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Notes to the parent company financial statements

for the year ended 31 March 2009

A. Corporate information

Experian plc (the ‘Company’) is incorporated and registered in Jersey as a public company limited by shares. The principal legislation under which the Company operates is Jersey Companies Law and regulations made thereunder. The Company changed its name from Experian Group Limited on 21 July 2008.

The principal activity of the Company is to act as the ultimate holding company of the Experian group of companies (the ‘Group’), whose principal activity is business services. The shares of the Company are listed on the London Stock Exchange.

B. Basis of preparation and significant accounting policies

Basis of preparation

The separate financial statements of the Company are presented in compliance with the requirements for companies whose shares are listed on the London Stock Exchange. They have been prepared on a going concern basis and under the historical cost convention, modified by the revaluation of certain financial instruments, and in accordance with the Companies (Jersey) Law 1991 and United Kingdom Generally Accepted Accounting Practice (‘UK GAAP’).

In preparing the financial statements for the year ended 31 March 2009, the Company has used sterling as its local and presentational currency. The financial statements for the Company for the year ended 31 March 2010 will be prepared and presented in US dollars.

The Company financial statements comprise the profit and loss account, balance sheet and related notes. The Company has taken advantage of the exemption from preparing a cash flow statement under the terms of FRS 1 ‘Cash Flow Statements’. The Company is also exempt under the terms of FRS 8 ‘Related Party Disclosures’ from disclosing transactions with other members of the Group.

The Experian plc consolidated financial statements for the year ended 31 March 2009 contain financial instrument disclosures required by IFRS 7 ‘Financial Instruments: Disclosure and Presentation’ and these would also comply with the disclosures required by FRS 29 ‘Financial Instruments: Disclosure and Presentation’. Accordingly, the Company has taken advantage of the exemption in FRS 29 and has not presented separate financial instrument disclosures.

Significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to both years presented.

Tangible fixed assets

Leasehold improvements are depreciated over the shorter of the estimated life of the asset and the remaining life of the lease.

Leases

Gross rental income receivable and payable in respect of operating leases is recognised on a straight line basis over the periods of the leases.

Investments in group undertakings

Investments in group undertakings are stated at cost less provision considered necessary for any impairment.

Impairment of fixed assets

Where there is an indication of impairment, fixed assets are subject to review for impairment in accordance with FRS 11 ‘Impairment of Fixed Assets and Goodwill’. Any impairment is recognised in the year in which it occurs.

Debtors and creditors

Debtors are initially recognised at fair value and carried at the lower of cost and recoverable amount. Where the time value of money is material, debtors are carried at amortised cost. Creditors are initially recognised at fair value and carried at amortised cost if the time value of money is material.

Cash at bank and in hand

Cash at bank and in hand includes deposits held at call with banks and other short-term highly liquid investments. Bank overdrafts are shown within current liabilities in the Company balance sheet.

Accounting for derivative financial instruments

The Company uses forward foreign exchange contracts to manage its exposures to fluctuations in foreign exchange rates. The interest differential reflected in forward foreign exchange contracts is taken to interest expense. Forward foreign exchange contracts are recognised at fair value, based on forward foreign exchange market rates at the balance sheet date. Gains or losses on forward foreign exchange contracts are taken directly to net foreign exchange gains or losses in the profit and loss account.

Deferred tax

Deferred tax is provided in respect of timing differences that have originated but not reversed at the balance sheet date and is determined using the tax rates that are expected to apply when the timing differences reverse. Deferred tax assets are recognised only to the extent that they are expected to be recoverable.

Own shares

The Experian plc Employee Share Trust and the Experian UK Approved All-Employee Share Plan are separately administered trusts. Liabilities of these trusts are guaranteed by the Company and the assets of the trusts mainly comprise shares in the Company. The assets, liabilities and expenses of the trusts are included in the Company’s financial statements as if they were the Company’s own with shares in the Company held by the trusts shown as a deduction from total equity shareholders’ funds at cost.

Share-based payments

The Group has a number of equity settled, share-based employee incentive plans. These include options and awards in respect of shares in the Company made at or after demerger in October 2006 together with options and awards previously granted in respect of shares in GUS plc which were rolled over into options and awards in respect of shares in the Company at demerger.

The fair value of such options and awards granted to employees of the Company is recognised after taking into account the Company’s best estimate of the number of options and awards expected to vest. The Company revises the vesting estimate at each balance sheet date and non-market performance conditions are included in the vesting estimates. Amounts are recognised over the vesting period. Fair value is measured at the date of grant using whichever of the Black-Scholes model, Monte Carlo model and closing market price is most appropriate to the award. Market based performance conditions are included in the fair value measurement on grant date and are not revised for actual performance.

The issuance by the Company of share incentives to employees of its subsidiaries represents additional capital contributions and the fair value of such options and awards is therefore recognised as an increase in the Company’s investment in group undertakings with a corresponding increase in total equity shareholders’ funds.

C. Operating loss

The Company’s operating loss is stated after charging:

The Company employed an average of two (2008: two) employees during the year. Executive directors of the Company are employed by other companies within the Group.

Details of the remuneration of directors are given in the audited part of the report on directors’ remuneration.

Fees payable for the audit of the parent company financial statements were £40,000 (2008: £40,000).

D. Net interest income/(expense)

E. Tax on profit/(loss) on ordinary activities

(i) Tax charge for the year

There was no tax charge for the year (2008: £nil). The rate of corporation tax in Ireland is 25% for investment income.

The reconciliation of the tax charge for the year is as follows:

(ii) Factors that may affect future tax charges

In the foreseeable future, the Company’s tax charge will continue to be influenced by the nature of its income and expenditure and could be affected by changes in tax law.

F. Dividend

During the year the Company paid interim equity dividends of £34.1m (2008: £30.9m) to ordinary shareholders. The directors have announced a second interim dividend of 13.25 US cents per ordinary share for the year ended 31 March 2009. This dividend is not included as a liability in these financial statements as it was not announced before 31 March 2009. For further details of payment arrangements see note 13 to the Group financial statements.

G. Tangible fixed assets – short leasehold properties

H. Investments in group undertakings

Additions in the year ended 31 March 2009 comprised the fair value of the share incentives issued to employees of subsidiary undertakings during the year of £31.3m.

Additions in the year ended 31 March 2008 comprised the fair value of the share incentives issued to employees of subsidiary undertakings during the year of £33.0m and subscriptions of £150.0m for share capital of Experian Ireland Investments Limited and £2,528.6m for share capital in Experian Finance Holdings Limited, a company which was newly incorporated during that year.

At 31 March 2009, the investment in group undertakings directly held by the Company comprised the holdings of the whole of the issued share capital of the following companies:

The Company’s significant subsidiary undertakings are given in note Q.

I. Debtors – amounts due within one year

The amounts owed by subsidiary undertakings are unsecured, non-interest bearing and have no fixed date for repayment.

J. Creditors – amounts due within one year

The amounts owed to subsidiary undertakings are unsecured, non-interest bearing and have no fixed date for repayment.

At 31 March 2009, the Company had undrawn committed borrowing facilities of £743m (2008: £565m), all of which expire more than two years after the balance sheet date.

K. Share capital and share premium

Authorised and issued share capital

At 31 March 2009 and 31 March 2008 the authorised share capital of the Company was US$200m, divided into 1,999,999,980 ordinary shares of 10 US cents each and 20 deferred shares of 10 US cents each. The ordinary shares carry the right to dividend, the right to attend or vote at general meetings of the Company and the right to participate in the assets of the Company beyond repayment of the amounts paid up or credited as paid up on them. The deferred shares carry no such rights.

At 31 March 2009, 1,025,351,744 (2008: 1,023,419,769) ordinary shares and 20 (2008: 20) deferred shares had been allotted, called up and fully paid. During the year ended 31 March 2009, 1,931,975 (2008: 1,137,963) ordinary shares were allotted on the exercise of share options. Since 31 March 2009, 132,232 ordinary shares in the Company have been issued in connection with the exercise of share options.

Share premium

Share premium of £4.2m (2008: £3.7m) was created when ordinary shares were allotted under share option plans. The share premium account is not available for distribution.

L. Reserves

Own shares represent the cost of shares in the Company held by the following trusts to satisfy the Group’s obligations under its employee share incentive plans:

During the year ended 31 March 2008, a total of 509,518 ordinary shares were purchased by the trusts at a cost of £3.2m. During the year ended 31 March 2009, 2,228,471 (2008: 4,289,949) ordinary shares were transferred from the trusts to beneficiaries of the Group’s employee share incentive plans.

As indicated in note F, during the year ended 31 March 2009 equity dividends of £34.1m (2008: £30.9m) were paid by the Company to those Experian plc shareholders who did not elect to receive dividends under the Income Access Share (‘IAS’) arrangements. In total, dividends of £107.6m (2008: £91.4m) were paid in the year of which £73.5m (2008: £60.5m) were paid by Experian Finance plc under the IAS arrangements. Further details of the IAS arrangements are given in note 13 to the Group financial statements.

M. Reconciliation of movements in total equity shareholders’ funds

N. Commitments

(i) Capital commitments

There are no significant capital commitments relating to the Company.

(ii) Operating lease commitments

The Company has an annual commitment of £0.3m (2008: £0.3m) in respect of a property lease and this commitment expires in more than five years.

O. Contingencies

The Company has guaranteed borrowings of subsidiary undertakings, which at 31 March 2009 amounted to £1,036m.

At 31 March 2009 and 31 March 2008, the Company was the guarantor for the retirement benefit obligations of the Group companies that participate in the Experian Pension Scheme. During the year ended 31 March 2009, the Company entered into a guarantee in respect of the retirement benefit obligations of a Group company that participates in the Pension and Life Assurance Plan of Sanderson Systems Limited, a small defined benefit pension arrangement.

P. Share options and awards

Details of options and awards in respect of the ordinary shares of the Company which are outstanding at the balance sheet date are given in note 27 to the Group financial statements together with a summary of the total cost of share-based compensation in respect of such plans. These include options and awards outstanding and the cost of share-based compensation in respect of employees of the Company but these are not separately disclosed within the Company’s financial statements as the amounts involved are not material. Details of options and awards granted to directors of the Company are contained in the report on directors’ remuneration.

Q. Significant subsidiary and associate undertakings

The Company’s significant subsidiary and associate undertakings at 31 March 2009, all of which are included in the Group financial statements, are listed below:

Except for Experian Holdings Ireland Limited and Experian Ireland Investments Limited, none of the above undertakings is directly held by Experian plc.

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