in the organisational structure of the Education business, the Group has revised its reporting segments.~~ The Group is ~~now~~ organised into ~~six~~five business segments:

North American Education— Educational publishing, assessment and testing for the school and higher education market within the USA and Canada;

International Education— Educational publishing, assessment and testing for the school and higher education market outside of North America;

Professional— Business and technology publishing, ~~and~~training, testing and certification for professional bodies;

FT ~~Publishing~~ Group— Publisher of theFinancial Times,, business magazines and specialist information;

~~F-16~~

~~Notes to the Consolidated Financial Statements (Continued)~~

~~Interactive Data~~ ~~— Provider of financial and business information to financial institutions and retail investors;~~

Penguin— Publisher with brand imprints such as Penguin, Putnam, Berkley, Viking and Dorling Kindersley.

F-19

Notes to the Consolidated Financial Statements (Continued)

For more detail on the services and products included in each business segment refer to ~~Item 4 of thisForm 20-F.~~the business review.

2008
North

American
International
FT
Interactive

Notes Education Education Professional Publishing Data Penguin Corporate Group
All figures in £ millions
Continuing operations

Sales (external) 2,002 866 244 390 406 903 — 4,811
Sales (inter-segment) — — 4 — — 22 — 26

Adjusted operating profit 303 135 36 74 121 93 — 762
Amortisation of acquired intangibles (45 ) (22 ) (1 ) (7 ) (9 ) (2 ) — (86 )

Operating profit
258 113 35 67 112 91 — 676

Finance costs 6 (136 )
Finance income 6 45

Profit before tax
585

Income tax 7 (172 )

Profit for the year from continuing operations
413

Segment assets 4,952 1,358 423 482 524 1,211 923 9,873
Joint ventures 12 — 8 — 2 — 3 — 13
Associates 12 — 4 — 6 — — — 10

Assets — continuing operations 4,952 1,370 423 490 524 1,214 923 9,896
Assets — discontinued operations — — — — — — — —

Total assets
4,952 1,370 423 490 524 1,214 923 9,896

Other segment items

Share of results of joint ventures and associates 12 — 5 — 19 — 1 — 25
Capital expenditure 10, 11, 20 224 82 22 17 25 51 — 421
Depreciation 10 25 12 8 13 13 9 — 80
Amortisation 11, 20 219 69 12 12 12 36 — 360

The results of the Interactive Data segment are shown as discontinued.


			2010
			North
			American			International						FT								Discontinued
	Notes		Education			Education			Professional			Group			Penguin			Corporate		operations		Group
	All figures in £ millions

Continuing operations
Sales (external)				2,640			1,234			333			403			1,053			—		—		5,663
Sales (inter-segment)				—			—			5			—			3			—		—		8

Adjusted operating profit				469			171			51			60			106			—		—		857
Amortisation of acquired intangibles				(53	)		(35	)		(7	)		(9	)		(1	)		—		—		(105	)

Acquisition costs				(1	)		(7	)		(2	)		(1	)		—			—		—		(11	)
Other net gains and losses				—			(10	)		—			12			—			—		—		2
Operating profit				415			119			42			62			105			—		—		743

Finance costs		6																					(109	)
Finance income		6																					36

Profit before tax																							670

Income tax		7																					(146	)

Profit for the year from continuing operations																							524

Segment assets				4,401			2,122			601			447			1,138			1,888		—		10,597
Joint ventures		12		15			—			1			1			1			—		—		18
Associates		12		24			6			—			23			—			—		—		53

Total assets				4,440			2,128			602			471			1,139			1,888		—		10,668

Other segment items
Share of results of joint ventures and associates		12		(3	)		1			1			42			—			—		—		41
Capital expenditure		10,11		45			27			16			17			18			—		21		144
Pre-publication investment		20		215			61			7			—			36			—		—		319
Depreciation		10		23			19			9			5			13			—		13		82
Amortisation		11,20		307			111			18			23			43			—		12		514

~~F-17~~F-20

Notes to the Consolidated Financial Statements (Continued)


			2007																									2009
			North																									North
			American			International						FT			Interactive													American			International														Discontinued
	Notes		Education			Education			Professional			Publishing			Data			Penguin			Corporate		Group			Notes		Education			Education			Professional			FT Group			Penguin			Corporate		operations		Group
			All figures in £ millions																							All figures in £ millions

Continuing operations
Sales (external)				1,667			735			226			344			344			846			—		4,162					2,470			1,035			275			358			1,002			—		—		5,140
Sales (inter-segment)				1			—			—			—			—			19			—		20					—			—			7			—			24			—		—		31

Adjusted operating profit				273			92			27			56			97			74			—		619					403			141			43			39			84			—		—		710
Amortisation of acquired intangibles				(20	)		(10	)		(1	)		(6	)		(7	)		(1	)		—		(45	)				(49	)		(32	)		(1	)		(8	)		(1	)		—		—		(91	)

Operating profit				253			82			26			50			90			73			—		574					354			109			42			31			83			—		—		619

Finance costs		6																						(150	)		6																					(122	)
Finance income		6																						44			6																					26

Profit before tax																								468																								523

Income tax		7																						(131	)		7																					(146	)

Profit for the year from continuing operations																								337																								377

Segment assets				3,536			1,013			291			397			330			937			651		7,155					4,382			1,635			377			420			1,173			924		471		9,382
Joint ventures		12		—			5			—			4			—			2			—		11			12		13			—			1			1			3			—		—		18
Associates		12		1			3			—			5			—			—			—		9			12		—			5			—			7			—			—		—		12

Assets — continuing operations				3,537			1,021			291			406			330			939			651		7,175
Assets — discontinued operations				—			—			117			—			—			—			—		117

Total assets				3,537			1,021			408			406			330			939			651		7,292					4,395			1,640			378			428			1,176			924		471		9,412

Other segment items
Share of results of joint ventures and associates		12		—			6			1			16			—			—			—		23			12		(2	)		6			1			25			—			—		—		30
Capital expenditure		10, 11, 20		136			109			20			28			19			44			—		356			10,11		38			22			12			15			10			—		29		126
Pre-publication investments																											20		220			58			8			—			36			—		—		322
Depreciation		10		26			7			9			9			10			7			—		68			10		24			16			10			5			9			—		21		85
Amortisation		11, 20		159			45			11			9			8			30			—		262			11,20		274			89			13			20			42			—		16		454

~~F-18~~F-21

Notes to the Consolidated Financial Statements (Continued)


			2006																									2008
			North																									North
			American			International						FT			Interactive													American			International														Discontinued
	Notes		Education			Education			Professional			Publishing			Data			Penguin			Corporate		Group			Notes		Education			Education			Professional			FT Group			Penguin			Corporate		operations		Group
			All figures in £ millions																							All figures in £ millions

Continuing operations
Sales (external)				1,679			640			211			280			332			848			—		3,990					2,002			866			244			390			903			—		—		4,405
Sales (inter-segment)				—			—			1			—			—			18			—		19					—			—			4			—			22			—		—		26

Adjusted operating profit				280			73			17			27			89			66			—		552					303			135			36			74			93			—		—		641
Amortisation of acquired intangibles				(14	)		(3	)		(1	)		(2	)		(7	)		(8	)		—		(35	)				(45	)		(22	)		(1	)		(7	)		(2	)		—		—		(77	)
Other net gains and losses of associates				—			—			—			4			—			—			—		4
Other net finance costs of associates				—			—			—			1			—			—			—		1

Operating profit				266			70			16			30			82			58			—		522					258			113			35			67			91			—		—		564

Finance costs		6																						(133	)		6																					(136	)
Finance income		6																						59			6																					41

Profit before tax																								448																								469

Income tax		7																						(4	)		7																					(125	)

Profit for the year from continuing operations																								444																								344

Segment assets				3,401			795			415			317			314			954			703		6,899					4,952			1,358			423			482			1,211			923		524		9,873
Joint ventures				—			5			—			4			—			3			—		12			12		—			8			—			2			3			—		—		13
Associates				—			4			—			4			—			—			—		8			12		—			4			—			6			—			—		—		10

Assets — continuing operations				3,401			804			415			325			314			957			703		6,919
Assets — discontinued operations				—			—			294			—			—			—			—		294

Total assets				3,401			804			709			325			314			957			703		7,213					4,952			1,370			423			490			1,214			923		524		9,896

Other segment items
Share of results of joint ventures and associates				—			6			1			17			—			—			—		24
Share of results of joint																											12		—			5			—			19			1			—		—		25
ventures and associates
Capital expenditure				141			71			30			19			20			38			—		319			10, 11		22			30			15			17			15			—		25		124
Pre-publication investments																											20		202			52			7			—			36			—		—		297
Depreciation				15			14			19			9			13			7			—		77			10		25			12			8			13			9			—		13		80
Amortisation				136			59			21			4			7			34			—		261			11, 20		219	��		69			12			12			36			—		12		360

In ~~2008,~~2010, sales from the provision of goods were ~~£3,411m (2007: £3,053m; 2006: £2,996m)~~£4,200m (2009: £3,838m; 2008: £3,374m) and sales from the provision of services were ~~£1,400m (2007: £1,109m; 2006: £994m)~~£1,463m (2009: £1,302m; 2008: £1,031m). Sales from the Group’s educational publishing, consumer publishing and newspaper business are classified as being from the provision of goods and sales from its assessment and testing ~~market pricing, corporate training~~ and ~~management~~other service businesses are classified as being from the provision of services.

Corporate costs are allocated to business segments on an appropriate basis depending on the nature of the cost and therefore the segment result is equal to the Group operating profit. Inter-segment pricing is determined on an arm’s-length basis. Segment assets consist of property, plant and equipment, intangible assets, inventories, receivables, ~~retirement benefit assets and~~ deferred taxation and other financial assets and exclude cash and cash equivalents and derivative assets. Corporate assets comprise cash and cash equivalents, marketable securities and derivative financial instruments. Capital expenditure comprises additions to property, plant and equipment and ~~intangible assets, including pre-publication but excluding goodwill~~software (see notes 10 11 and ~~20)~~11).

Property, plant and equipment and intangible assets acquired through business combination were ~~£253m (2007: £226m)~~£311m (2009: £153m) (see note ~~30)~~29). Capital expenditure, depreciation and amortisation include amounts relating to discontinued operations. ~~Discontinued operations relate to the Data Management business in 2008 and to the Data Management business, Government Solutions, Datamark and Les Echos in 2007 (see note 3).~~

~~F-19~~F-22

Notes to the Consolidated Financial Statements (Continued)

The Group operates in the following main geographic areas:


	Sales						Non-current assets						Sales						Non-current assets
	2008		2007		2006		2008		2007		2006		2010		2009		2008		2010		2009		2008
	All figures in £ millions												All figures in £ millions

Continuing operations
UK		754		721		659		701		724		545		790		694		700		1,031		904		660
Other European countries		463		381		344		224		140		142		415		387		392		237		179		154
USA		2,861		2,448		2,443		4,624		3,146		3,115		3,361		3,146		2,596		3,790		3,607		4,396
Canada		167		143		142		209		183		163		228		198		165		235		204		209
Asia Pacific		415		351		295		179		114		97		577		497		403		364		319		155
Other countries		151		118		107		14		11		11		292		218		149		376		121		14

Total continuing		4,811		4,162		3,990		5,951		4,318		4,073		5,663		5,140		4,405		6,033		5,334		5,588

Discontinued operations
UK		—		1		17		—		—		—		31		54		55		—		37		41
Other European countries		—		82		86		—		—		—		48		86		71		—		63		70
USA		8		78		314		—		117		294		196		317		272		—		204		228
Canada		—		—		—		—		—		—		2		2		2		—		—		—
Asia Pacific														18		23		12		—		21		24
Other countries		—		6		16		—		—		—		1		2		2		—		—		—

Total discontinued		8		167		433		—		117		294		296		484		414		—		325		363

Total		4,819		4,329		4,423		5,951		4,435		4,367		5,959		5,624		4,819		6,033		5,659		5,951

Sales are allocated based on the country in which the customer is located. This does not differ materially from the location where the order is received. Non-current assets are based on the ~~subsidiaries~~subsidiary’s country of domicile. This is not materially different to the location of the assets. Non-current assets comprise property, plant and equipment, intangible assets, investments in joint ventures and associates and trade and other ~~receivables and non-current assets classified as held for sale.~~receivables.

F-23

Notes to the Consolidated Financial Statements (Continued)


3.	Discontinued operations

Discontinued operations in 2009 and 2010 relate to the Group’s interest in ~~Government Solutions~~Interactive Data (sold on ~~15 February 2007), Datamark (sold on 31~~29 July ~~2007), Les Echos (sold on 24 December 2007)~~2010). Discontinued operations in 2008 relate to interactive Data and the Data Management business (sold on 22 February 2008).

The results of the Data Management business (previously included in the Professional segment) have been included in discontinued operations for 2006, 2007 and 2008. In anticipation of the loss on sale, an impairment to held for sale goodwill was charged to the income statement in 2007. The assets and liabilities of the Data Management business were reported as held for sale in the 31 December 2007 balance sheet.

The results of Government Solutions (previously included in the Professional segment) and Les Echos (previously included in the FT Publishing segment) were included in discontinued operations for 2006 and 2007 and were consolidated up to the date of sale.

~~Datamark was sold immediately following its acquisition as part of the eCollege transaction and consequently none of the results for this business were consolidated.~~

~~F-20~~

~~Notes to the Consolidated Financial Statements (Continued)~~

An analysis of the results and cash flows of discontinued operations ~~are~~is as follows:


	~~2008~~
	~~Data~~
	~~Management~~
	~~All figures~~
	~~in £ millions~~

~~Sales~~		8

~~Operating profit~~		—

~~Profit before tax~~		—

~~Attributable tax expense~~		—

~~Profit after tax~~		—
~~Loss on disposal of discontinued operations before tax~~		~~(53~~	)
~~Attributable tax expense~~		~~(37~~	)

~~Loss for the year from discontinued operations~~		~~(90~~	)

~~Operating cash flows~~		—
~~Investing cash flows~~		—
~~Financing cash flows~~		—

~~Total cash flows~~		—

2007
Data
Government

Management Les Echos Datamark Solutions Total
All figures in £ millions

Sales 56 82 — 29 167

Operating profit 12 1 — 2 15

Goodwill impairment (97 ) — — — (97 )

(Loss)/profit before tax
(85 ) 1 — 2 (82 )

Attributable tax expense (4 ) — — (1 ) (5 )

(Loss)/profit after tax
(89 ) 1 — 1 (87 )
Profit/(loss) on disposal of discontinued operations before tax — 165 — (19 ) 146
Attributable tax (expense)/benefit — — 7 (93 ) (86 )

(Loss)/profit for the year from discontinued operations
(89 ) 166 7 (111 ) (27 )

Operating cash flows 11 4 — (8 ) 7
Investing cash flows (1 ) 4 — — 3
Financing cash flows (10 ) (7 ) — (4 ) (21 )

Total cash flows
— 1 — (12 ) (11 )

~~F-21~~

~~Notes to the Consolidated Financial Statements (Continued)~~


	2006												2010			2009			2008			2008			2008
	Government			Data									Interactive			Interactive			Interactive			Data
	Solutions			Management			Les Echos			Total			Data			Data			Data			Management			Total
	All figures in £ millions												All figures in £ millions

Sales		286			61			86			433			296			484			406			8			414

Operating profit		22			13			5			40			73			136			112			—			112
Finance income														—			1			4			—			4

Profit before tax		22			13			5			40			73			137			116			—			116

Attributable tax expense		(8	)		(5	)		(2	)		(15	)		(28	)		(52	)		(47	)		—			(47	)

Profit after tax		14			8			3			25			45			85			69			—			69
Profit on disposal of discontinued operations before tax		—			—			—			—
Attributable tax (expense)/benefit		—			—			—			—
Profit/(loss) on disposal of discontinued operations before tax														1,037			—			—			(53	)		(53	)
Attributable tax expense														(306	)		—			—			(37	)		(37	)

Profit for the year from discontinued operations		14			8			3			25
Profit/(loss) for the year from discontinued operations														776			85			69			(90	)		(21	)

Operating cash flows		20			9			4			33			85			132			127			—			127
Investing cash flows		(8	)		(2	)		—			(10	)		(35	)		(23	)		(50	)		—			(50	)
Financing cash flows		(1	)		(7	)		(7	)		(15	)		49			(80	)		(29	)		—			(29	)

Total cash flows		11			—			(3	)		8			99			29			48			—			48


4.	Operating expenses


	2008			2007			2006			2010			2009			2008
	All figures in £ millions									All figures in £ millions

By function:
Cost of goods sold		2,174			1,910			1,841			2,588			2,382			2,046

Operating expenses
Distribution costs		198			202			232			298			275			235
Administrative and other expenses		1,890			1,600			1,518			2,190			2,014			1,687
Other income		(102	)		(101	)		(99	)		(115	)		(120	)		(102	)

Total operating expenses		1,986			1,701			1,651			2,373			2,169			1,820

Total		4,160			3,611			3,492			4,961			4,551			3,866

~~F-22~~
F-24

Notes to the Consolidated Financial Statements (Continued)


	Notes		2008			2007			2006			Notes		2010			2009			2008
			All figures in £ millions									All figures in £ millions

By nature:
Utilisation of inventory		21		832			732			702			21		836			843			832
Depreciation of property, plant and equipment		10		80			65			68			10		69			64			67
Amortisation of intangible assets — Pre-publication		20		244			192			210			20		350			307			244
Amortisation of intangible assets — Other		11		116			70			48			11		152			131			104
Employee benefit expense		5		1,553			1,288			1,225			5		1,849			1,725			1,392
Operating lease rentals				134			129			122					166			157			156
Other property costs				116			122			121					64			70			102
Royalties expensed				415			365			360					524			479			400
Advertising, promotion and marketing				244			195			190					250			219			238
Information technology costs				76			70			71					78			72			60
Other costs				452			484			474					738			604			373
Other income				(102	)		(101	)		(99	)				(115	)		(120	)		(102	)

Total				4,160			3,611			3,492					4,961			4,551			3,866

During the year the Group obtained the following services from the Group’s ~~auditor:~~auditors:


	2008		2007		2006		2010		2009		2008
	All figures in £ millions						All figures in £ millions

Fees payable to the company’s auditor for the audit of parent company and consolidated financial statements		3		3		5
Fees payable to the company’s auditors for the audit of parent company and consolidated financial statements								4		4		3
The audit of the company’s subsidiaries pursuant to legislation		2		1		4		2		2		2
Tax services		2		2		1		2		2		2
Other services		1		1		1		2		1		1

Total		8		7		11		10		9		8

Reconciliation between audit and non-audit service fees is shown below:


	2008		2007		2006		2010		2009		2008
	All figures in £ millions						All figures in £ millions

Group audit fees including fees for attestation under section 404 of the Sarbanes-Oxley Act		5		4		9		6		6		5
Non-audit fees		3		3		2		4		3		3

Total		8		7		11		10		9		8

Fees for attestation under section 404 of the Sarbanes-Oxley Act are allocated between fees payable for the audits of consolidated and subsidiary accounts.

Tax services include services related to tax planning and various other tax advisory matters.

Other services ~~include~~is mainly due diligence on acquisitions, notably our Brazilian acquisition, Sistema Educational Brasileiro (SEB), where we assessed that our auditors were best qualified and ~~services related to the disposal of the Data Management business.~~cost effective in taking on this role.

~~F-23~~F-25

Notes to the Consolidated Financial Statements (Continued)


5.	Employee information


	Notes		2008		2007		2006			Notes		2010		2009		2008
			All figures in £ millions									All figures in £ millions

Employee benefit expense
Wages and salaries (including termination benefits and restructuring costs)				1,317		1,087		1,035					1,588		1,496		1,184
Social security costs				119		100		101					136		124		103
Share-based payment costs		26		33		30		25			26		35		27		25
Pension costs — defined contribution plans		25		41		39		36
Pension costs — defined benefit plans		25		37		31		29
Retirement benefits — defined contribution plans											25		66		60		39
Retirement benefits — defined benefit plans											25		22		16		35
Other post-retirement benefits		25		6		1		(1	)		25		2		2		6

				1,553		1,288		1,225					1,849		1,725		1,392

The details of the emoluments of the directors of Pearson plc are shown in the report on directors’ remuneration.


	2008		2007		2006		2010		2009		2008
	Average number employed						Average number employed

Employee numbers
North American Education		15,412		14,327		12,710		14,828		15,606		15,412
International Education		5,718		5,291		4,472		10,713		8,899		5,718
Professional		2,641		2,540		2,223		3,721		2,662		2,641
FT Publishing		2,379		2,083		1,766
Interactive Data		2,413		2,300		2,200
FT Group								2,557		2,328		2,379
Penguin		4,112		4,163		3,943		3,470		4,163		4,112
Other		909		918		900		1,028		1,047		909

Continuing operations		33,584		31,622		28,214		36,317		34,705		31,171

Discontinued operations		96		1,070		6,127

		33,680		32,692		34,341

The average number employed in discontinued operations in 2009 was 2,459, and in 2008 was 2,509.

~~F-24~~F-26

Notes to the Consolidated Financial Statements (Continued)


6.	Net finance costs


	Notes		2008			2007			2006			Notes		2010			2009			2008
			All figures in £ millions											All figures in £ millions

Interest payable				(106	)		(114	)		(117	)				(82	)		(92	)		(106	)
Finance costs in respect of retirement benefits													25		(12	)		(12	)		—
Net foreign exchange losses				(11	)		(25	)		(2	)				(9	)		(7	)		(11	)
Other losses on financial instruments in a hedging relationship:
— fair value hedges				(7	)		(1	)		—					—			(1	)		(7	)
— net investment hedges				—			(1	)		(2	)
Other losses on financial instruments not in a hedging relationship:
— derivatives				(12	)		(9	)		(12	)				(6	)		(10	)		(12	)

Finance costs				(136	)		(150	)		(133	)				(109	)		(122	)		(136	)

Interest receivable				17			19			23					9			6			13
Finance income in respect of employee benefits		25		8			10			4
Finance income in respect of retirement benefits													25		—			—			8
Net foreign exchange gains				—			8			21					18			—			—
Other gains on financial instruments in a hedging relationship:
— fair value hedges				2			—			—					—			4			2
— net investment hedges				1			—			—					—			—			1
Other gains on financial instruments not in a hedging relationship:
— amortisation of transitional adjustment on bonds				1			1			8					2			3			1
— derivatives				16			6			3					7			13			16

Finance income				45			44			59					36			26			41

Net finance costs				(91	)		(106	)		(74	)				(73	)		(96	)		(95	)

The £nil net gain (2009: £3m net gain; 2008: £5m ~~(2007: £1m)~~ net ~~loss~~loss) on fair value hedges comprises a £40m loss (2009: £96m gain; 2008: £156m ~~(2007: £20m) loss~~loss) on the underlying bonds offset by a £40m gain (2009: £93m loss; 2008: £151m ~~(2007: £19m) gain~~gain) on the related derivative financial instruments.


7.	Income tax


	Notes		2008			2007			2006			Notes		2010			2009			2008
			All figures in £ millions											All figures in £ millions

Current tax
Charge in respect of current year				(89	)		(71	)		(81	)				(82	)		(106	)		(48	)
Recognition of previously unrecognised trading losses				—			—			23
Other adjustments in respect of prior years				10			27			35					13			7			12

Total current tax charge				(79	)		(44	)		(23	)				(69	)		(99	)		(36	)

Deferred tax
In respect of timing differences				(97	)		(96	)		(73	)
Recognition of previously unrecognised capital losses				—			—			76
Recognition of previously unrecognised trading losses				—			—			37
In respect of temporary differences															(77	)		(51	)		(93	)
Other adjustments in respect of prior years				4			9			(21	)				—			4			4

Total deferred tax charge		13		(93	)		(87	)		19			13		(77	)		(47	)		(89	)

Total tax charge				(172	)		(131	)		(4	)				(146	)		(146	)		(125	)

~~F-25~~F-27

Notes to the Consolidated Financial Statements (Continued)

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the UK tax rate as follows:


	2008			2007			2006			2010			2009			2008
	All figures in £ millions									All figures in £ millions

Profit before tax		585			468			448			670			523			469
Tax calculated at UK rate (2008: 28.5%, 2007: 30%)		(167	)		(141	)		(135	)
Tax calculated at UK rate (2010: 28%, 2009: 28%, 2008: 28.5%)											(188	)		(147	)		(134	)
Effect of overseas tax rates		(29	)		(25	)		(17	)		(40	)		(27	)		(13	)
Joint venture and associate income reported net of tax		7			7			7			11			8			7
Net expense not deductible for tax purposes		(1	)		(9	)		(13	)
Utilisation of previously unrecognised tax losses		4			3			7
Recognition of previously unrecognised tax losses		—			—			136
Net income/(expense) not subject to tax											8			8			(5	)
Utilisation of previously unrecognised tax losses and credits											56			2			4
Unutilised tax losses		—			(2	)		(3	)		(6	)		(1	)		—
Prior year adjustments		14			36			14			13			11			16

Total tax charge		(172	)		(131	)		(4	)		(146	)		(146	)		(125	)

UK		(53	)		(42	)		(15	)		(28	)		(41	)		(47	)
Overseas		(119	)		(89	)		11			(118	)		(105	)		(78	)

Total tax charge		(172	)		(131	)		(4	)		(146	)		(146	)		(125	)

Tax rate reflected in earnings											21.8	%		27.9	%		26.7	%

A number of changes to the UK Corporation tax system were announced in the June 2010 Budget Statement. The Finance (No. 2) Act 2010 was enacted in July 2010 and reduces the main rate of corporation tax from 28% to 27% from 1 April 2011. A reduction in the rate of corporation tax from 28% to 27% resulted in a reduction in the net deferred tax asset provided at 31 December 2010 of £3m, of which £1m was charged to the income statement and £2m to other comprehensive income.

The tax (charge)/benefit ~~on items charged to equity~~recognised in other comprehensive income is as follows:


	2008				2007			2006		2010			2009		2008
	All figures in £ millions									All figures in £ millions

Share-based payments		(7	)			7			2
Pension contributions and actuarial gains and losses		10				28			9		(42	)		79		10
Net investment hedges and other foreign exchange gains and losses		(1	)			(6	)		1		1			12		(1	)
				��
		2				29			12		(41	)		91		9

A tax benefit of £4m (2009: tax benefit £6m; 2008: tax charge £7m) relating to share-based payments has been recognised directly in equity.


8.	Earnings per share

Basic

Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the company and held as treasury shares.

~~F-26~~

~~Notes to the Consolidated Financial Statements (Continued)~~

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares to take account of all dilutive potential ordinary shares and adjusting the profit attributable, if applicable, to account for any tax consequences that might arise from conversion of those shares.

Notes 2008 2007 2006
All figures in £ millions

Profit for the year from continuing operations 413 337 444
Minority interest (31 ) (26 ) (23 )

Earnings from continuing operations
382 311 421

(Loss)/profit for the year from discontinued operations 3 (90 ) (27 ) 25

Earnings
292 284 446

Weighted average number of shares (millions) 797.0 796.8 798.4
Effect of dilutive share options (millions) 0.5 1.3 1.5
Weighted average number of shares (millions) for diluted earnings 797.5 798.1 799.9

Earnings per share from continuing and discontinued operations

Basic 36.6p 35.6p 55.9p
Diluted 36.6p 35.6p 55.8p

Earnings per share from continuing operations

Basic 47.9p 39.0p 52.7p
Diluted 47.9p 39.0p 52.6p

Earnings per share from discontinued operations

Basic (11.3p ) (3.4p ) 3.2p

F-28

Notes to the Consolidated Financial Statements (Continued)


	Notes		2010			2009			2008
			All figures in £ millions

Profit for the year from continuing operations				524			377			344
Non-controlling interest				5			(1	)		(2	)

Earnings from continuing operations				529			376			342

Profit/(loss) for the year from discontinued operations		3		776			85			(21	)
Non-controlling interest				(8	)		(36	)		(29	)

Earnings				1,297			425			292

Weighted average number of shares (millions)				801.2			799.3			797.0
Effect of dilutive share options (millions)				1.8			0.8			0.5
Weighted average number of shares (millions) for diluted earnings				803.0			800.1			797.5

Earnings per share from continuing and discontinued operations
Basic				161.9p			53.2p			36.6p
Diluted				161.5p			53.1p			36.6p

Earnings per share from continuing operations
Basic				66.0p			47.0p			42.9p
Diluted				65.9p			47.0p			42.9p

Earnings per share from discontinued operations
Basic				95.9p			6.2p			(6.3p	)


9.	Dividends

2008 2007 2006
All figures in £ millions

Final paid in respect of prior year 20.5p (2007: 18.8p; 2006: 17p) 163 150 136
Interim paid in respect of current year 11.8p (2007: 11.1p; 2006: 10.5p) 94 88 84

257 238 220


	2010		2009		2008
	All figures in £ millions

Final paid in respect of prior year 23.3p (2009: 22.0p; 2008: 20.5p)		187		176		163
Interim paid in respect of current year 13.0p (2009: 12.2p; 2008: 11.8p)		105		97		94

		292		273		257

The directors are proposing a final dividend in respect of the financial year ended 31 December ~~2008~~2010 of ~~22p~~25.7p per share which will absorb an estimated ~~£176m~~£206m of shareholders’ funds. It will be paid on 86 May ~~2009~~2011 to shareholders who are on the register of members on 148 April ~~2009.~~2011. These financial statements do not reflect this dividend.

~~F-27~~F-29

Notes to the Consolidated Financial Statements (Continued)


10.	Property, plant and equipment


							Assets in												Assets in
	Land and			Plant and			course of						Land and			Plant and			course of
	buildings			equipment			construction			Total			buildings			equipment			construction			Total
	All figures in £ millions												All figures in £ millions

Cost
At 1 January 2007		313			631			11			955
At 1 January 2009														355			839			7			1,201
Exchange differences														(21	)		(55	)		(1	)		(77	)
Additions														14			46			7			67
Disposals														(2	)		(41	)		—			(43	)
Acquisition through business combination														1			17			—			18
Reclassifications														1			5			(6	)		—

At 31 December 2009														348			811			7			1,166

Exchange differences		(2	)		—			—			(2	)		8			28			—			36
Additions		20			62			11			93			21			55			12			88
Disposals		(24	)		(65	)		—			(89	)		(4	)		(58	)		—			(62	)
Acquisition through business combination		—			27			—			27			8			25			—			33
Disposal through business disposal		(1	)		(25	)		—			(26	)		(48	)		(201	)		—			(249	)
Reclassifications		—			6			(6	)		—			3			5			(8	)		—
Transfer to non-current assets held for sale		(8	)		(14	)		—			(22	)

At 31 December 2007		298			622			16			936
At 31 December 2010														336			665			11			1,012

Exchange differences		54			138			6			198
Additions		6			67			6			79
Disposals		(7	)		(38	)		—			(45	)
Acquisition through business combination		2			29			2			33
Reclassifications		2			21			(23	)		—

At 31 December 2008		355			839			7			1,201


							Assets in											Assets in
	Land and			Plant and			course of					Land and			Plant and			course of
	buildings			equipment			construction		Total			buildings			equipment			construction		Total
	All figures in £ millions											All figures in £ millions

Depreciation
At 1 January 2007		(128	)		(479	)		—		(607	)
At 1 January 2009													(170	)		(608	)		—		(778	)
Exchange differences													11			42			—		53
Charge for the year													(17	)		(68	)		—		(85	)
Disposals													2			39			—		41
Acquisition through business combination													—			(9	)		—		(9	)

At 31 December 2009													(174	)		(604	)		—		(778	)

Exchange differences		—			1			—		1			(4	)		(19	)		—		(23	)
Charge for the year		(14	)		(54	)		—		(68	)		(16	)		(66	)		—		(82	)
Disposals		11			63			—		74			3			58			—		61
Acquisition through business combination		—			(16	)		—		(16	)		(3	)		(13	)		—		(16	)
Disposal through business disposal		—			20			—		20			28			164			—		192
Transfer to non-current assets held for sale		5			10			—		15

At 31 December 2007		(126	)		(455	)		—		(581	)

Exchange differences		(30	)		(102	)		—		(132	)
Charge for the year		(19	)		(61	)		—		(80	)
Disposals		6			36			—		42
Acquisition through business combination		(1	)		(26	)		—		(27	)

At 31 December 2008		(170	)		(608	)		—		(778	)
At 31 December 2010													(166	)		(480	)		—		(646	)

Carrying amounts
At 1 January 2007		185			152			11		348
At 31 December 2007		172			167			16		355
At 31 December 2008		185			231			7		423
At 1 January 2009													185			231			7		423
At 31 December 2009													174			207			7		388

At 31 December 2010													170			185			11		366

~~F-28~~F-30

Notes to the Consolidated Financial Statements (Continued)

Depreciation expense of ~~£12m (2007: £13m)~~£10m (2009: £12m) has been included in the income statement in cost of goods sold, ~~£6m (2007: £5m)~~£7m (2009: £7m) in distribution expenses and ~~£61m (2007: £50m)~~£52m (2009: £45m) in administrative and other expenses. ~~There was no depreciation expense relating~~In 2010 £13m (2009: £21m) relates to discontinued ~~operations in 2008 (2007: £3m).~~operations.

The Group leases certain equipment under a number of finance lease agreements. The net carrying amount of leased plant and equipment included within property, plant and equipment was ~~£7m (2007: £6m)~~£12m (2009: £15m).


11.	Intangible assets


							Acquired																				Acquired
							customer			Acquired		Acquired			Other												customer			Acquired			Acquired			Other
							lists &			trademarks		publishing			intangibles												lists and			trademarks			publishing			intangibles
	Goodwill			Software			relationships			& brands		rights			acquired		Total				Goodwill			Software			relationships			and brands			rights			acquired			Total
	All figures in £ millions																				All figures in £ millions

Cost
At 1 January 2007		3,271			201			113			26		96			53		3,760
At 1 January 2009																						4,570			310			341			128			165			258			5,772
Exchange differences		(4	)		(2	)		—			1		3			—		(2	)	��		(420	)		(25	)		(32	)		(9	)		(5	)		(22	)		(513	)
Additions — internal development		—			20			—			—		—			—		20				—			35			—			—			—			—			35
Additions — purchased		—			13			—			—		—			—		13				—			24			—			—			—			—			24
Disposals		(34	)		(19	)		(2	)		—		(3	)		2		(56	)			(9	)		(5	)		—			—			—			—			(14	)
Acquisition through business combination		304			4			76			35		40			44		503				205			—			38			24			55			25			347
Transfer to non-current assets held for sale		(194	)		—			—			—		—			—		(194	)

At 31 December 2007		3,343			217			187			62		136			99		4,044
At 31 December 2009																						4,346			339			347			143			215			261			5,651

Exchange differences		1,082			71			77			24		31			62		1,347				140			9			10			4			9			10			182
Additions — internal development		—			29			—			—		—			—		29				—			41			—			—			—			—			41
Additions — purchased		—			16			—			—		—			—		16				—			15			—			—			—			—			15
Disposals		(8	)		(27	)		—			—		—			—		(35	)			(11	)		(18	)		—			—			—			—			(29	)
Acquisition through business combination		153			17			77			42		—			97		386				288			9			159			40			6			76			578
Disposal through business disposal		—			(1	)		—			—		(2	)		—		(3	)			(195	)		(43	)		(85	)		(1	)		—			(41	)		(365	)
Transfer to Pre-publication		—			(12	)		—			—		—			—		(12	)

At 31 December 2008		4,570			310			341			128		165			258		5,772
At 31 December 2010																						4,568			352			431			186			230			306			6,073

~~F-29~~F-31

Notes to the Consolidated Financial Statements (Continued)


						Acquired																				Acquired
						customer			Acquired			Acquired			Other											customer			Acquired			Acquired			Other
						lists &			trademarks			publishing			intangibles											lists and			trademarks			publishing			intangibles
	Goodwill		Software			relationships			& brands			rights			acquired			Total			Goodwill		Software			relationships			and brands			rights			acquired			Total
	All figures in £ millions																				All figures in £ millions

Amortisation
At 1 January 2007		—		(135	)		(15	)		(1	)		(15	)		(13	)		(179	)
At 1 January 2009																						—		(203	)		(67	)		(17	)		(69	)		(63	)		(419	)
Exchange differences		—		1			—			—			—			1			2			—		19			6			1			6			8			40
Charge for the year		—		(25	)		(13	)		(3	)		(17	)		(12	)		(70	)		—		(44	)		(35	)		(11	)		(22	)		(35	)		(147	)
Disposals		—		19			—			—			—			—			19			—		4			—			—			—			—			4
Acquisition through business combination		—		(2	)		—			—			—			—			(2	)
Transfer to non-current assets held for sale		—		—			—			—			—			—			—

At 31 December 2007		—		(142	)		(28	)		(4	)		(32	)		(24	)		(230	)
At 31 December 2009																						—		(224	)		(96	)		(27	)		(85	)		(90	)		(522	)

Exchange differences		—		(50	)		(15	)		(3	)		(13	)		(12	)		(93	)		—		(5	)		(3	)		(2	)		(2	)		(1	)		(13	)
Charge for the year		—		(30	)		(24	)		(10	)		(25	)		(27	)		(116	)		—		(51	)		(39	)		(12	)		(24	)		(38	)		(164	)
Disposals		—		27			—			—			—			—			27			—		16			—			—			—			—			16
Acquisition through business combination		—		(13	)		—			—			—			—			(13	)		—		(5	)		—			—			—			—			(5	)
Disposal through business disposal		—		1			—			—			1			—			2			—		19			35			—			—			28			82
Transfer to Pre-publication		—		4			—			—			—			—			4

At 31 December 2008		—		(203	)		(67	)		(17	)		(69	)		(63	)		(419	)
At 31 December 2010																						—		(250	)		(103	)		(41	)		(111	)		(101	)		(606	)

Carrying amounts
At 1 January 2007		3,271		66			98			25			81			40			3,581
At 31 December 2007		3,343		75			159			58			104			75			3,814
At 31 December 2008		4,570		107			274			111			96			195			5,353
At 1 January 2009																						4,570		107			274			111			96			195			5,353
At 31 December 2009																						4,346		115			251			116			130			171			5,129

At 31 December 2010																						4,568		102			328			145			119			205			5,467

Goodwill

The goodwill carrying value of ~~£4,570m~~£4,568m relates to acquisitions completed after 1 January 1998. Prior to 1 January 1998 all goodwill was written off to reserves on the date of acquisition. ~~£3,309m~~£3,090m of the carrying value relates to acquisitions completed between 1 January 1998 and 31 December 2002 and ~~£1,261m~~£1,478m relates to acquisitions completed after 1 January 2003 (the date of transition to IFRS).

For acquisitions completed between 1 January 1998 and 31 December 2002 no value was ascribed to intangibles other than goodwill and the goodwill on each acquisition was amortised over a period of up to 20 years. On adoption of IFRS on 1 January 2003, the Group chose not to restate the goodwill balance and at that date the balance was frozen (i.e. amortisation ceased). If goodwill had been restated then a significant value would have been ascribed to other intangible assets, which would be subject to amortisation, and the carrying value of goodwill would be significantly lower.

For acquisitions completed after 1 January 2003 value has been ascribed to other intangible assets which are ~~amortised, with only the remaining difference between the purchase price and the fair value of net assets acquired being allocated to goodwill.~~

~~F-30~~

~~Notes to the Consolidated Financial Statements (Continued)~~amortised.

Other intangible assets

Other intangibles acquired include content, technology, contracts and software rights. Amortisation of ~~£5m (2007: £3m)~~£3m (2009: £5m) is included in the income statement in cost of goods sold and ~~£111m (2007: £67m)~~£149m (2009: £126m) in administrative and other expenses. In 2010 £12m (2009: £16m) of amortisation relates to discontinued operations.

Impairment tests for cash-generating units containing goodwill

Impairment tests have been carried out where appropriate as described below. The recoverable amount for each unit tested exceeds its carrying value.

F-32

Notes to the Consolidated Financial Statements (Continued)

Goodwill in respect of continuing operations is allocated to 1412 cash-generating units (CGUs) within the business segments as follows:


	Notes		2008		2007		2010		2009
			All figures in £ millions				All figures in
	£ millions
US School Curriculum				937		677

US Education Publishing								1,976		1,876
US School Assessment and Information				722		414		683		652
US Higher Education				1,164		839
Canada				173		155		197		181
International Education Publishing				315		270		686		468
International Education Assessment and Testing				241		194		227		222
Professional Publishing				15		10		13		13
Professional Assessment and Testing				254		181
Professional Assessment and Training								287		226

Pearson Education total				3,821		2,740		4,069		3,638

Financial Times				46		12		48		43
Mergermarket				130		126		136		125
Interactive Data				208		147

FT Group total				384		285		184		168

Penguin US				216		155		196		190
Penguin UK				95		111		103		103
Pearson Australia				54		52
Penguin Asia Pacific & International								16		63

Penguin total				365		318		315		356

Total goodwill — continuing operations				4,570		3,343
Continuing operations								4,568		4,162

Goodwill held for sale		31		—		96
Interactive Data								—		184

Total goodwill				4,570		3,439		4,568		4,346

~~During~~As highlighted in the 2008 ~~after~~business review, integration of the ~~change~~US School and Higher Education businesses began in ~~organisational structure the CGUs were reorganised~~2008. This integration continued throughout 2009 and ~~goodwill reallocated~~advanced to ~~the units affected.~~ a point where, from 1 January 2010, these companies have been combined into one CGU for impairment review purposes.

The recoverable amount of each CGU is based on value in use calculations. Goodwill is tested for impairment annually. Other than goodwill there are no intangible assets with indefinite lives. The goodwill is generally denominated in the currency of the relevant cash flows and therefore the impairment review is not materially sensitive to exchange rate fluctuations.

Key assumptions

The value in use calculations use cash flow projections based on financial budgets approved by management covering a five-year period. The key assumptions used by management in the value in use calculations were:

Discount rate — The discount rate is based on the risk-free rate for government bonds, adjusted for a risk premium to reflect the increased risk in investing in equities. The risk premium adjustment is assessed for each specific CGU. The average pre-tax discount rates used are in the range of ~~10.2%~~11.2% to ~~11.7%~~12.1% for the Pearson

~~F-31~~

~~Notes to the Consolidated Financial Statements (Continued)~~

Education businesses ~~(2007: 10.5%~~(2009: 10.9% to ~~12.0%~~11.8%), ~~10.8%~~12.9% to ~~20.5%~~20.0% for the FT Group businesses ~~(2007: 10.4%~~(2009: 12.7% to ~~17.2%~~18.1%) and ~~8.8%~~10.5% to ~~10.4%~~13.0% for the Penguin businesses ~~(2007: 8.9%~~(2009: 9.5% to ~~11.7%~~11.4%).

Perpetuity growth rates — ~~The~~A perpetuity growth rate of 2.0% was used for cash flows subsequent to the approved budget period ~~are based upon~~for all CGUs in 2010 (2009: 2.0%). This perpetuity growth rate is a conservative rate and is considered to be lower than the long-term historic growth rates of the underlying territories in which the CGU operates and ~~reflect~~ the long-term growth rate prospects of the sectors in which the CGU operates. ~~A perpetuity growth rate of 2.0% was used for all CGUs in 2008 (a range from 2.5%~~

F-33

Notes to ~~3.5% in 2007). The perpetuity growth rates are consistent with appropriate external sources for~~ the ~~relevant markets.~~Consolidated Financial Statements (Continued)

Cash flow growth rates — The cash flow growth rates are derived from management’s latest ~~estimates~~forecast of ~~forecast~~ sales taking into consideration ~~past~~ experience of operating margins achieved in the CGU. Historically, such forecasts have been reasonably accurate.

Sensitivities

The Group’s impairment review is sensitive to a change in ~~the key~~ assumptions used, most notably the discount rates, the perpetuity growth rates and expected future cash flows. Based on the Group’s sensitivity analysis, a reasonably possible change in ~~the discount rate or perpetuity growth rate could~~any of these assumptions is unlikely to cause an impairment in ~~either~~any of the ~~US School Curriculum or Penguin UK~~ CGUs.

The fair value of US School Curriculum is 8% or approximately £77m above its carrying value, but an increase of 0.5 percentage points in the discount rate or a reduction of 0.6 percentage points in the perpetuity growth rate would cause the value in use to fall below the carrying value.

The fair value of Penguin UK is 24% or approximately £44m above its carrying value, but an increase of 1.4 percentage points in the discount rate or a reduction of 1.7 percentage points in the perpetuity growth rate would cause the value in use to fall below the carrying value.


12.	Investments in joint ventures and associates

Joint ventures


	2008			2007			2010			2009
	All figures in £ millions						All figures in £ millions

At beginning of year		11			12			18			13
Exchange differences		(4	)		—
Share of profit after tax		6			4
Share of (loss)/profit after tax								(1	)		4
Dividends		(5	)		(8	)		(3	)		(3	)
Loan repayment								—			(3	)
Additions and further investment		5			3			4			13
Transfer to subsidiary								—			(6	)

At end of year		13			11			18			18

Investments in joint ventures are accounted for using the equity method of accounting and are initially recognised at cost.

~~F-32~~

~~Notes to the Consolidated Financial Statements (Continued)~~ The total goodwill recorded on acquisition of joint ventures at 31 December 2010 was £12m (2009: £11m).

The aggregate of the Group’s share inof its joint ~~ventures,~~ventures’ assets (including goodwill) and liabilities, none of which are individually significant, are as follows:


	2008			2007			2010			2009
	All figures in £ millions						All figures in £ millions

Assets
Non-current assets		6			3			15			15
Current assets		21			23			14			11

Liabilities
Current liabilities		(14	)		(15	)		(11	)		(8	)

Net assets		13			11			18			18

Income		36			61			17			12
Expenses		(30	)		(57	)		(18	)		(8	)

Profit after income tax		6			4
(Loss)/profit after tax								(1	)		4

F-34

Notes to the Consolidated Financial Statements (Continued)

Associates


	2008			2007			2010			2009
	All figures in £ millions						All figures in £ millions

At beginning of year		9			8			12			10
Exchange differences		(5	)		(1	)		(1	)		4
Share of profit after tax		19			19			42			26
Dividends		(16	)		(24	)		(20	)		(19	)
Additions		—			1			17			1
Distribution from associate in excess of carrying value		6			6
Actuarial losses on retirement benefit obligations		(3	)		—
Reversal of distribution from associate in excess of carrying value								(7	)		(7	)
Actuarial gains/(losses) on retirement benefit obligations								1			(3	)
Transfer from other financial assets								9			—

At end of year		10			9			53			12

Included in the share of profit after tax is a gain in fair values of £12m (2009: £nil) arising on a stepped acquisition by FTSE International Ltd.

In addition to the amounts disclosed above, FTSE paid royalties of £11m (2009: £10m) to the FT Group during the year.

Investments in associates are accounted for using the equity method of ~~accounting. There is no~~accounting and are initially recognised at cost. The total goodwill recorded on acquisition ~~goodwill relating to the Group’s investments in associates.~~of associates at 31 December 2010 was £21m (2009: £nil).

The Group’s interests in its principal associates, all of which are unlisted, are as follows:


			%													%
2008	Country of incorporation		Interest held		Assets		Liabilities			Revenues		Profit
2010														Country of incorporation		interest held		Assets		Liabilities			Revenues		Profit
	All figures in £ millions													All figures in £ millions

The Economist Newspaper Ltd		England		50		86		(86	)		149		16		England		50		129		(129	)		169		25
FTSE International Ltd															England		50		62		(44	)		45		17
Other						35		(25	)		42		3						41		(6	)		9		—

Total						121		(111	)		191		19						232		(179	)		223		42


			%													%
2007	Country of incorporation		Interest held		Assets		Liabilities			Revenues		Profit
2009														Country of incorporation		interest held		Assets		Liabilities			Revenues		Profit
	All figures in £ millions													All figures in £ millions

The Economist Newspaper Ltd		England		50		63		(63	)		131		15		England		50		116		(116	)		161		22
FTSE International Ltd															England		50		28		(24	)		38		4
Other						30		(21	)		56		4						14		(6	)		12		—

Total						93		(84	)		187		19						158		(146	)		211		26

The ~~interest~~interests held in associates isare equivalent to voting rights.

~~F-33~~F-35

Notes to the Consolidated Financial Statements (Continued)


13.	Deferred income tax


							2010			2009
	2008			2007			All figures in
	All figures in £ millions						£ millions

Deferred income tax assets
Deferred income tax assets to be recovered after more than 12 months		341			262			276			374
Deferred income tax assets to be recovered within 12 months		31			66			—			13

		372			328			276			387

Deferred income tax liabilities
Deferred income tax liabilities to be settled after more than 12 months		(447	)		(287	)		(471	)		(473	)
Deferred income tax liabilities to be settled within 12 months		—			—			—			—

		(447	)		(287	)		(471	)		(473	)

Net deferred income tax		(75	)		41			(195	)		(86	)

Deferred income tax assets to be recovered within 12 months relate to the utilisation of losses in the US.

Deferred income tax assets and liabilities may be offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The Group has unrecognised deferred income tax assets of £14m at 31 December ~~2008~~2010 in respect of UK losses, and approximately £16m in respect of ~~£28m (2007: £34m).~~losses in other territories. None of ~~these~~the unrecognised ~~deferred income tax assets~~UK losses have expiry dates associated with them.

The recognition of the deferred income tax assets is supported by management’s forecasts of the future profitability of the relevant business units.

The movement on the net deferred income tax account is as follows:


									Notes		2010			2009
	Notes		2008			2007					All figures in
			All figures in £ millions								£ millions

At beginning of year				41			172					(86	)		(75	)
Exchange differences				(12	)		(4	)				(4	)		10
Income statement charge		7		(93	)		(87	)		7		(72	)		(51	)
Acquisition through business combination		30		(4	)		(45	)		29		(37	)		(45	)
Disposal through business disposal		32		—			2			30		47			—
Tax (charge)/benefit to equity				(7	)		3
Tax (charge)/benefit to other comprehensive income or equity												(43	)		75

At end of year				(75	)		41					(195	)		(86	)

Included in the income statement charge above is a £5m credit relating to discontinued operations (2009: £4m charge).

~~F-34~~F-36

Notes to the Consolidated Financial Statements (Continued)

The movement in deferred income tax assets and liabilities during the year is as follows:


																												Retirement
	Capital			Trading			Goodwill and			Returns									Trading			Goodwill and			Returns			benefit
	losses			losses			intangibles			provisions			Other			Total			losses			intangibles			provisions			obligations			Other			Total
	All figures in £ millions																		All figures in £ millions

Deferred income tax assets
At 1 January 2007		76			129			25			66			121			417
At 1 January 2009																				73			20			106			7			166			372
Exchange differences		—			(5	)		—			(1	)		(2	)		(8	)		(5	)		(2	)		(10	)		(1	)		(17	)		(35	)
Acquisition through business combination		—			10			—			—			1			11			—			—			—			—			—			—
Income statement (charge)/benefit		(76	)		(47	)		(5	)		14			19			(95	)		(46	)		(7	)		(4	)		(6	)		42			(21	)
Tax benefit to equity		—			—			—			—			3			3
Tax benefit to other comprehensive income or equity																				—			—			—			68			3			71

At 31 December 2007		—			87			20			79			142			328
At 31 December 2009																				22			11			92			68			194			387

Exchange differences		—			19			6			28			40			93			1			—			3			—			5			9
Acquisition through business combination		—			2			—			—			—			2			—			—			—			—			4			4
Income statement charge		—			(35	)		(6	)		(1	)		(3	)		(45	)
Tax charge to equity		—			—			—			—			(6	)		(6	)
Disposal through business disposal																				—			—			—			—			(7	)		(7	)
Income statement (charge)/benefit																				(18	)		(7	)		1			(9	)		(35	)		(68	)
Tax (charge)/benefit to other comprehensive income or equity																				—			—			—			(53	)		4			(49	)

At 31 December 2008		—			73			20			106			173			372
At 31 December 2010																				5			4			96			6			165			276

Other deferred income tax assets include temporary differences on share-based payments, inventory ~~retirement benefit obligations~~ and other provisions.

Goodwill and

intangibles Other Total
All figures in £ millions

Deferred income tax liabilities

At 1 January 2007 (149 ) (96 ) (245 )
Exchange differences 3 1 4
Acquisition through business combination (56 ) — (56 )
Disposal through business disposal — 2 2
Income statement (charge)/benefit (12 ) 20 8
Tax benefit to equity — — —

At 31 December 2007 (214 ) (73 ) (287 )

Exchange differences (73 ) (32 ) (105 )
Acquisition through business combination (5 ) (1 ) (6 )
Income statement charge (26 ) (22 ) (48 )
Tax charge to equity — (1 ) (1 )

At 31 December 2008
(318 ) (129 ) (447 )


	Goodwill and
	intangibles			Other			Total
	All figures in £ millions

Deferred income tax liabilities
At 1 January 2009		(318	)		(129	)		(447	)
Exchange differences		30			15			45
Acquisition through business combination		(41	)		(4	)		(45	)
Income statement benefit/(charge)		10			(40	)		(30	)
Tax benefit to other comprehensive income or equity		—			4			4

At 31 December 2009		(319	)		(154	)		(473	)

Exchange differences		(9	)		(4	)		(13	)
Acquisition through business combination		(41	)		—			(41	)
Disposal through business disposal		25			29			54
Income statement benefit/(charge)		10			(14	)		(4	)
Tax benefit to other comprehensive income or equity		—			6			6

At 31 December 2010		(334	)		(137	)		(471	)

Other deferred income tax liabilities include temporary differences in respect of depreciation and royalty advances.

~~F-35~~F-37

Notes to the Consolidated Financial Statements (Continued)


14.	Classification of financial instruments

The accounting classification of each class of the Group’s financial assets and financial liabilities, together with their fair values, is as follows:


			2008																				2010
			Fair value																				Fair value										Amortised cost
					Derivatives			Derivatives		Amortised cost					Total			Total							Derivatives			Derivatives										Total			Total
			Available		deemed held			in hedging		Loans and		Other			carrying			market					Available		deemed held			in hedging		Other			Loans and		Other			carrying			market
	Notes		for sale		for trading			relationships		receivables		liabilities			value			value			Notes		for sale		for trading			relationships		liabilities			receivables		liabilities			value			value
			All figures in £ millions																		All figures in £ millions

Investments in unlisted securities		15		63		—			—		—		—			63			63			15		58		—			—		—			—		—			58			58
Cash and cash equivalents		17		—		—			—		685		—			685			685			17		—		—			—		—			1,736		—			1,736			1,736
Marketable securities				54		—			—		—					54			54					12		—			—		—			—		—			12			12
Derivative financial instruments		16		—		23			161		—		—			184			184			16		—		28			112		—			—		—			140			140
Trade receivables		22		—		—			—		1,030		—			1,030			1,030			22		—		—			—		—			1,031		—			1,031			1,031

Total financial assets				117		23			161		1,715		—			2,016			2,016					70		28			112		—			2,767		—			2,977			2,977

Derivative financial instruments		16		—		(20	)		—		—		—			(20	)		(20	)		16		—		(6	)		—		—			—		—			(6	)		(6	)
Trade payables		24		—		—			—		—		(450	)		(450	)		(450	)		24		—		—			—		—			—		(470	)		(470	)		(470	)
Other financial liabilities — put option over non-controlling interest																						24		—		—			—		(25	)		—		—			(25	)		(25	)
Bank loans and overdrafts		18		—		—			—		—		(228	)		(228	)		(228	)		18		—		—			—		—			—		(73	)		(73	)		(73	)
Borrowings due within one year		18		—		—			—		—		(248	)		(248	)		(247	)		18		—		—			—		—			—		(331	)		(331	)		(333	)
Borrowings due after more than one year		18		—		—			—		—		(1,887	)		(1,887	)		(1,620	)		18		—		—			—		—			—		(1,908	)		(1,908	)		(1,939	)

Total financial liabilities				—		(20	)		—		—		(2,813	)		(2,833	)		(2,565	)				—		(6	)		—		(25	)		—		(2,782	)		(2,813	)		(2,846	)

~~F-36~~F-38

Notes to the Consolidated Financial Statements (Continued)


			2007																						2009
			Fair value																						Fair value										Amortised cost
					Derivatives			Derivatives			Amortised cost						Total			Total							Derivatives			Derivatives										Total			Total
			Available		deemed held			in hedging			Loans and			Other			carrying			market					Available		deemed held			in hedging		Other			Loans and		Other			carrying			market
	Notes		for sale		for trading			relationships			receivables			liabilities			value			value			Notes		for sale		for trading			relationships		liabilities			receivables		liabilities			value			value
	All figures in £ millions																						All figures in £ millions

Investments in unlisted securities		15		52		—			—			—			—			52			52			15		62		—			—		—			—		—			62			62
Cash and cash equivalents		17		—		—			—			560			—			560			560			17		—		—			—		—			750		—			750			750
Marketable securities				40		—			—			—			—			40			40					63		—			—		—			—		—			63			63
Derivative financial instruments		16		—		16			35			—			—			51			51			16		—		42			70		—			—		—			112			112
Trade receivables		22		—		—			—			750			—			750			750			22		—		—			—		—			989		—			989			989

Total financial assets				92		16			35			1,310			—			1,453			1,453					125		42			70		—			1,739		—			1,976			1,976

Derivative financial instruments		16		—		(8	)		(8	)		—			—			(16	)		(16	)		16		—		(9	)		—		—			—		—			(9	)		(9	)
Trade payables		24		—		—			—			—			(342	)		(342	)		(342	)		24		—		—			—		—			—		(461	)		(461	)		(461	)
Other financial liabilities — put option over non — controlling interest																								24		—		—			—		(23	)		—		—			(23	)		(23	)
Bank loans and overdrafts		18		—		—			—			—			(444	)		(444	)		(444	)		18		—		—			—		—			—		(70	)		(70	)		(70	)
Borrowings due within one year		18		—		—			—			—	��		(115	)		(115	)		(112	)		18		—		—			—		—			—		(4	)		(4	)		(4	)
Borrowings due after more than one year		18		—		—			—			—			(1,049	)		(1,049	)		(1,046	)		18		—		—			—		—			—		(1,934	)		(1,934	)		(1,969	)

Total financial liabilities				—		(8	)		(8	)		—			(1,950	)		(1,966	)		(1,960	)				—		(9	)		—		(23	)		—		(2,469	)		(2,501	)		(2,536	)

Certain of the Group’s derivative financial instruments are ~~deemed to be~~classified as held for trading either as they do not meet the hedge accounting criteria specified in IAS 39 ‘Financial Instruments: Recognition and Measurement’ or the Group has chosen not to seek hedge accounting for these instruments. None of these derivatives are held for speculative trading purposes. Transactions in derivative financial instruments are only undertaken to manage risks arising from underlying business activity, in accordance with the Group’s treasury policy as described in note 19.

The Group designates certain qualifying derivative financial instruments as hedges of the fair value of its bonds (fair value hedges). Changes in the fair value of these derivative financial instruments are recorded in the income statement, together with any change in the fair value of the hedged liability attributable to the hedged risk.

The Group also designates certain of its borrowings and derivative financial instruments as hedges of its investments in foreign operations (net investment hedges). Movements in the fair value of these financial instruments (to the extent they are effective) are recognised in ~~equity.~~other comprehensive income.

None of the Group’s financial assets or liabilities are designated at fair value through the income statement upon initial recognition.

More detail on the Group’s accounting for financial instruments is included in the Group’s accounting policies. The Group’s approach to managing risks in relation to financial instruments is ~~included~~described in note ~~19: Financial instruments and risk management.~~19.

~~F-37~~F-39

Notes to the Consolidated Financial Statements (Continued)


15.	Other financial assets


	2008			2007		2010			2009
	All figures in £ millions					All figures in £ millions

At beginning of year		52			17		62			63
Exchange differences		18			—		1			(6	)
Acquisition of investments		1			—		7			10
Transfers to associates							(9	)		—
Disposal of investments		(8	)		—		(3	)		(5	)
Equity interest received on sale of Government Solutions		—			35

At end of year		63			52		58			62

Other financial assets comprise non-current unlisted securities.


16.	Derivative financial instruments

The Group’s approach to the management of financial risks is set out in note 19. The Group’s outstanding derivative financial instruments are as follows:


	2008							2007							2010							2009
	Gross notional							Gross notional							Gross notional							Gross notional
	amounts		Assets		Liabilities			amounts		Assets		Liabilities			amounts		Assets		Liabilities			amounts		Assets		Liabilities
	All figures in £ millions														All figures in £ millions

Interest rate derivatives — in a fair value hedge relationship		1,232		161		—			522		18		(8	)		1,327		112		—			1,103		70		—
Interest rate derivatives — not in a hedge relationship		1,033		23		(20	)		796		7		(8	)		256		8		—			486		13		(7	)
Cross currency rate derivatives — in a net investment hedge relationship		—		—		—			100		17		—			220		20		(6	)		220		29		(2	)
Cross currency rate derivatives — not in a hedge relationship		—		—		—			50		9		—

Total		2,265		184		(20	)		1,468		51		(16	)		1,803		140		(6	)		1,809		112		(9	)

Analysed as expiring:
In less than one year		487		3		(5	)		320		28		—			319		6		—			238		—		(7	)
Later than one year and not later than five years		859		47		(15	)		796		13		(8	)		749		74		(6	)		844		60		(2	)
Later than five years		919		134		—			352		10		(8	)		735		60		—			727		52		—

Total		2,265		184		(20	)		1,468		51		(16	)		1,803		140		(6	)		1,809		112		(9	)

The carrying value of the above derivative financial instruments equals their fair value. Fair values are determined by using market data and the use of established estimation techniques such as discounted cash flow and option valuation models.

At the end of ~~2008,~~2010, the currency split of themark-to-market values of rate derivatives, including the exchange of principal on cross currency rate derivatives, was US dollar ~~£161m~~£(97)m, sterling £259m and ~~sterling £3m (2007:~~South African rand £(28)m (2009: US dollar ~~£(119)~~£(127)m, sterling £252m and ~~sterling £154m)~~South African rand £(22)m).

The fixed interest rates on outstanding rate derivative contracts at the end of ~~2008~~2010 range from ~~4.45%~~3.65% to ~~7.0% (2007: 4.45%~~9.28% (2009: 3.65% to ~~7.00%~~9.28%) and the floating rates are based on LIBOR in US dollar and sterling.

~~F-38~~

~~Notes to the Consolidated Financial Statements (Continued)~~

The Group’s portfolio of rate derivatives is diversified by maturity, counterparty and type. Natural offsets between transactions within the portfolio and the designation of certain derivatives as hedges significantly reduce the risk of income statement volatility. The sensitivity of the portfolio to changes in market rates is set out in note 19.

F-40

Notes to the Consolidated Financial Statements (Continued)

Counterparty exposure from all derivatives is managed, together with that from deposits and bank account balances, within credit limits that reflect published credit ratings and by reference to other market measures (e.g. market prices for credit default swaps) to ensure that there is no significant risk to any one counterparty. No single derivative transaction had a market value (positive or negative) at the balance sheet date that exceeded 3% of the Group’s consolidated total equity.

In accordance with IAS 39 ‘Financial Instruments: Recognition and Measurement’, the Group has reviewed all of its material contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain requirements, and has concluded that there are no material embedded derivatives.


17.	Cash and cash equivalents (excluding overdrafts)


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

Cash at bank and in hand		528		439		763		580
Short-term bank deposits		157		121		973		170

		685		560		1,736		750

Short-term bank deposits are invested with banks and earn interest at the prevailing short-term deposit rates.

At the end of ~~2008~~2010 the currency split of cash and cash equivalents was US ~~dollars 36% (2007: 37%~~dollar 73% (2009: 35%), sterling 9% (2009: 22% ~~(2007: 29%~~), ~~euros 20% (2007: 16%~~euro 6% (2009: 18%) and other ~~22% (2007: 18%~~12% (2009: 25%).

Cash and cash equivalents have fair values that approximate to their carrying ~~amounts~~value due to their short-term nature.

Cash and cash equivalents include the following for the purpose of the cash flow statement:


							2010			2009
	2008			2007			All figures in
	All figures in £ millions						£ millions

Cash and cash equivalents		685			560			1,736			750
Bank overdrafts		(96	)		(68	)		(72	)		(70	)

		589			492			1,664			680

~~F-39~~F-41

Notes to the Consolidated Financial Statements (Continued)


18.	Financial liabilities — Borrowings

The Group’s current and non-current borrowings are as follows:


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

Non-current
Bank loans and overdrafts		132		—
4.7% US Dollar Bonds 2009 (nominal amount $350m)		—		176
7% Global Dollar Bonds 2011 (nominal amount $500m)		368		264
7.0% Global Dollar Bonds 2011 (nominal amount $500m)						—		322
5.5% Global Dollar Bonds 2013 (nominal amount $350m)		258		—		236		226
5.7% US Dollar Bonds 2014 (nominal amount $400m)		322		211		288		274
7% Sterling Bonds 2014 (nominal amount £250m)		254		251
7.0% Sterling Bonds 2014 (nominal amount £250m)						256		254
6.0% Sterling Bonds 2015 (nominal amount £300m)						297		297
4.0% US Dollar Notes 2016 (nominal amount $350m)						227		—
6.25% Global Dollar Bonds 2018 (nominal amount $550m)		445		—		389		359
4.625% US Dollar notes 2018 (nominal amount $300m)		237		143
4.625% US Dollar Notes 2018 (nominal amount $300m)						208		191
Finance lease liabilities		3		4		7		11

		2,019		1,049		1,908		1,934

Current
Due within one year or on demand:
Bank loans and overdrafts		96		444		73		70
10.5% Sterling Bonds 2008 (nominal amount £100m)		—		105
4.7% US Dollar Bonds 2009 (nominal amount $350m)		244		—
Loan notes		—		8
7.0% Global Dollar Bonds 2011 (nominal amount $500m)						325		—
Finance lease liabilities		4		2		6		4

		344		559		404		74

Total borrowings		2,363		1,608		2,312		2,008

Included in the non-current borrowings above is £12m of accrued interest ~~(2007: £6m)~~(2009: £12m). Included in the current borrowings above is £1m of accrued interest ~~(2007: £7m)~~(2009: £nil).

The maturity of the Group’s non-current borrowing is as follows:


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

Between one and two years		2		178		4		327
Between two and five years		759		266		1,080		760
Over five years		1,258		605		824		847

		2,019		1,049		1,908		1,934

~~F-40~~F-42

Notes to the Consolidated Financial Statements (Continued)

The carrying amounts and market values of borrowings are as follows:

2008 2007
Effective
Carrying
Carrying

interest rate value Market value value Market value

Bank loans and overdrafts n/a 228 228 444 444
Loan notes n/a — — 8 8
10.5% Sterling Bonds 2008 10.53 % — — 105 102
4.7% US Dollar Bonds 2009 4.86 % 244 243 176 176
7% Global Dollar Bonds 2011 7.16 % 368 349 264 267
5.5% Global Dollar Bonds 2013 5.76 % 258 227 — —
5.7% US Dollar Bonds 2014 5.88 % 322 262 211 203
7% Sterling Bonds 2014 7.20 % 254 258 251 261
6.25% Global Dollar Bonds 2018 6.46 % 445 352 — —
4.625% US Dollar notes 2018 4.69 % 237 169 143 135
Finance lease liabilities n/a 7 7 6 6

2,363 2,095 1,608 1,602


	2010							2009
	Effective			Carrying				Carrying
	interest rate			value		Market value		value		Market value
	All figures in £ millions

Bank loans and overdrafts		n/a			73		73		70		70
7.0% Global Dollar Bonds 2011		7.16	%		325		327		322		331
5.5% Global Dollar Bonds 2013		5.76	%		236		241		226		232
5.7% US Dollar Bonds 2014		5.88	%		288		277		274		266
7.0% Sterling Bonds 2014		7.20	%		256		282		254		276
6.0% Sterling Bonds 2015		6.27	%		297		329		297		317
4.0% US Dollar Notes 2016		4.26	%		227		226		—		—
6.25% Global Dollar Bonds 2018		6.46	%		389		385		359		360
4.625% US Dollar Notes 2018		4.69	%		208		192		191		176
Finance lease liabilities		n/a			13		13		15		15

					2,312		2,345		2,008		2,043

The market values stated above are based on clean market prices at the year end or, where these are not available, on the quoted market prices of comparable debt issued by other companies. The effective interest rates above relate to the underlying debt instruments.

The carrying amounts of the Group’s borrowings are denominated in the following currencies:


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

US dollar		2,081		1,251		1,759		1,457
Sterling		277		357		553		551
Euro		5		—		—		—

		2,363		1,608		2,312		2,008

The Group has the following undrawn capacity on its committed borrowing facilities as at 31 December:


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

Floating rate
— expiring within one year		—		—		—		—
— expiring beyond one year		1,085		1,007		1,118		1,084

		1,085		1,007		1,118		1,084

In addition to the above facilities, there are a number of short-term facilities that are utilised in the normal course of business.

All of the Group’s borrowings are unsecured. In respect of finance lease obligations, the rights to the leased asset revert to the lessor in the event of default.

~~F-41~~F-43

Notes to the Consolidated Financial Statements (Continued)


~~18.~~	~~Financial liabilities — Borrowings continued~~

The maturity of the Group’s finance lease obligations is as follows:


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

Finance lease liabilities — minimum lease payments
Not later than one year		4		2		6		4
Later than one year and not later than two years		2		2		4		5
Later than two years and not later than three years		1		1		3		3
Later than three years and not later than four years		—		1		—		3
Later than four years and not later than five years		—		—		—		—
Later than five years		—		—		—		—
Future finance charges on finance leases		—		—		—		—

Present value of finance lease liabilities		7		6		13		15

The ~~present~~Present value of finance lease liabilities is as follows:


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

Not later than one year		4		2		6		4
Later than one year and not later than five years		3		4		7		11
Later than five years		—		—		—		—

		7		6		13		15

The carrying amounts of the Group’s lease obligations approximate their fair value.


19.	Financial risk management

The Group’s approach to the management of financial risks together with sensitivity analyses is set out below.

Treasury policy

The Group holds financial instruments for two principal purposes: to finance its operations and to manage the interest rate and currency risks arising from its operations and its sources of finance. The Group finances its operations by a mixture of cash flows from operations, short-term borrowings from banks and commercial paper markets, and longer term loans from banks and capital markets. The Group borrows principally in US dollars and sterling, at both floating and fixed rates of interest, using derivative financial instruments (‘derivatives’), where appropriate, to generate the desired effective currency profile and interest rate basis. The derivatives used for this purpose are principally rate swaps, rate caps and collars, currency rate swaps and forward foreign exchange contracts. The main risks arising from the Group’s financial instruments are interest rate risk, liquidity and refinancing risk, counterparty risk and foreign currency risk. These risks are managed by the chief financial officer under policies approved by the board, which are summarised below. All the treasury policies remained unchanged throughout ~~2008, with the exception of~~2010, except for a ~~change~~revision to the foreign exchange hedging policy made with effect from October 2008, which is explained later in this note. Some minor updates will also be made to treasury policies for 2009, largely to reflect current financial market conditions.Group’s bank counterparty limits.

The audit committee ~~and a group of external treasury advisers~~ receives reports on the Group’s treasury activities, policies and procedures. The treasury department is not a profit centre and its activities are subject to regular internal audit.

~~F-42~~

~~Notes to the Consolidated Financial Statements (Continued)~~

Interest rate risk management

The Group’s exposure to interest rate fluctuations on its borrowings is managed by borrowing on a fixed rate basis and by entering into rate swaps, rate caps and forward rate agreements. The Group’s policy objective has continued to be to set a target proportion of its forecast borrowings (taken at the year end, with cash netted against

F-44

Notes to the Consolidated Financial Statements (Continued)

floating rate debt and before certain adjustments for IAS ~~39)~~39 ‘Financial Instruments: Recognition and Measurement’) to be hedged (i.e. fixed or capped at the year end) over the next four years, subject to a maximum of 65% and a minimum that starts at 40% and falls by 10% at each year end. At the end of ~~2008~~2010 the fixed to floating hedging ratio, on the above basis, was approximately ~~49%~~136%. This above-policy level reflects the receipt of the proceeds from the divestment of Interactive Data in 2010, combined with strong cash collections, resulting in lower than typical net debt and hence a higher hedging ratio. Our policy does not require us to cancel derivative contracts and we expect to return to compliance with this policy during 2011. A simultaneous 1% change on 1 January 2011 in the Group’s variable interest rates in US dollar and sterling, taking into account forecast seasonal debt, would have a ~~£10m~~£2m effect on profit before tax.

Use of interest rate derivatives

The policy described in the section above creates a group of derivatives, under which the Group is a payer of fixed rates and a receiver of floating rates. The Group also aims to avoid undue exposure to a single interest rate setting. Reflecting this objective, the Group has predominantly swapped its fixed rate bond issues to floating rate at their launch. This creates a second group of derivatives, under which the Group is a receiver of fixed rates and a payer of floating rates. The Group’s accounting objective in its use of interest rate derivatives is to minimise the impact on the income statement of changes in themark-to-market value of its derivative portfolio as a whole. It uses duration calculations to estimate the sensitivity of the derivatives to movements in market rates. The Group also identifies which derivatives are eligible for fair value hedge accounting (which reduces sharply the income statement impact of changes in the market value of a derivative). The Group then balances the total portfolio between hedge-accounted and pooled segments, so that the expected movement on the pooled segment is minimal.

Liquidity and refinancing risk management

The Group’s objective is to secure continuity of funding at a reasonable cost. To do this it seeks to arrange committed funding for a variety of maturities from a diversity of sources. The Group’s policy objective has been that the weighted average maturity of its core gross borrowings (treating short-term advances as having the final maturity of the facilities available to refinance them) should be between three and ten years. At the end of ~~2008~~2010 the average maturity of gross borrowings was ~~5.0~~4.4 years (2009: 5.1 years) of which bonds represented ~~90%~~96% (2009: 96%) of these ~~borrowings (up from 4.6 years and up from 72% respectively at the beginning of the year).~~borrowings.

The Group believes that ready access to different funding markets also helps to reduce its liquidity risk, and that published credit ratings and published financial policies improve such access. All of the Group’s credit ratings remained unchanged during the year. The long-term ratings are ~~Baa1~~Baal from Moody’s and BBB+ from Standard & Poor’s, and the short-term ratings are P2 and A2 respectively. The Group’s policy is to strive to maintain a rating of ~~Baa1/~~Baal/BBB+ over the long term. The Group will also continue to use internally a range of ratios to monitor and manage its finances. These include interest cover, net debt to operating profit and cash flow to debt measures. The Group also maintains undrawn committed borrowing facilities. At the end of ~~2008~~2010 the committed facilities amounted to ~~£1,217m~~£1,118m and their weighted average maturity was ~~3.4~~4.9 years.

~~F-43~~F-45

Notes to the Consolidated Financial Statements (Continued)

Analysis of Group debt, including the impact of derivatives

The following tables analyse the Group’s sources of funding and the impact of derivatives on the Group’s debt instruments.

The Group’s net debt position is set out below:


							2010			2009
	2008			2007			All figures in
	All figures in £ millions						£ millions

Cash and cash equivalents		685			560			1,736			750
Marketable securities		54			40			12			63
Derivative financial instruments		164			35			134			103
Bank loans, overdrafts and loan notes		(228	)		(452	)		(73	)		(70	)
Bonds		(2,128	)		(1,150	)		(2,226	)		(1,923	)
Finance lease liabilities		(7	)		(6	)		(13	)		(15	)

Net debt		(1,460	)		(973	)		(430	)		(1,092	)

The split of net debt between fixed and floating rate, stated after the impact of rate derivatives, is as follows:


					2010			2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

Fixed rate		781		567		577			772
Floating rate		679		406		(147	)		320

Total		1,460		973		430			1,092

Gross borrowings, after the impact of cross-currency rate derivatives, analysed by currency are as follows:


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

US dollar		2,081		1,401		1,954		1,656
Sterling		277		207		333		330
Euro		5		—
Other						25		22

Total		2,363		1,608		2,312		2,008

As at 31 December ~~2008 there were no outstanding cross-currency rate derivatives.~~

~~As at 31 December 2008~~2010 the exposure of the borrowings of the Group to interest rate changes when the borrowings re-price is as follows:


	Less than		One to			More than					Less than		One to			More than
	one year		five years			five years			Total		one year		five years			five years			Total
	All figures in £ millions										All figures in £ millions

Re-pricing profile of borrowings		476		629			1,258			2,363		403		1,084			825			2,312
Effect of rate derivatives		1,173		(254	)		(919	)		—		1,264		(529	)		(735	)		—

Total		1,649		375			339			2,363		1,667		555			90			2,312

~~F-44~~F-46

Notes to the Consolidated Financial Statements (Continued)

The maturity of contracted cash flows onassociated with the Group’s ~~borrowings and all of its derivative~~ financial ~~instruments~~liabilities are as follows:


	2008											2010
	USD			GBP			EUR		Total			USD			GBP			Other		Total
	All figures in £ millions											All figures in £ millions

Not later than one year		311			17			—		328			571			117			160		848
Later than one year and not later than five years		884			65			—		949			767			399			32		1,198
Later than five years		954			266			—		1,220			792			—			—		792

Total		2,149			348			—		2,497			2,130			516			192		2,838

Analysed as:
Revolving credit facilities and commercial paper		141			—			—		141
Bonds		2,237			355			—		2,592			1,938			710			—		2,648
Rate derivatives — inflows		(392	)		(21	)		—		(413	)		(364	)		(297	)		—		(661	)
Rate derivatives — outflows		163			14			—		177			340			7			34		381
Trade creditors													216			96			158		470

Total		2,149			348			—		2,497			2,130			516			192		2,838


	2007											2009
	USD			GBP			EUR		Total			USD			GBP			Other		Total
	All figures in £ millions											All figures in £ millions

Not later than one year		153			(30	)		—		123			265			110			151		526
Later than one year and not later than five years		966			70			—		1,036			878			313			30		1,221
Later than five years		420			285			—		705			739			106			—		845

Total		1,539			325			—		1,864			1,882			529			181		2,592

Analysed as:
Revolving credit facilities and commercial paper		429			—			—		429
Bonds		1,017			483			—		1,500			1,692			745			—		2,437
Rate derivatives — inflows		(268	)		(160	)		—		(428	)		(386	)		(313	)		—		(699	)
Rate derivatives — outflows		361			2			—		363			353			8			32		393
Trade creditors													223			89			149		461

Total		1,539			325			—		1,864			1,882			529			181		2,592

All cash flow projections shown above are on an undiscounted basis. Any cash flows based on a floating rate are calculated using interest rates as set at the date of the last rate reset. Where this is not possible, floating rates are based on interest rates prevailing at 31 December in the relevant year. All derivative amounts are shown gross, although the ~~company~~Group net settles these amounts wherever possible.

~~Amounts~~Any amounts drawn under revolving credit facilities and commercial paper are assumed to mature at the maturity date of the relevant facility, with interest calculated as payable in each calendar year up to and including the date of maturity of the facility.

Financial counterparty risk management

Counterparty credit limits, which take published credit rating and other factors into account, are set to cover our total aggregate exposure to a single financial institution. The limits applicable to published credit ratings bands are approved by the chief financial officer within guidelines approved by the board. Exposures and limits applicable to each financial institution are reviewed on a regular basis.

~~F-45~~F-47

Notes to the Consolidated Financial Statements (Continued)

Foreign currency risk management

Although the Group is based in the UK, it has its most significant investment in overseas operations. The most significant currency for the Group is the US dollar. The Group’s policy on routine transactional conversions between currencies (for example, the collection of receivables, and the settlement of payables or interest) remains that these should be transacted at the relevant spot exchange rate. The majority of the Group’s operations are domestic within their country of operation. No unremitted profits are hedged with foreign exchange contracts, as the company judges it inappropriate to hedge non-cash flow translational exposure with cash flow instruments. However, the Group does seek to create a natural hedge of this exposure through its policy of aligning approximately the currency composition of its core net borrowings (after the impact of cross currency rate derivatives) with its forecast operating profit before depreciation and amortisation. This policy aims to ~~dampen~~soften the impact of changes in foreign exchange rates on consolidated interest cover and earnings. The policy above applies only to currencies that account for more than 15% of Group operating profit before depreciation and amortisation, which currently ~~are~~is only the US ~~dollar and sterling. However, the~~dollar. The Group still borrows small amounts in other currencies, typically for seasonal working capital needs. ~~In addition, our~~Our policy does not require existing currency debt to be terminated to match declines in that currency’s share of Group operating profit before depreciation and amortisation. ~~Following the board’s approval of a policy change in October 2008,~~In addition, currencies that account for less than 15% of Group operating profit before depreciation and amortisation ~~may now~~can be included in the above hedging process at the request of the chief financial officer. ~~At the balance sheet date, no hedging transactions had been undertaken under that authority.~~

Included within year end net debt, the net borrowings/(cash) in the ~~two principal~~hedging currencies above (taking into account the effect of cross currency swaps) were: US dollar ~~£1,777m~~£683m, sterling £179m and ~~sterling £127m.~~South African rand £9m.

Use of currency debt and currency derivatives

Financial instruments — fair value measurement

The following table provides an analysis of those financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3, based on the degree to which the fair value is observable:

Level 1 fair value measurements are those derived from unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 fair value measurements are those derived from inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

F-48

Notes to the Consolidated Financial Statements (Continued)


	2010											2009
	Level 1		Level 2			Level 3			Total			Level 1		Level 2			Level 3			Total
	All figures in £ millions

Financial assets at fair value
Derivative financial assets		—		140			—			140			—		112			—			112
Marketable securities		—		12			—			12			—		63			—			63
Available for sale financial assets
Investments in unlisted securities		—		—			58			58			—		—			62			62
Financial liabilities at fair value
Derivative financial liabilities		—		(6	)		—			(6	)		—		(9	)		—			(9	)
Other financial liabilities — put option over non-controlling interest		—		—			(25	)		(25	)		—		—			(23	)		(23	)

Total		—		146			33			179			—		166			39			205

The following table analyses the movements in level 3 fair value measurements:


	2010
	Investments in			Other financial
	unlisted securities			liabilities
	All figures in £ millions

At beginning of year		62			(23	)
Exchange differences		1			—
Additions		7			(2	)
Disposals		(12	)		—

At end of year		58			(25	)

The fair value of the investments in unlisted securities is determined by reference to the financial performance of the underlying asset and amounts realised on the sale of similar assets. The fair value of other financial liabilities represents the present value of the estimated future liability.

F-49

Notes to the Consolidated Financial Statements (Continued)

Financial instruments — sensitivity analysis

As at 31 December ~~2008~~2010 the sensitivity of the carrying value of the Group’s financial instruments to fluctuations in

interest rates and exchange rates is as follows:


				Impact of 1%			Impact of 1%			Impact of 10%			Impact of 10%						Impact of 1%			Impact of 1%			Impact of 10%			Impact of 10%
	Carrying			increase in			decrease in			strengthening in			weakening in			Carrying			increase in			decrease in			strengthening in			weakening in
	value			interest rates			interest rates			sterling			sterling			value			interest rates			interest rates			sterling			sterling
	All figures in £ millions																		All figures in £ millions

Investments in unlisted securities		63			—			—			(2	)		3			58			—			—			(2	)		3
Cash and cash equivalents		685			—			—			(41	)		50			1,736			—			—			(140	)		171
Marketable securities		54			—			—			(5	)		6			12			—			—			—			—
Derivative financial instruments		164			(80	)		88			(15	)		18			134			(62	)		67			11			(14	)
Bonds		(2,128	)		77			(84	)		155			(189	)		(2,226	)		59			(64	)		142			(174	)
Other borrowings		(235	)		—			—			19			(24	)		(86	)		—			—			8			(9	)
Put option over non-controlling interest																	(25	)		—			—			2			(3	)
Other net financial assets		580			—			—			(46	)		57			556			—			—			(42	)		51

Total financial instruments		(817	)		(3	)		4			65			(79	)		159			(3	)		3			(21	)		25

The table shows the sensitivities of the fair values of each class of financial instruments to an isolated change in either interest rates or foreign exchange rates. The class ‘Other net financial assets’ comprises trade assets less trade liabilities.

~~F-46~~

~~Notes to the Consolidated Financial Statements (Continued)~~

The sensitivities of derivative instruments are calculated using established estimation techniques such as discounted cash flow and option valuation models. Where modelling an interest rate decrease of 1% led to negative interest rates, these points on the yield curve were adjusted to 0%. A large proportion of the movements shown above would impact equity rather than the income statement, depending on the location and functional currency of the entity in which they arise and the availability of net investment hedge treatment. The changes in valuations are estimates of the impact of changes in market variables and are not a prediction of future events or anticipated gains or losses.

F-50

Notes to the Consolidated Financial Statements (Continued)


20.	Intangible assets — Pre-publication


	2008			2007			2010			2009
	All figures in £ millions						All figures in £ millions

Cost
At beginning of year		1,264			1,152			1,727			1,800
Exchange differences		494			(7	)		52			(160	)
Additions		297			230			319			322
Disposals		(345	)		(125	)		(248	)		(230	)
Acquisition through business combination		78			19			13			(1	)
Transfer from software		12			—
Transfer to non-current assets held for sale		—			(5	)
Transfer to inventories								—			(4	)

At end of year		1,800			1,264			1,863			1,727

Amortisation
At beginning of year		(814	)		(750	)		(1,077	)		(1,105	)
Exchange differences		(337	)		1			(33	)		102
Charge for the year		(244	)		(192	)		(350	)		(307	)
Disposals		345			125			248			230
Acquisition through business combination		(51	)		(1	)		(4	)		3
Transfer from software		(4	)		—
Transfer to non-current assets held for sale		—			3

At end of year		(1,105	)		(814	)		(1,216	)		(1,077	)

Carrying amounts
At end of year		695			450			647			650

Included in the above are pre-publication assets amounting to ~~£462m (2007: £292m)~~£399m (2009: £398m) which will be realised in more than ~~12 months.~~one year.

Amortisation is included in the income statement in cost of goods sold. ~~There was no amortisation relating to discontinued operations in 2008 and 2007.~~

~~F-47~~

~~Notes to the Consolidated Financial Statements (Continued)~~21. Inventories


~~21.~~	~~Inventories~~


	2008		2007		2010		2009
	All figures in £ millions				All figures in £ millions

Raw materials		31		24		34		32
Work in progress		29		30		19		23
Finished goods		441		314		376		390

		501		368		429		445

The cost of inventories relating to continuing operations recognised as an expense and included in the income statement in cost of goods sold amounted to ~~£832m (2007: £732m)~~£836m (2009: £843m). In ~~2008 £56m (2007: £47m)~~2010 £87m (2009: £75m) of inventory provisions was charged in the income statement. None of the inventory is pledged as security.

F-51

Notes to the Consolidated Financial Statements (Continued)


22.	Trade and other receivables


	2008		2007		2010		2009
	All figures in £ millions				All figures in £ millions

Current
Trade receivables		1,030		750		1,028		989
Royalty advances		111		84		111		99
Prepayments and accrued income		62		48		77		75
Other receivables		135		59		121		121
Receivables from related parties		4		5

		1,342		946		1,337		1,284

Non-current
Trade receivables						3		—
Royalty advances		102		68		89		86
Prepayments and accrued income		3		4		28		24
Other receivables		47		57		9		2

		152		129		129		112

Trade receivables are stated at fair value, net of provisions for bad and doubtful debts and anticipated future sales returns.

The movements on the provision for bad and doubtful debts are as follows:


	2008			2007			2010			2009
	All figures in £ millions						All figures in £ millions

At beginning of year		(52	)		(46	)		(76	)		(72	)
Exchange differences		(18	)		(1	)		(2	)		5
Income statement movements		(27	)		(19	)		(33	)		(26	)
Utilised		27			15			26			20
Acquisition through business combination		(2	)		(3	)		(3	)		(3	)
Disposal through business disposal		—			2			5			—

At end of year		(72	)		(52	)		(83	)		(76	)

Concentrations of credit risk with respect to trade receivables are limited due to the Group’s large number of customers, who are internationally dispersed.

~~F-48~~F-52

Notes to the Consolidated Financial Statements (Continued)

The ageing of the Group’s trade receivables is as follows:


	2008			2007			2010			2009
	All figures in £ millions						All figures in £ millions

Within due date		1,110			819			1,180			1,096
Up to three months past due date		248			171			234			228
Three to six months past due date		60			51			39			51
Six to nine months past due date		21			12			6			20
Nine to 12 months past due date		15			19			13			4
More than 12 months past due date		20			19			21			20

Total trade receivables		1,474			1,091			1,493			1,419

Less: provision for bad and doubtful debts		(72	)		(52	)		(83	)		(76	)
Less: provision for sales returns		(372	)		(281	)		(379	)		(354	)
Transfer to non-current assets held for sale		—			(8	)

Net trade receivables		1,030			750			1,031			989

The Group reviews its bad debt provision at least twice a year following a detailed review of receivable balances and historic payment profiles. Management believe all the remaining receivable balances are fully recoverable.


23.	Provisions for other liabilities and charges


	Deferred												Deferred
	consideration			Leases			Other			Total			consideration			Leases		Other			Total
	All figures in £ millions												All figures in £ millions

At 1 January 2008		37			9			21			67
At 1 January 2010														38			9		21			68
Exchange differences		5			2			9			16			1			1		—			2
Charged to income statement		2			—			7			9			2			—		5			7
Released to income statement		—			(1	)		(5	)		(6	)
Deferred consideration on acquisition — current year														8			—		—			8
Deferred consideration on acquisition — prior year adjustments														(10	)		—		—			(10	)
Acquisition through business combination — current year		3			—			16			19			10			—		—			10
Acquisition through business combination — prior year adjustments		(4	)		—			7			3
Utilised		—			(2	)		(17	)		(19	)		(20	)		—		(5	)		(25	)

At 31 December 2008		43			8			38			89
At 31 December 2010														29			10		21			60


	2008		2007		2010		2009
	All figures in £ millions				All figures in £ millions

Analysis of provisions
Non-current		33		44		42		50
Current		56		23		18		18

		89		67		60		68

Deferred consideration primarily relates to the acquisition of ~~Mergermarket in 2006. These amounts are payable~~Fronter in 2009.

Lease commitments relate primarily to onerous lease contracts, acquired through business combinations, which have various expiry dates up to 2017. The provision is based on current occupancy estimates.

~~F-49~~F-53

Notes to the Consolidated Financial Statements (Continued)


24.	Trade and other liabilities


	2008		2007		2010		2009
	All figures in £ millions				All figures in £ millions

Trade payables		450		342		470		461
Social security and other taxes		35		23		22		30
Accruals		501		402		559		504
Deferred income		444		290		559		487
Interest payable		10		—		12		10
Dividends payable to minority interest		5		12
Put option over non-controlling interest						25		23
Other liabilities		205		171		204		205

		1,650		1,240		1,851		1,720

Less: non-current portion
Accruals		42		30		26		23
Deferred income		87		58		120		116
Interest payable		1		—
Put option over non-controlling interest						25		23
Other liabilities		91		102		75		91
		221		190		246		253

Current portion		1,429		1,050		1,605		1,467

The carrying value of the Group’s ~~payables~~trade and other liabilities approximates its fair value.

The deferred income ~~balances comprise:~~balance comprises principally: multi-year obligations to deliver workbooks to adoption customers in school businesses; advance payments in assessment and testing businesses; subscription income in school and newspaper businesses; and obligations to deliver digital content in future periods.


	•	~~multi-year obligations to deliver workbooks to adoption customers in school businesses;~~

	•	~~advance payments in assessment and testing businesses;~~

	•	~~subscription income in school, newspaper and market pricing businesses;~~

	•	~~advertising income relating to future publishing days in newspaper businesses; and~~

	•	~~obligations to deliver digital content in future periods.~~

The put option over non-controlling interest is the fair value of an option held by the non-controlling interest in the Group’s South African business. The option enables the non-controlling interest to sell their 15% share of Pearson South Africa to Pearson from 1 January 2012 at a price determined by the future performance of that business.


25.	Retirement benefit and other post-retirement obligations

Background

The Group operates a number of defined benefit and defined contribution retirement plans throughout the world. For the defined benefit plans, benefits are based on employees’ length of service and final pensionable pay. Defined contribution benefits are based on the amount of contributions paid in respect of an individual member, the investment returns earned and the amount of pension this money will buy when a member retires.

The largest plan is the Pearson Group Pension Plan (‘UK Group plan’) with both defined benefit and defined contribution sections. From 1 November 2006, all sections of the UK Group plan were closed to new members with the exception of a defined contribution section that was opened in 2003. This section is available to all new employees of participating companies. The other major defined benefit plans are based in the US.

Other defined contribution plans are operated principally overseas with the largest plan being in the US. The specific features of these plans vary in accordance with the regulations of the country in which employees are located.

~~F-50~~

~~Notes to the Consolidated Financial Statements (Continued)~~

Pearson also has several post-retirement medical benefit plans (PRMBs), principally in the US. PRMBs are unfunded but are accounted for and valued similarly to defined benefit pension plans.

F-54

Notes to the Consolidated Financial Statements (Continued)

Assumptions

The principal assumptions used for the UK Group plan and the US PRMB are shown below. Weighted average assumptions have been shown for the other plans, which primarily relate to US pension plans.


	2008						2007						2006						2010						2009						2008
	UK Group		Other				UK Group		Other				UK Group		Other				UK Group		Other				UK Group		Other				UK Group		Other
	plan		plans		PRMB		plan		plans		PRMB		plan		plans		PRMB		plan		plans		PRMB		plan		plans		PRMB		plan		plans		PRMB

%
Inflation		2.80		2.80		2.80		3.30		2.93		3.00		3.00		2.91		3.00		3.50		2.50		2.50		3.50		2.50		2.50		2.80		2.80		2.80
Rate used to discount plan liabilities		6.40		6.25		6.25		5.80		6.01		6.05		5.20		5.70		5.85		5.50		5.10		5.10		5.70		5.30		5.50		6.40		6.30		6.30
Expected return on assets		6.33		7.60		—		6.50		7.27		—		6.40		7.18		—		6.00		6.60		—		6.00		6.80		—		6.30		7.60		—
Expected rate of increase in salaries		4.30		4.50		—		5.00		4.36		—		4.70		4.37		—		4.70		4.00		—		5.00		4.00		—		4.30		4.50		—
Expected rate of increase for pensions in payment and deferred pensions		2.30 to 4.20		—		—		2.50 to 4.30		—		—		2.10 to 4.60		—		—		2.60 to 4.40		—		—		2.60 to 4.40		—		—		2.30 to 4.20		—		—
Initial rate of increase in healthcare rate		—		—		9.00		—		—		9.50		—		—		10.00		—		—		8.00		—		—		8.50		—		—		9.00
Ultimate rate of increase in healthcare rate		—		—		5.00		—		—		5.00		—		—		5.00		—		—		5.00		—		—		5.00		—		—		5.00

The UK discount rate is based on the annualised yield on the iBoxx over15-year AA-rated corporate bond index, adjusted to reflect the duration of ~~our~~ liabilities. The US discount rate is set by reference to a US bond portfolio matching model. The expected return on assets is based on market expectations of long-term asset returns for the defined portfolio at the end of the year.

The inflation rate of 3.5% reflects the RPI rate. In line with changes to legislation certain benefits have been calculated with reference to CPI as the inflationary measure and in these instances a rate of 2.8% has been used. The change from RPI to CPI for deferred revaluation and Post 88 GMP pension increases in payment has been included in these results, resulting in a gain of £23m, taken as an actuarial gain on the obligation.

The expected rates of return on categories of plan assets are determined by reference to relevant indices. The overall expected rate of return is calculated by weighting the individual rates in accordance with the anticipated balance in the plan’s investment ~~portfolio.~~portfolio, plus a diversification premium.

The expected rate of increase in salaries has been set at 4.7% for 2010 with a short-term assumption of 3.3% for two years.

In 2008 the UK mortality assumptions ~~have been~~were derived by adjusting standard mortality tables (PMFA 92 tables projected forward with medium cohort improvement factors). ~~The~~In 2009 the Group changed its mortality assumptions in the ~~UK in 2007~~UK. The mortality base table assumptions have been derived from the SAPS ‘all pensioners’ tables for males and the SAPS ‘normal health pensioners’ tables for females, adjusted to reflect ~~an assumed increased life expectancy~~the observed experience of ~~pensioners by adding~~the plan,

F-55

Notes to the Consolidated Financial Statements (Continued)

with medium cohort improvement factors. In 2008 a 1% improvement floor toon the medium cohort ~~projections.~~was applied. In 2009 this was changed to 1.5% for males and 1.25% for females, with tapering.

For the US plans, the assumptions used were based on standard US mortality tables. In ~~2007~~2008 a switch from GAM94 ~~was used, and in 2008 this was updated~~ to RP2000 was made, to reflect the mortality assumption now more prevalent in the ~~US.~~US, and in 2010 a 10 year projection was added.

Using the above tables, the remaining average life expectancy in years of a pensioner retiring at age 65 on the balance sheet date for the UK and US Group plans is as follows:


	UK				US				UK				US
	2008		2007		2008		2007		2010		2009		2010		2009

Male		21.5		21.3		17.6		17.9		22.8		22.7		18.4		17.6
Female		21.8		21.6		20.2		21.3		23.6		23.5		20.6		20.2

The remaining average life expectancy in years of a pensioner retiring at age 65, 20 years after the balance sheet date, for the UK and US Group plans is as follows:


	UK				US				UK				US
	2008		2007		2008		2007		2010		2009		2010		2009

Male		23.3		23.1		17.6		17.9		25.4		25.3		18.4		17.6
Female		23.8		23.6		20.2		21.3		25.7		25.6		20.6		20.2

~~F-51~~

~~Notes to the Consolidated Financial Statements (Continued)~~

Financial statement information

The amounts recognised in the income statement are as follows:


	2008																2010
				Defined																Defined
	UK Group			benefit						Defined							UK Group			benefit						Defined
	plan			other			Sub-total			contribution		PRMB		Total			plan			other			Sub-total			contribution		PRMB		Total
	All figures in £ millions																All figures in £ millions

Current service cost		33			3			36			41		1		78			21			2			23			68		2		93
Past service cost		—			1			1			—		5		6
Curtailments																		(5	)		—			(5	)		—		—		(5	)

Total operating expense		33			4			37			41		6		84			16			2			18			68		2		88

Expected return on plan assets		(104	)		(7	)		(111	)		—		—		(111	)		(93	)		(7	)		(100	)		—		—		(100	)
Interest on plan liabilities		93			7			100			—		3		103			100			9			109			—		3		112
Net finance (income)/expense		(11	)		—			(11	)		—		3		(8	)
Net finance expense																		7			2			9			—		3		12

Net income statement charge		22			4			26			41		9		76			23			4			27			68		5		100

Actual (loss)/return on plan assets		(130	)		(27	)		(157	)		—		—		(157	)
Actual return on plan assets																		177			13			190			—		—		190

2007
Defined

UK Group
benefit
Defined

plan other Sub-total contribution PRMB Total
All figures in £ millions

Current service cost 29 2 31 39 1 71

Total operating expense
29 2 31 39 1 71

Expected return on plan assets (96 ) (7 ) (103 ) — — (103 )
Interest on plan liabilities 84 7 91 — 2 93
Net finance (income)/expense
(12 ) — (12 ) — 2 (10 )

Net income statement charge
17 2 19 39 3 61

Actual (loss)/return on plan assets
128 4 132 — — 132

F-56

Notes to the Consolidated Financial Statements (Continued)


	2009
				Defined
	UK Group			benefit						Defined
	plan			other			Sub-total			contribution		PRMB		Total
	All figures in £ millions

Current service cost		14			3			17			62		2		81
Past service cost		—			1			1			—		—		1

Total operating expense		14			4			18			62		2		82

Expected return on plan assets		(83	)		(5	)		(88	)		—		—		(88	)
Interest on plan liabilities		89			8			97			—		3		100
Net finance expense		6			3			9			—		3		12

Net income statement charge		20			7			27			62		5		94

Actual return on plan assets		136			8			144			—		—		144


	2006																	2008
				Defined																	Defined
	UK Group			benefit						Defined								UK Group			benefit						Defined
	plan			other			Sub-total			contribution		PRMB			Total			plan			other			Sub-total			contribution		PRMB		Total
	All figures in £ millions																	All figures in £ millions

Current service cost		27			2			29			36		1			66			33			3			36			41		1		78
Past service cost		—			—			—			—		(2	)		(2	)		—			1			1			—		5		6

Total operating expense		27			2			29			36		(1	)		64			33			4			37			41		6		84

Expected return on plan assets		(85	)		(7	)		(92	)		—		—			(92	)		(104	)		(7	)		(111	)		—		—		(111	)
Interest on plan liabilities		78			7			85			—		3			88			93			7			100			—		3		103
Net finance (income)/expense		(7	)		—			(7	)		—		3			(4	)		(11	)		—			(11	)		—		3		(8	)

Net income statement charge		20			2			22			36		2			60			22			4			26			41		9		76

Actual (loss)/return on plan assets		153			13			166			—		—			166
Actual loss on plan assets																			(130	)		(27	)		(157	)		—		—		(157	)

~~The total operating~~Included within the 2010 results are discontinued operations of £5m relating to the curtailment credit, a £1m charge ~~is included in administrative~~relating to defined benefit schemes and ~~other expenses. The~~a £2m charge relating to defined contribution schemes (2009: £2m charge relating to defined benefit schemes and £2m charge relating to defined contribution schemes; 2008: £2m charge relating to defined benefit schemes and £2m charge relating to defined contribution schemes).

In 2008 the UK Group plan current service cost ~~includes~~included £14m ~~(2007: £10m)~~ relating to defined contribution sections. In 2009 and 2010 the defined contribution section of the UK Group plan is recorded within the defined contribution expense.

~~F-52~~F-57

Notes to the Consolidated Financial Statements (Continued)

The amounts recognised in the balance sheet are as follows:


	2008												2007												2010												2009
				Other			Other									Other			Other									Other			Other									Other			Other
	UK Group			funded			unfunded						UK Group			funded			unfunded						UK Group			funded			unfunded						UK Group			funded			unfunded
	plan			plans			plans			Total			plan			plans			plans			Total			plan			plans			plans			Total			plan			plans			plans			Total
	All figures in £ millions																								All figures in £ millions

Fair value of plan assets		1,478			100			—			1,578			1,744			109			—			1,853			1,847			135			—			1,982			1,609			118			—			1,727
Present value of defined benefit obligation		(1,429	)		(149	)		(16	)		(1,594	)		(1,682	)		(117	)		(12	)		(1,811	)		(1,852	)		(158	)		(20	)		(2,030	)		(1,798	)		(151	)		(18	)		(1,967	)

Net pension (liability)/asset		49			(49	)		(16	)		(16	)		62			(8	)		(12	)		42
Net pension liability																										(5	)		(23	)		(20	)		(48	)		(189	)		(33	)		(18	)		(240	)

Other post-retirement medical benefit obligation											(68	)											(47	)											(72	)											(65	)
Other pension accruals											(34	)											(28	)											(28	)											(34	)

Net retirement benefit obligations											(118	)											(33	)											(148	)											(339	)

Analysed as:
Retirement benefit assets											49												62												—												—

Retirement benefit obligations											(167	)											(95	)											(148	)											(339	)

The following gains/(losses)~~/gains~~ have been recognised in ~~the statement of recognised income and expense:~~other comprehensive income:


	2008			2007		2006		2010			2009			2008
	All figures in £ millions							All figures in £ millions

Amounts recognised for defined benefit plans		(74	)		79		102		75			(295	)		(74	)
Amounts recognised for post-retirement medical benefit plans		3			1		5		(5	)		(4	)		3

Total recognised in year		(71	)		80		107		70			(299	)		(71	)

Cumulative amounts recognised		53			124		44		(176	)		(246	)		53

The fair value of plan assets comprises the following:


	2008						2007						2010						2009
			Other						Other						Other						Other
	UK Group		funded				UK Group		funded				UK Group		funded				UK Group		funded
	plan		plans		Total		plan		plans		Total		plan		plans		Total		plan		plans		Total
	%												%

Equities		28.0		3.1		31.1		34.3		3.4		37.7		27.0		3.3		30.3		27.4		2.4		29.8
Bonds		40.8		2.2		43.0		34.9		2.0		36.9		49.3		2.7		52.0		47.2		2.1		49.3
Properties		7.4		0.1		7.5		7.7		—		7.7		11.2		0.1		11.3		9.4		0.0		9.4
Other		17.5		0.9		18.4		17.2		0.5		17.7		5.6		0.8		6.4		10.4		1.1		11.5

The plan assets do not include any of the Group’s own financial instruments, or any property occupied by the Group.

~~F-53~~F-58

Notes to the Consolidated Financial Statements (Continued)

Changes in the values of plan assets and liabilities of the retirement benefit plans are as follows:


	2008									2007									2010									2009
	UK Group			Other						UK Group			Other						UK Group			Other						UK Group			Other
	plan			plans			Total			plan			plans			Total			plan			plans			Total			plan			plans			Total
	All figures in £ millions																		All figures in £ millions

Fair value of plan assets
Opening fair value of plan assets		1,744			109			1,853			1,528			105			1,633			1,609			118			1,727			1,478			100			1,578
Exchange differences		—			23			23			—			1			1			—			4			4			—			(6	)		(6	)
Expected return on plan assets		104			7			111			96			7			103			93			7			100			83			5			88
Actuarial gains and (losses)		(234	)		(34	)		(268	)		32			(3	)		29
Actuarial gains																				84			6			90			53			3			56
Contributions by employer		54			3			57			152			5			157			132			13			145			64			26			90
Contributions by employee		9			—			9			8			—			8			3			—			3			3			—			3
Benefits paid		(72	)		(8	)		(80	)		(72	)		(6	)		(78	)		(74	)		(13	)		(87	)		(72	)		(10	)		(82	)
Other movements		(127	)		—			(127	)		—			—			—

Closing fair value of plan assets		1,478			100			1,578			1,744			109			1,853			1,847			135			1,982			1,609			118			1,727

Present value of defined benefit obligation
Opening defined benefit obligation		(1,682	)		(129	)		(1,811	)		(1,683	)		(127	)		(1,810	)		(1,798	)		(169	)		(1,967	)		(1,429	)		(165	)		(1,594	)
Exchange differences		—			(38	)		(38	)		—			1			1			—			(5	)		(5	)		—			14			14
Current service cost		(33	)		(3	)		(36	)		(29	)		(2	)		(31	)		(21	)		(2	)		(23	)		(14	)		(3	)		(17	)
Past service cost		—			(1	)		(1	)		—			—			—			—			—			—			—			(1	)		(1	)
Curtailment																				5			—			5			—			—			—
Interest cost		(93	)		(7	)		(100	)		(84	)		(7	)		(91	)		(100	)		(9	)		(109	)		(89	)		(8	)		(97	)
Actuarial gains and (losses)		189			5			194			50			—			50
Actuarial losses																				(9	)		(6	)		(15	)		(335	)		(16	)		(351	)
Contributions by employee		(9	)		—			(9	)		(8	)		—			(8	)		(3	)		—			(3	)		(3	)		—			(3	)
Benefits paid		72			8			80			72			6			78			74			13			87			72			10			82
Other movements		127			—			127			—			—			—

Closing defined benefit obligation		(1,429	)		(165	)		(1,594	)		(1,682	)		(129	)		(1,811	)		(1,852	)		(178	)		(2,030	)		(1,798	)		(169	)		(1,967	)

During 2008 changes made to the administration of the plan assets has enabled assets relating to the defined contribution sections of the UK Group plan to be identified separately from those of the defined benefit section, for accounting purposes. Defined contribution assets will no longer be disclosed as part of the UK Group plan assets. The other movements in both the change in value of plan assets and liabilities over the year represent the separation out of these defined contribution assets.

Changes in the value of the US PRMB are as follows:


	2008			2007			2010			2009
	All figures in £ millions						All figures in £ millions

Opening defined benefit obligation		(47	)		(48	)		(65	)		(68	)
Exchange differences		(19	)		—			(2	)		8
Current service cost		(1	)		(1	)		(2	)		(2	)
Past service cost		(5	)		—
Interest cost		(3	)		(2	)		(3	)		(3	)
Actuarial gains and (losses)		3			1
Actuarial losses								(5	)		(4	)
Benefits paid		4			3			5			4

Closing defined benefit obligation		(68	)		(47	)		(72	)		(65	)

~~F-54~~F-59

Notes to the Consolidated Financial Statements (Continued)

The history of the defined benefit plans is as follows:


	2008			2007			2006			2005			2004			2010			2009			2008			2007			2006
	All figures in £ millions															All figures in £ millions

Fair value of plan assets		1,578			1,853			1,633			1,500			1,280			1,982			1,727			1,578			1,853			1,633
Present value of defined benefit obligation		(1,594	)		(1,811	)		(1,810	)		(1,803	)		(1,615	)		(2,030	)		(1,967	)		(1,594	)		(1,811	)		(1,810	)

Net pension asset/(liability)		(16	)		42			(177	)		(303	)		(335	)
Net pension (liability)/asset																	(48	)		(240	)		(16	)		42			(177	)

Experience adjustments on plan assets		(268	)		29			74			140			67			90			56			(268	)		29			74
Experience adjustments on plan liabilities		194			50			28			(119	)		(127	)		(15	)		(351	)		194			50			28

Funding

The UK Group plan is self-administered with the plan’s assets being held independently of the Group. The trustees of the plan are required to act in the best interest of the plan’s beneficiaries. The most ~~recently completed~~recent triennial actuarial valuation for funding purposes was completed as at 1 January ~~2006~~2009 and this valuation revealed a funding shortfall. The Group has agreed that the funding shortfall will be eliminated by 31 December ~~2014.~~2020. In ~~2008~~2010 the Group contributed ~~£21m (2007: £121m including a special contribution of £100m)~~£41m (2009: £42m) towards the funding shortfall and has agreed to contribute ~~£21.9m~~a similar amount per annum ~~thereafter~~until 2020 in excess of anregular contributions. Regular contributions to the plan are estimated ~~£30m~~to be £22m for 2011.

Under UK law (section 75 debt) a company that participates in a multi-employer defined benefit plan is liable, on withdrawal from that pension plan, for its share of ~~regular contributions.~~the total deficit in the plan calculated on a ‘solvency’ or ‘buy out’ basis. The Interactive Data sale and the termination of Interactive Data Corporation (Europe) Ltd’s participation in the UK Group plan triggered this ‘section 75’ liability. £68m was contributed to the plan in respect of this liability.

The Group expects to contribute ~~$92m~~$94m in ~~2009~~2011 and ~~$86m~~$97m in ~~2010~~2012 to its US pension plans.

Sensitivities

The net retirement benefit obligations are calculated using a number of assumptions, the most significant being the discount rate used to calculate the defined benefit obligation. The effect of a one percentage point increase and decrease in the discount rate on the defined benefit obligation and the total pension expense is as follows:


	2008					2010
	1% increase			1% decrease		1% increase			1% decrease
	All figures in £ millions					All figures in £ millions

Effect on:
(Decrease)/increase in defined benefit obligation — UK Group plan		(180.1	)		209.6		(262.0	)		324.0
(Decrease)/increase of aggregate of service cost and interest cost — UK Group plan		(2.2	)		1.1		(13.7	)		16.3
(Decrease)/increase in defined benefit obligation — US plan		(12.2	)		14.5		(2.5	)		1.3

The effect of members living one year more or one year less on the defined benefit obligation is as follows:


	2010
	1 year increase		1 year decrease
	All figures in £ millions

Effect on:
lncrease/(decrease) in defined benefit obligation — UK Group plan		52.7		(50.5	)
lncrease/(decrease) in defined benefit obligation — US plan		1.6		(1.7	)

F-60

Notes to the Consolidated Financial Statements (Continued)

The effect of a one percentage point increase and decrease in the assumed medical cost trend rates is as follows:

2008
1% increase 1% decrease
All figures in £ millions

Effect on:

Increase/(decrease) in post-retirement medical benefit obligation 3.3 (2.9 )
Increase/(decrease) of aggregate of service cost and interest cost 0.2 (0.1 )


	2010
	1% increase		1% decrease
	All figures in £ millions

Effect on:
lncrease/(decrease) in post-retirement medical benefit obligation		3.1		(2.8	)
lncrease/(decrease) of aggregate of service cost and interest cost		0.1		(0.1	)

~~F-55~~

~~Notes to the Consolidated Financial Statements (Continued)~~


26.	Share-based payments

The Group recognised the following charges in the income statement in respect of its equity-settled share-based payment plans:

2008 2007 2006
All figures in £ millions

Pearson plans 25 23 18
Interactive Data plans 8 7 7

Total share-based payment costs
33 30 25


	2010		2009		2008
	All figures in £ millions

Pearson plans		35		27		25

Share-based payments included in discontinued operations amounted to £4m (2009: £10m; 2008: £8m).

The Group operates the following equity-settled employee option and share plans:

Worldwide Save for Shares Plan—Since 1994, the Group has operated a Save-As-You-Earn plan for UK employees. In 1998, the Group introduced a Worldwide Save for Shares Plan. Under these plans, employees can save a portion of their monthly salary over periods of three, five or seven years. At the end of this period, the employee has the option to purchase ordinary shares with the accumulated funds at a purchase price equal to 80% of the market price prevailing at the time of the commencement of the employee’s participation in the plan. Options that are not exercised within six months of the end of the savings period lapse unconditionally.

Employee Stock Purchase Plan—In 2000, the Group established an Employee Stock Purchase Plan which allows all employees in the US to save a portion of their monthly salary over six month periods. At the end of the period, the employee has the option to purchase ADRs with their accumulated funds at a purchase price equal to 85% of the lower of the market price prevailing at the beginning or end of the period.

Long-Term Incentive Plan—This plan was introduced in 2001 and renewed in 2006 and consists of two parts: share optionsand/or restricted shares.

Options were last granted under this plan in 2001 based on a pre-grant earnings per share growth test and are not subject to further performance conditions on exercise. The options became exercisable in tranches and lapse if they remain unexercised at the tenth anniversary of the date of grant.

The vesting of restricted shares is normally dependent on continuing service over a three to five-year period, and in the case of senior management upon the satisfaction of corporate performance targets over a ~~three year~~three-year period. These targets may be based on marketand/or non-market performance criteria. Restricted shares awarded to senior management in ~~July 2007,~~ March ~~2008~~2009 and ~~July 2008,~~March 2010 vest dependent on relative total shareholder return, return on invested capital and earnings per share growth. The award was split equally across all three measures. Other restricted shares awarded in ~~2007~~2009 and ~~2008~~2010 vest depending on continuing service over a three-year period.

Annual Bonus Share Matching Plan—This plan permits executive directors and senior executives around the Group to invest up to 50% of any after tax annual bonus in Pearson shares. If these shares are held and the Group meets an earnings per share growth target, the company will match them on a gross basis i.e. the maximum number of upmatching shares is equal to ~~one share for every one held.~~the number of shares that could have been acquired with the amount of the pre-tax annual bonus taken in invested shares.

F-61

Notes to the Consolidated Financial Statements (Continued)

In addition to the above, share options remain outstanding under Executive Share Option, Reward and Special Share Option Plans. These are legacy plans which were replaced with the introduction of the Long-Term Incentive Plan in 2001.

~~F-56~~

~~Notes to the Consolidated Financial Statements (Continued)~~

The number and weighted average exercise prices of share options granted under the Group’s plans are as follows:


	2008					2007					2010					2009
				Weighted					Weighted					Weighted					Weighted
	Number of			average		Number of			average		Number of			average		Number of			average
	share			exercise		share			exercise		share			exercise		share			exercise
	options			price		options			price		options			price		options			price
	000s			£		000s			£		000s			£		000s			£

Outstanding at beginning of year		16,781			13.15		18,861			13.36		12,487			12.78		14,379			13.14
Granted during the year		1,437			5.35		773			6.90		628			8.06		1,320			5.47
Exercised during the year		(683	)		4.85		(1,326	)		5.80		(1,154	)		7.12		(656	)		5.91
Forfeited during the year		(3,082	)		11.56		(1,434	)		19.63		(457	)		9.08		(2,488	)		13.02
Expired during the year		(74	)		6.06		(93	)		7.68		(2,626	)		23.47		(68	)		5.20

Outstanding at end of year		14,379			13.14		16,781			13.15		8,878			10.20		12,487			12.78

Options exercisable at end of year		11,527			14.97		13,999			14.63		5,825			12.40		9,264			15.28

Options were exercised regularly throughout the year. The weighted average share price during the year was ~~£6.44 (2007: £8.02)~~£9.63 (2009: £7.15). Early exercises arising from redundancy, retirement or death are treated as an acceleration of vesting and the Group therefore recognises in the income statement the amount that otherwise would have been recognised for services received over the remainder of the original vesting period.

The options outstanding at the end of the year have weighted average remaining contractual lives and exercise prices as follows:


	2008				2007				2010				2009
			Weighted				Weighted				Weighted				Weighted
	Number of		average		Number of		average		Number		average		Number		average
	share		contractual		share		contractual		of share		contractual		of share		contractual
Range of exercise prices	options		life		options		life		options		life		options		life
£	000s		Years		000s		Years		000s		Years		000s		Years

0 — 5		453		1.23		930		1.56		38		0.65		172		1.07
5 — 10		5,113		2.84		4,909		3.22		4,757		1.86		5,523		2.37
10 — 15		5,481		1.97		7,257		2.62		4,083		0.36		4,225		1.36
15 — 20		908		0.84		980		1.85		—		—		270		0.75
20 — 25		350		1.19		400		2.19		—		—		344		0.19
>25		2,074		1.19		2,305		2.19		—		—		1,953		0.19

		14,379		2.05		16,781		2.62		8,878		1.17		12,487		1.57

In ~~2008~~2010 and ~~2007~~2009 options were granted under the Worldwide Save for Shares Plan. The weighted average estimated fair value for the options granted was calculated using a Black-Scholes option pricing model.

~~F-57~~F-62

Notes to the Consolidated Financial Statements (Continued)

The weighted average estimated fair values and the inputs into the Black-Scholes model are as follows:


	2008			2007			2010			2009
	Weighted			Weighted			Weighted			Weighted
	average			average			average			average

Fair value		£1.67			£2.53			£2.14			£1.69
Weighted average share price		£6.96			£8.91			£9.48			£7.13
Weighted average exercise price		£5.35			£6.90			£8.06			£5.47
Expected volatility		21.41	%		19.72	%		28.28	%		27.32	%
Expected life		4.1 years			4.0 years			4.0 years			4.0 years
Risk free rate		4.28	%		5.34	%		2.24	%		2.45	%
Expected dividend yield		4.54	%		3.29	%		3.75	%		4.74	%
Forfeiture rate		3.6	%		3.5	%		3.5	%		3.5	%

The expected volatility is based on the historic volatility of the company’s share price over the previous three to seven years depending on the vesting term of the options.

The following shares were granted under restricted share arrangements:


	2008				2007				2010				2009
			Weighted				Weighted				Weighted				Weighted
	Number of		average		Number of		average		Number of		average		Number of		average
	shares		fair value		shares		fair value		shares		fair value		shares		fair value
	000s		£		000s		£		000s		£		000s		£

Long-Term Incentive Plan										4,742		9.45		4,519		5.77
Annual Bonus Share Matching Plan		253		6.73		143		7.67		266		10.25		271		6.70
Long-Term Incentive Plan		4,152		5.78		3,377		7.12

Restricted shares granted under the Annual Bonus Share Matching Plan are valued using the share price at the date of grant. Until 31 December 2007, they were discounted by the dividend yield (2007: 3.26%) to take into account any dividends foregone. From 2008, shares granted include the entitlement to dividends during the vesting period and therefore the share price is not discounted. The fair value of shares granted under the Long-Term Incentive Plan that vest unconditionally is determined using the share price at the date of grant. Participants of the Long-Term Incentive Plan are entitled to dividends during the vesting period. The number of shares to vest has been adjusted, based on historical experience, to account for any potential forfeitures. Restricted shares granted under the Annual Bonus Share Matching Plan are valued using the share price at the date of grant. Shares granted include the entitlement to dividends during the vesting period and therefore the share price is not discounted.

Restricted shares with a market performance condition were valued by an independent actuary using a Monte Carlo model. Restricted shares with a non-market performance condition were fair valued based on the share price at the date of grant. Non-market performance conditions were considered by adjusting the number of shares expected to vest based on the most likely outcome of the relevant performance criteria.

~~Subsidiary share option plans~~

~~Interactive Data, a 62% subsidiary of the Group, operates the following share-based payment plans:~~

~~2001 Employee Stock Purchase Plan~~

~~The 2001 Employee Stock Purchase Plan allows all eligible employees worldwide to purchase stock at a discounted price at specific times.~~

~~2000 Long-Term Incentive Plan~~

Under this plan, the Compensation Committee of the Board of Directors can grant share-based awards representing up to 20% of the total number of shares of common stock outstanding at the date of grant. The plan provides for the discretionary issuance of share-based awards to directors, officers and employees of Interactive Data, as well as persons who provide consulting or other services to Interactive Data. The exercise price for all options granted to date has been equal to the market price of the underlying shares at the date of

~~F-58~~

~~Notes to the Consolidated Financial Statements (Continued)~~

~~grant. Options expire ten years from the date of grant and generally vest over a three to four-year period without any performance criteria attached.~~

In addition, grants of restricted stock can be made to certain executives and members of the Board of Directors of Interactive Data. The awarded shares are available for distribution, at no cost, at the end of a three-year vesting period. No performance criteria are attached to shares granted under this plan.

Interactive Data employees purchased 183,318 shares (2007: 186,343) under the 2001 Employee Stock Purchase Plan at an average share price of $22.95(£15.96) (2007: $17.77; £8.93). The weighted average fair value at the date of grant was $6.59 (£4.58) (2007: $4.76; £2.39).

~~The number and weighted average exercise prices of share options granted under the 2000 Long-Term Incentive Plan are as follows:~~

2008 2007
Weighted
Weighted
Weighted
Weighted

Number
average
average
Number
average
average

of share
exercise
exercise
of share
exercise
exercise

options
price
price
options
price
price

000s $ £ 000s $ £

Outstanding at beginning of year 9,827 18.21 9.15 10,506 16.33 8.34
Granted during the year 1,449 24.95 17.35 1,560 27.17 13.65
Exercised during the year (895 ) 15.37 10.69 (1,935 ) 14.88 7.48
Forfeited during the year (99 ) 22.05 15.34 (293 ) 20.38 10.24
Expired during the year (18 ) 12.17 8.46 (11 ) 18.12 9.10

Outstanding at end of year
10,264 19.38 13.48 9,827 18.21 9.15

Options exercisable at end of year
6,865 16.89 11.75 6,199 15.27 7.67

~~The options outstanding at the end of the year have a weighted average remaining contractual life and exercise price as follows:~~

2008 2007
Weighted
Weighted

Number
average
Number
average

of share
contractual
of share
contractual

Range of exercise prices
options
life
options
life

$
000s Years 000s Years

0 — 4.4 — — — —
4.4 — 7.5 47 1.3 72 2.1
7.5 — 12 1,502 2.4 1,745 3.4
12 — 20 2,987 4.6 3,464 5.6
> 20 5,728 8.0 4,546 8.5

10,264 6.2 9,827 6.6

~~F-59~~

~~Notes to the Consolidated Financial Statements (Continued)~~

The fair value of the options granted under the Long-Term Incentive Plan and of the shares awarded under the 2001 Employee Stock Purchase Plan was estimated using a Black-Scholes option pricing model. The weighted average estimated fair values and the inputs into the Black-Scholes model are as follows:

Long-Term Incentive Plan Employee Stock Purchase Plan
2008
2007
2008
2007

Weighted
Weighted
Weighted
Weighted

average average average average

Fair value $ 5.58 $ 6.60 $ 6.59 $ 4.76
Weighted average share price $24.95 $27.17 $22.95 $17.77
Weighted average exercise price $24.95 $27.17 $22.95 $17.77
Expected volatility 24.20 % 23.40 % 33.70 % 20.50 %
Expected life 5.7 years 5.0 years 0.5 years 0.5 years
Risk free rate 1.5% to 3.5% 4.2% to 4.9% 2.0% to 2.4% 4.3% to 5.1%
Expected dividend yield 2.2 % 1.9 % 2.1 % 2.0 %
Forfeiture rate 0.0 % 0.0 % 0.0 % 0.0 %

~~The expected volatility is based on the historic volatility of Interactive Data’s share price over the vesting term of the options.~~

~~During the year Interactive Data granted the following shares under restricted share arrangements:~~

2008 2007
Weighted
Weighted
Weighted
Weighted

Number of
average
average
Number of
average
average

shares
fair value
fair value
shares
fair value
fair value

000s $ £ 000s $ £

2000 Long-Term Incentive Plan 194 25.43 17.69 185 27.07 13.60

~~Shares awarded under the 2000 Long-Term Incentive Plan were valued based on the share price prevailing at the date of grant.~~


27.	Share capital and share premium

Number
Ordinary
Share

of shares
shares
premium

000s £m £m

At 1 January 2007 806,109 202 2,487
Issue of ordinary shares — share option schemes 1,919 — 12

At 31 December 2007 808,028 202 2,499

Issue of ordinary shares — share option schemes 1,248 — 6

At 31 December 2008
809,276 202 2,505


	Number		Ordinary		Share
	of shares		shares		premium
	000s		£m		£m

At 1 January 2009		809,276		202		2,505
Issue of ordinary shares — share option schemes		1,523		1		7

At 31 December 2009		810,799		203		2,512
Issue of ordinary shares — share option schemes		1,878		—		12

At 31 December 2010		812,677		203		2,524

The ~~total authorised number of~~ ordinary shares ~~is 1,198m shares (2007: 1,194m shares) with~~have a par value of 25p per share ~~(2007:~~(2009: 25p per share). All issued shares are fully paid. All shares have the same rights.

F-63

Notes to the Consolidated Financial Statements (Continued)

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

The capital structure of the Group consists of debt (see note 18), cash and cash equivalents (see note 17) and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained ~~earnings (see notes 27, 28 and 29).~~

~~F-60~~

~~Notes to the Consolidated Financial Statements (Continued)~~earnings.

The Group reviews its capital structure on a regular basis and will balance its overall capital structure through payments of dividends, new share issues as well as the issue of new debt or the redemption of existing debt in line with the financial risk policies outlined in note 19.


28.	Treasury shares


	Pearson plc						Interactive Data				Total			Pearson plc						Interactive Data						Total
	Number						Number							Number						Number
	of shares						of shares							of shares						of shares
	000s			£m			000s		£m		£m			000s			£m			000s			£m			£m

At 1 January 2007		8,761			130			6,052		59		189
At 1 January 2009															10,448			112			9,205			110			222
Purchase of treasury shares		4,900			40			1,177		16		56			2,200			13			1,280			20			33
Release of treasury shares		(1,900	)		(29	)		—		—		(29	)		(2,983	)		(29	)		—			—			(29	)

At 31 December 2007		11,761			141			7,229		75		216
At 31 December 2009															9,665			96			10,485			130			226
Purchase of treasury shares															8,000			77			—			—			77
Release/cancellation of treasury shares															(3,656	)		(36	)		(10,485	)		(130	)		(166	)

Purchase of treasury shares		2,028			12			1,976		35		47
Release of treasury shares		(3,341	)		(41	)		—		—		(41	)
At 31 December 2010															14,009			137			—			—			137

At 31 December 2008		10,448			112			9,205		110		222

The Group holds Pearson plc shares in trust to satisfy its obligations under its restricted share plans (see note 26). These shares, representing ~~1.3% (2007: 1.5%~~1.7% (2009: 1.2%) ofcalled-up share capital, are treated as treasury shares for accounting purposes and have a par value of 25p per share.

~~Interactive Data hold their own shares in respect of share buy-back programmes. These shares are held as treasury shares and have a par value of $0.01.~~

The nominal value of Pearson plc treasury shares amounts to ~~£2.6m (2007: £2.9m). The nominal value of Interactive Data treasury shares amounts to £0.06m (2007: £0.04m)~~£3.5m (2009: £2.4m).

At 31 December ~~2008~~2010 the market value of Pearson plc treasury shares was ~~£67.0m (2007:~~£141.2m (2009: £86.1m) ~~and the market value of Interactive Data treasury shares was £157.9m (2007: £119.9m)~~.

~~F-61~~

~~Notes to the Consolidated Financial Statements (Continued)~~


29.	~~Other reserves and retained earnings~~

Total

Translation
Fair value
other
Retained

Notes reserve reserve reserves earnings
All figures in £ millions

At 1 January 2007 (592 ) — (592 ) 1,568
Net exchange differences on translation of foreign operations 25 — 25 —
Cumulative translation adjustment disposed — subsidiaries 32 53 — 53 —
Profit for the year attributable to equity holders of the company — — — 284
Dividends paid to equity holders of the company 9 — — — (238 )
Equity settled transactions 26 — — — 30
Actuarial gains on retirement benefit obligations — Group 25 — — — 80
Treasury shares released under employee share plans 28 — — — (29 )
Taxation on items charged to equity 7 — — — 29

At 31 December 2007
(514 ) — (514 ) 1,724

Net exchange differences on translation of foreign operations 1,050 — 1,050 —
Cumulative translation adjustment disposed — subsidiaries 32 49 — 49 —
Cumulative translation adjustment disposed — joint venture 1 — 1 —
Profit for the year attributable to equity holders of the company — — — 292
Dividends paid to equity holders of the company 9 — — — (257 )
Equity settled transactions 26 — — — 33
Actuarial losses on retirement benefit obligations — Group 25 — — — (71 )
Actuarial losses on retirement benefit obligations — associate — — — (3 )
Treasury shares released under employee share plans 28 — — — (41 )
Taxation on items charged to equity 7 — — — 2

At 31 December 2008
586 — 586 1,679

The translation reserve includes exchange differences arising from the translation of the net investment in foreign operations and of borrowings and other currency instruments designated as hedges of such investments. Included in the translation reserve in 2007 was a £49m loss relating to net assets classified as held for sale.


~~30.~~	Business combinations

On ~~2 January 2008~~17 June 2010 the Group acquired 100% of ~~Money-Media,~~the shares of Melorio plc, a ~~US based company offering online news and commentary for the money management industry.~~vocational training provider. On ~~30 January 2008~~19 August 2010 the Group ~~completed its acquisition of~~acquired 100% of ~~Harcourt Assessment after receiving clearance from~~ the ~~US Department~~shares of ~~Justice.~~Wall Street Institute Education S.a.r.l (WSI), a group providing spoken English training for adults. On 1 September 2010 the Group acquired 69% of the voting equity of Sistema Educacional Brasileiro’s (SEB) school learning systems division. On 7 September 2010 the Group acquired 100% of the shares of America’s Choice Inc, a provider of school improvement services.

~~F-62~~F-64

Notes to the Consolidated Financial Statements (Continued)

~~The provisional~~Provisional values for the assets and liabilities arising from these and other acquisitions completed in the year together with adjustments to prior year acquisitions are as follows:


			2008												2007					2010																			2009
			Harcourt																											America’s
			Assessment			Money-Media			Other			Total			Total					Melorio			SEB			WSI				Choice			Other			Total			Total
	Notes		Fair value			Fair value			Fair value			Fair value			Fair value			Notes		fair value			fair value			fair value				fair value			fair value			fair value			fair value
	All figures in £ millions																	All figures in £ millions

Property, plant and equipment		10		6			—			—			6			11			10		4			7			3				—			3			17			9
Intangible assets		11		174			10			36			220			197			11		89			103			32				24			37			285			142
Intangible assets — Pre-publication		20		27			—			—			27			18			20		—			3			—				—			6			9			2
Inventories				7			—			—			7			15					—			5			1				1			(5	)		2			14
Trade and other receivables				48			2			4			54			28					8			13			8				7			5			41			23
Cash and cash equivalents				5			—			11			16			—					3			5			2				12			4			26			29
Financial liabilities — Borrowings																					(13	)		—			—				—			—			(13	)		—
Net deferred income tax liabilities																			13		(24	)		—			(3	)	��		(4	)		(6	)		(37	)		(45	)
Retirement benefit obligations																					—			—			—				—			(1	)		(1	)		(1	)
Provisions for other liabilities and charges																			23		(10	)		—			—				—			—			(10	)		—
Trade and other liabilities				(40	)		(4	)		(8	)		(52	)		(38	)				(9	)		(10	)		(14	)			(5	)		1			(37	)		(91	)
Financial liabilities — Borrowings				—			—			—			—			(1	)
Current income tax liabilities				—			—			(3	)		(3	)		4					—			—			(3	)			—			—			(3	)		(4	)
Net deferred income tax liabilities		13		—			—			(4	)		(4	)		(45	)
Provisions for other liabilities and charges		23		(19	)		—			(7	)		(26	)		(2	)
Minority interest				—			—			(2	)		(2	)		—
Assets held for sale				3			—			—			3			—
Non-controlling interest																					—			(39	)		—				—			—			(39	)		(16	)

Net assets acquired at fair value				211			8			27			246			187					48			87			26				35			44			240			62

Goodwill		11		113			25			15			153			304			11		50			141			39				30			28			288			205
Increase in fair values of proportionate holding arising on stepped acquisition																					—			—			—				—			—			—			(23	)

Total				324			33			42			399			491					98			228			65				65			72			528			244

Satisfied by:
Cash				(321	)		(33	)		(40	)		(394	)		(468	)				(98	)		(228	)		(65	)			(65	)		(74	)		(530	)		(201	)
Other consideration																					—			—			—				—			—			—			(5	)
Deferred consideration				—			—			—			—			(12	)				—			—			—				—			(8	)		(8	)		(27	)
Net prior year adjustments				(3	)		—			(2	)		(5	)		(11	)				—			—			—				—			10			10			(11	)

Total consideration				(324	)		(33	)		(42	)		(399	)		(491	)				(98	)		(228	)		(65	)			(65	)		(72	)		(528	)		(244	)

Carrying value of net assets/(liabilities) acquired				81			(2	)		(1	)		78			41
Fair value adjustments				130			10			28			168			146

Fair value				211			8			27			246			187

The goodwill arising on ~~the acquisition of Harcourt Assessment and Money-Media~~these acquisitions results from substantial cost and revenue synergies and from benefits that cannot be separately recognised, such as the assembled workforce.

The fair value ~~adjustments relating~~of trade and other receivables is £41m and includes trade receivables with a fair value of £34m. The gross contractual amount for trade receivables due is £37m of which £3m is expected to ~~these~~be uncollectable.

A provisional value of £12m of goodwill arising on 2010 acquisitions ~~were finalised during 2008.~~is expected to be deductible for tax purposes.

The non-controlling interest in SEB was measured using the non-controlling interest’s proportionate share of the acquiree’s net assets.

~~F-63~~F-65

Notes to the Consolidated Financial Statements (Continued)

Harcourt Assessment
Carrying
Fair

value value adjs Fair value
All figures in £ millions

Property, plant and equipment 7 (1 ) 6
Intangible assets 10 164 174
Intangible assets — Pre-publication 35 (8 ) 27
Inventories 8 (1 ) 7
Trade and other receivables 50 (2 ) 48
Cash and cash equivalents 5 — 5
Trade and other liabilities (39 ) (1 ) (40 )
Provisions for other liabilities and charges (3 ) (16 ) (19 )
Assets held for sale 8 (5 ) 3

Net assets acquired at fair value
81 130 211

Goodwill
113

Total
324

Money-Media
Carrying
Fair

value value adjs Fair value
All figures in £ millions

Intangible assets — 10 10
Trade and other receivables 2 — 2
Trade and other liabilities (4 ) — (4 )

Net assets acquired at fair value
(2 ) 10 8

Goodwill
25

Total
33


	2010			2009			2008
	All figures in
	£ millions

Cash flow on acquisitions
Cash — Current year acquisitions		(530	)		(201	)		(394	)
Cash — Acquisitions yet to complete		—			(4	)		(12	)
Deferred payments for prior year acquisitions and other items		(20	)		(32	)		(5	)
Cash and cash equivalents acquired		26			29			16
Acquisition costs paid		(11	)		—			—

Net cash outflow		(535	)		(208	)		(395	)

~~Net cash outflow on acquisition:~~

2008 2007 2006
All figures in £ millions

Cash — Current year acquisitions (394 ) (468 ) (382 )
Cash — Acquisitions yet to complete (12 ) — —
Deferred payments for prior year acquisitions and other items (5 ) (4 ) (9 )
Cash and cash equivalents acquired 16 — 28

Cash outflow on acquisition
(395 ) (472 ) (363 )

~~Harcourt Assessment~~In 2010, acquisitions contributed ~~£150m of~~£84m to sales and ~~£25m~~£6m to ~~the Group’s~~operating profit before ~~tax between~~acquisition costs and amortisation of acquired intangibles from the date of acquisition ~~and~~to the balance sheet date. ~~Money-Media~~Of these amounts, Melorio contributed £38m of sales and £5m of profit, SEB contributed £11m of sales and a loss of £2m, WSI contributed £13m of sales and £1m of profit and America’s Choice contributed £9m of sales and ~~£4m to the Group’s profit before tax between the date~~£nil of acquisition and the balance sheet date. Other businesses acquired contributed £2m to the Group’s sales and £1m to the Group’s profit before tax between the date of acquisition and the balance sheet date.profit.

If the acquisitions had ~~been~~ completed on 1 January ~~2008,~~2010, the Group estimates that sales for the period would have been ~~£4,826m~~£5,799m and profit before tax would have been ~~£587m.~~

~~F-64~~

~~Notes to the Consolidated Financial Statements (Continued)~~£676m.


~~31.~~	~~Non-current assets classified as held for sale~~

In 2007, assets classified as held for sale related to Data Management. The Group recognised an impairment on the goodwill allocated to the Data Management business in anticipation of the loss on disposal (see note 3). There are no assets or liabilities classified as held for sale at the 2008 balance sheet date.

Notes 2008 2007

Property, plant and equipment 10 — 7
Intangible assets — Goodwill — 96
Intangible assets — Pre-publication 20 — 2
Inventories — 4
Trade and other receivables — 8

Non-current assets classified as held for sale
— 117

Other liabilities — (9 )

Liabilities directly associated with non-current assets classified as held for sale
— (9 )

Net assets classified as held for sale
— 108


~~32.~~30.	Disposals


	2008									2007			2006
	Data
	Management			Other			Total			Total			Total			Notes		2010			2009		2008
	All figures in £ millions																	All figures in £ millions

Disposal of subsidiaries
Property, plant and equipment		(7	)		—			(7	)		(16	)		—			10		(57	)		—		(7	)
Intangible assets		(1	)		—			(1	)		(6	)		—			11		(88	)		—		(3	)
Intangible assets — Pre-publication		(2	)		—			(2	)		—			—
Inventories		(4	)		(3	)		(7	)		(1	)		—					—			—		(7	)
Other financial assets																			(3	)		—		—
Trade and other receivables		(8	)		—			(8	)		(95	)		—					(103	)		—		(8	)
Cash and cash equivalents		—			—			—			(14	)		—					(165	)		—		—
Net deferred income tax liabilities		—			—			—			2			—			13		47			—		—
Retirement benefit obligations																			8			—		—
Trade and other liabilities		9			—			9			73			(1	)				132			—		9
Retirement benefit obligations		—			—			—			3			—
Provisions for other liabilities and charges		—			—			—			1			—
Minority interest		—			(5	)		(5	)		(8	)		(4	)
Current income tax liabilities																			12			—		—
Non-controlling interest																			271			—		—
Attributable goodwill		(98	)		(8	)		(106	)		(250	)		(5	)		11		(195	)		—		(99	)
Cumulative translation adjustment		(49	)		—			(49	)		(53	)		—					(13	)		—		(49	)

Net assets disposed		(160	)		(16	)		(176	)		(364	)		(10	)				(154	)		—		(164	)

Cash received		111			15			126			495			10					1,234			—		114
Deferred receipts		—			2			2			—			—					—			—		2
Other proceeds received		—			—			—			35			—
Costs		(4	)		(1	)		(5	)		(20	)		—					(43	)		—		(5	)

(Loss)/profit on sale		(53	)		—			(53	)		146			—
Profit/(Loss) on sale																			1,037			—		(53	)

~~F-65~~F-66

Notes to the Consolidated Financial Statements (Continued)


									2010			2009		2008
	2008			2007			2006		All figures in £ millions

Cash flow from disposals
Cash — Current year disposals		126			495			10		1,234			—		114
Cash and cash equivalents disposed										(165	)		—		—
Costs paid		(15	)		(12	)		—		(32	)		—		(15	)
Cash and cash equivalents disposed		—			(14	)		—
Pension contribution paid on disposal										(53	)		—		—

Net cash inflow		111			469			10
Net cash inflow										984			—		99

~~Further details of~~The disposal in 2010 relates to Interactive Data and the disposal in 2008 relates to the Data Management ~~business disposal~~business. Further details are shown in note 3.


~~33.~~31.	Cash generated from operations


	Notes		2008			2007			2006			Notes		2010			2009			2008
			All figures in £ millions											All figures in £ millions

Net profit				323			310			469
Profit															1,300			462			323
Adjustments for:
Income tax				209			222			19					480			198			209
Depreciation		10		80			68			77			10		82			85			80
Amortisation of purchased intangible assets		11		86			45			28
Adjustment on recognition of pre-acquisition deferred tax				—			—			7
Amortisation of acquired intangible assets													11		113			103			86
Amortisation of other intangible assets		11		30			25			23			11		51			44			30
Loss on sale of property, plant and equipment				1			1			2					3			2			1
Net finance costs		6		91			106			74			3,6		73			95			91
Share of results of joint ventures and associates		12		(25	)		(23	)		(24	)		12		(41	)		(30	)		(25	)
Loss/(profit) on sale of discontinued operations		3		53			(146	)		—
Goodwill impairment of discontinued operation		3		—			97			—
(Profit)/loss on disposal of discontinued operations													3		(1,037	)		—			53
Loss on disposal															10			—			—
Acquisition costs															11			—			—
Net foreign exchange adjustment from transactions				105			11			(37	)				(3	)		(14	)		105
Share-based payment costs		26		33			30			25			26		39			37			33
Pre-publication				(58	)		(38	)		(3	)				29			(16	)		(58	)
Inventories				(12	)		(1	)		(16	)				37			32			(12	)
Trade and other receivables				(81	)		(5	)		(60	)				(82	)		(14	)		(81	)
Trade and other liabilities				82			80			54					165			103			82
Retirement benefit obligations				(14	)		(126	)		(17	)				(64	)		(72	)		(14	)
Provisions for other liabilities and charges				(9	)		3			—					3			(3	)		(9	)

Net cash generated from operations				894			659			621					1,169			1,012			894

Net cash generated from operations is translated at an exchange rate approximating to the rate at the date of cash flow. ~~In 2008 the~~The difference between this rate and the average rate used to translate profit gives rise to a ~~large~~ currency adjustment in the reconciliation between net profit and net cash generated from operations. This adjustment reflects the timing difference between recognition of profit and the related cash receipts or payments.

~~Included in net~~Operating cash ~~generated from operations is an amount~~flow, operating free cash flow and total free cash flow are non-GAAP measures and have been disclosed as they are part of ~~£nil (2007: £7m; 2006: £33m) relating to discontinued operations.~~Pearson’s corporate and operating measures.

~~F-66~~F-67

Notes to the Consolidated Financial Statements (Continued)

In the cash flow statement, proceeds from sale of property, plant and equipment comprise:


	2008			2007			2006			2010			2009			2008
	All figures in £ millions									All figures in £ millions

Net book amount		3			15			10			3			3			3
Loss on sale of property, plant and equipment		(1	)		(1	)		(2	)		(3	)		(2	)		(1	)

Proceeds from sale of property, plant and equipment		2			14			8			—			1			2

The principal other non-cash transactions are movements in finance lease obligations of £2m ~~(2007: £4m; 2006: £4m)~~(2009: £8m; 2008: £2m).


~~34.~~32.	Contingencies

There are contingent Group liabilities that arise in the normal course of business in respect of indemnities, warranties and guarantees in relation to former subsidiaries and in respect of guarantees in relation to subsidiaries, joint ventures and associates. In addition there are contingent liabilities of the Group in respect of legal ~~claims.~~claims and rights and royalty agreements. None of these claims are expected to result in a material gain or loss to the Group.


~~35.~~33.	Commitments

~~Capital~~There were no commitments

~~Capital~~ for capital expenditure contracted for at the balance sheet date but not yet ~~incurred is as follows:~~

2008 2007
All figures in £ millions
Property, plant and equipment — 3

incurred.

The Group leases various offices and warehouses under non-cancellable operating lease agreements. The leases have varying terms and renewal rights. The Group also leases various plant and equipment under operating lease agreements, also with varying terms. The lease expenditure charged to the income statement during the year is disclosed in note 4.

The future aggregate minimum lease payments in respect of operating leases are as follows:


					2010		2009
	2008		2007		All figures in
	All figures in £ millions				£ millions

Not later than one year		149		123		164		153
Later than one year and not later than two years		138		116		151		144
Later than two years and not later than three years		129		102		130		129
Later than three years and not later than four years		118		93		112		114
Later than four years and not later than five years		108		85		95		99
Later than five years		970		834		785		848

		1,612		1,353		1,437		1,487


~~36.~~34.	Related party transactions

Joint ventures and associates — Amounts advanced to joint ventures and associates during the year and at the balance sheet date are set out in note 12. ~~Amounts~~There are no material amounts falling due from joint ventures and ~~associates are set out in note 22.~~associates.

~~F-67~~

Key management personnel — Key management personnel are deemed to be the members of the board of directors of Pearson plc. It is this board which has responsibility for planning, directing and controlling the activities of the Group. Key management personnel compensation is disclosed in the directors’ remuneration report.

There were no other material related party transactions.

No guarantees have been provided to related parties.

F-68

Notes to the Consolidated Financial Statements (Continued)


~~37.~~35.	Events after the balance sheet date

~~During 2008 Pearson’s International~~On 22 November 2010, the Group announced the proposed acquisition of a 75% stake in CTI Education ~~business announced its intention to increase its stakes in Longman Nigeria from 29% to 51% for £9m and Maskew Miller Longman (MML), its~~Group, a leading South African ~~publishing business, from 50% to 85%.~~

~~Under~~education company for £31m. As at the ~~terms~~end of the MML agreement, Pearson intends to create a new Southern Africa business and in return for the increased stake in MML our current joint venture partner will receive £46m in cash and a 15% interest in Pearson’s Heinemann and Edexcel businesses in that region.

~~In addition Pearson’s International Education business also announced the~~December 2010, this acquisition ~~of Fronter, a European online learning company based in Oslo, for £16m.~~

~~The Longman Nigeria acquisition~~had not been completed ~~in early January 2009 and the Fronter acquisition in February 2009. The MML transaction~~but is expected to complete in the ~~second quarter~~first half of ~~2009 following regulatory approval.~~2011.

On 18 January 2011, the Group announced that it had agreed to increase its shareholding in TutorVista, the Bangalore based tutoring services company, to a controlling 76% stake for a consideration of $127m.

On 7 March 2011, the Group and Education Development International plc (EDI) announced that they had reached agreement on the terms of a recommended cash offer to be made by Pearson for the entire issued share capital of EDI. The offer values EDI at approximately £112.7m. EDI is a leading provider of education and training qualifications and assessment services, with a strong reputation for the use of information technology to administer learning programmes and deliver on-screen assessments.

SIGNATURES

The registrant hereby certifies that it meets the requirements for filing onForm 20-F and that it has caused and authorized the undersigned to sign this annual report on its ~~behalf.~~behalf

Pearson plc

/s/ Robin Freestone

Robin Freestone

Chief Financial Officer

Date: March ~~26, 2009~~25, 2011

~~F-68~~F-69


		Page

	Introduction		4
	Forward-Looking Statements		4

	PART I
Item 1.	Identity of Directors, Senior Management and Advisers		6
Item 2.	Offer Statistics and Expected Timetable		6
Item 3.	Key Information		6
	Selected Consolidated Financial Data		6
	Dividend Information		7
	Exchange Rate Information		87
	Risk Factors		8
Item 4.	Information on the Company		1312
	Pearson plc		1312
	Overview of Operating Divisions		1312
	Our Strategy		1312
	Operating Divisions		1413
	Operating Cycles		1716
	Competition		1816
	Intellectual Property		1817
	Raw Materials		1817
	Government Regulation		1817
	Licenses, Patents and Contracts		1917
	Legal Proceedings		1917
	Recent Developments		1917
	Organizational Structure		1918
	Property, Plant and Equipment		2018
	Capital Expenditures		2119
Item 4A.	Unresolved Staff Comments		2119
Item 5.	Operating and Financial Review and Prospects		2119
	General Overview		2119
	Results of Operations		2422
	Liquidity and Capital Resources		4137
	Accounting Principles		4340
Item 6.	Directors, Senior Management and Employees		4340
	Directors and Senior Management		4340
	Compensation of Senior Management		4541
	Share Options of Senior Management		5248
	Share Ownership of Senior Management		5449
	Employee Share Ownership Plans		5449
	Board Practices		5450
	Employees		5550
Item 7.	Major Shareholders and Related Party Transactions		5651
Item 8.	Financial Information		5652
Item 9.	The Offer and Listing		5652


		Page

Item 10.	Additional Information		5753
	~~Memorandum and articles~~Articles of ~~association~~Association		5753
	Material Contracts		6257
	Exchange Controls		6358
	Tax ~~considerations~~Considerations		6358
	Documents on Display		6560
Item 11.	Quantitative and Qualitative Disclosures about Market Risk		6560
	Introduction		6560
	Interest Rates		6561
	Currency Exchange Rates		6661
	Forward Foreign Exchange Contracts		6762
	Derivatives		6762
	Quantitative Information about ~~market risk~~Market Risk		6763
Item 12.	Description of Securities Other Than Equity Securities		6763
Item 12D.	American Depositary Shares		63
	Fees paid by ADR holders		63
	Fees incurred in past annual period and fees to be paid in the future		63

PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		6865
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		6865
Item 15.	Controls and Procedures		6865
	Disclosure Controls and Procedures		6865
	Management’s Annual Report on Internal Control over Financial Reporting		6865
	Change in Internal Control over Financial Reporting		6865
Item 16A.	Audit Committee Financial Expert		6865
Item 16B.	Code of Ethics		6966
Item 16C.	Principal Accountant Fees and Services		6966
Item 16D.	Exemptions from the Listing Standards for Audit Committees		6966
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchases		6967
Item 16F.	Changes in Registrant’s Certifying ~~Accountant~~Auditor		6967
Item 16G.	Corporate Governance		7067

PART III
Item 17.	Financial Statements		7067
Item 18.	Financial Statements		7067
Item 19.	Exhibits		7067
~~Exhibit 1.1~~EX-1.1
~~Exhibit 8.1~~EX-2.7
~~Exhibit 12.1~~EX-8.1
~~Exhibit 12.2~~EX-12.1
~~Exhibit 13.1~~EX-12.2
~~Exhibit 13.2~~EX-13.1
~~Exhibit 15~~EX-13.2
EX-15


(1)	~~There will be no increase in base salary for the executive directors for 2009.~~

~~(2)~~	Will Ethridge’s annual incentive includes a special award of Pearson shares in recognition of his contributions in such areas as his leadership efforts on the Google settlement and his oversight of Pearson’s global content management programme. The after-tax amount will be invested in Pearson shares, which will be acquired and held under the annual bonus share matching plan in 2009.

~~(3)~~	Allowances for Marjorie Scardino include ~~£43,560~~£45,005 in respect of housing costs and a US payroll supplement of ~~£11,804.~~£11,754. John Makinson is entitled to a location and market premium in relation to the management of the business of the Penguin Group in the US and received ~~£182,824~~£218,653 for ~~2008.~~2010.

~~(4)~~(2)	Benefits include company car, car allowance and UK health care premiums. US health and welfare benefits for Marjorie Scardino and Will Ethridge are self-insured and the company cost, after employee contributions, is


	•	~~Content:~~Long-term organic investment in content: We invest steadily in ~~unique publishing~~content such as new education programmes, new and established authors for Penguin and the FT Group’s journalism. We believe that this constant investment is critical to the quality and effectiveness of ~~stories, lessons~~our products and ~~information and keep replenishing it.~~services.

	•	~~Technology~~Digital products and ~~services: Content alone is not enough, and~~services businesses: Our strategy centers on adding services to our content, usually enabled by technology, to make ~~our~~the content more useful, personal and ~~enticing, we often add technology.~~valuable. These digital and services businesses give us access to new sources of revenues to sustain growth. We now receive ~~about a third~~close to one-third of our annual sales from ~~technology-based~~digital products and


	Year Ended December 31, 2007
	North American		International					FT		Interactive
£m	Education		Education		��	Professional		Publishing		Data		Penguin		Total

Sales		1,667		735			226		344		344		846		4,162
		40%		18%			5%		8%		8%		21%		100%
Total operating profit		253		82			26		50		90		73		574
		44%		14%			4%		9%		16%		13%		100%
Add back:
Amortization and adjustment of acquired Intangibles		20		10			1		6		7		1		45

Adjusted operating profit: continuing Operations		273		92			27		56		97		74		619
Adjusted operating profit: discontinued Operations		—		—			14		1		—		—		15

Total adjusted operating profit		273		92			41		57		97		74		634

		43%		15%			6%		9%		15%		12%		100%


	Year Ended December 31
	2007			2006
	£m			£m

Cost of goods sold		1,910			1,841
Distribution costs		202			232
Administration and other expenses		1,600			1,518
Other operating income		(101	)		(99	)

Total		1,701			1,651


	Year Ended December 31, 2006
	North
	American		International				FT		Interactive
£m	Education		Education		Professional		Publishing		Data		Penguin		Total

Sales		1,679		640		211		280		332		848		3,990
		42%		16%		5%		7%		8%		22%		100%
Total operating profit		266		70		16		30		82		58		522
		51%		13%		3%		6%		16%		11%		100%
Add back:
Amortization and adjustment of acquired intangibles		14		3		1		2		7		8		35
Other net gains and losses including associates		—		—		—		(4)		—		—		(4)
Other net finance costs of associates		—		—		—		(1)		—		—		(1)

Adjusted operating profit: continuing operations		280		73		17		27		89		66		552
Adjusted operating profit: discontinued Operations		—		—		35		5		—		—		40

Total adjusted operating profit		280		73		52		32		89		66		592

		47%		12%		9%		6%		15%		11%		100%


	Long-Term Incentive Plan						Employee Stock Purchase Plan
	2008			2007			2008			2007
	Weighted			Weighted			Weighted			Weighted
	average			average			average			average

Fair value		$ 5.58			$ 6.60			$ 6.59			$ 4.76
Weighted average share price		$24.95			$27.17			$22.95			$17.77
Weighted average exercise price		$24.95			$27.17			$22.95			$17.77
Expected volatility		24.20	%		23.40	%		33.70	%		20.50	%
Expected life		5.7 years			5.0 years			0.5 years			0.5 years
Risk free rate		1.5% to 3.5%			4.2% to 4.9%			2.0% to 2.4%			4.3% to 5.1%
Expected dividend yield		2.2	%		1.9	%		2.1	%		2.0	%
Forfeiture rate		0.0	%		0.0	%		0.0	%		0.0	%


	Harcourt Assessment
	Carrying			Fair
	value			value adjs			Fair value
	All figures in £ millions

Property, plant and equipment		7			(1	)		6
Intangible assets		10			164			174
Intangible assets — Pre-publication		35			(8	)		27
Inventories		8			(1	)		7
Trade and other receivables		50			(2	)		48
Cash and cash equivalents		5			—			5
Trade and other liabilities		(39	)		(1	)		(40	)
Provisions for other liabilities and charges		(3	)		(16	)		(19	)
Assets held for sale		8			(5	)		3

Net assets acquired at fair value		81			130			211

Goodwill								113

Total								324


	Money-Media
	Carrying			Fair
	value			value adjs		Fair value
	All figures in £ millions

Intangible assets		—			10		10
Trade and other receivables		2			—		2
Trade and other liabilities		(4	)		—		(4	)

Net assets acquired at fair value		(2	)		10		8

Goodwill							25

Total							33