Pearson(PSO) - 2021 Q4 - Annual Report

PART I Key Information This section outlines Pearson's principal strategic, operational, financial, and compliance risks, including adapting to digital content, protecting intellectual property, managing competition, and navigating economic uncertainties Risk Factors The company identifies several key risk categories, including content and channel shifts, competitive pressures, portfolio integration, reputational damage, operational execution, regulatory changes, and financial exposures - Content & Channel Risk: The company faces challenges from content digitization, distribution channel proliferation, and changing consumer behavior, such as students seeking cheaper content sources (e.g., second-hand, rental, pirated copies), which puts downward pressure on prices[28][29] - Intellectual Property Risk: The business relies heavily on protecting its intellectual property, and failure to do so could lead to infringement (e.g., digital counterfeit websites, piracy), reducing sales and eroding brand value[31][32][34] - Competitive & Economic Risk: The Group's performance is subject to global economic conditions, including the impact of the COVID-19 pandemic and the situation in Ukraine, with increased competition and shifts in learner preferences potentially impacting financial performance[37][38] - Data Security Risk: The company holds large volumes of personal and sensitive data, and a malicious attack or data breach could result in reputational damage, financial loss, regulatory penalties, and litigation, as evidenced by a past SEC settlement related to a 2018 data breach[47][48] - Operational & Transformation Risk: The accelerated pace of business transformation initiatives, including the 2021 strategic realignment, increases execution risk, and failure to attract and retain skilled employees, particularly in technology, could harm business goals[58][59] - Regulatory & Government Funding Risk: The company's educational services and assessment businesses are sensitive to changes in government funding, policy decisions, and procurement processes, particularly in the US market[69][70] - Financial Risks: The Group is exposed to several financial risks, including rising global inflation impacting costs, foreign exchange fluctuations (especially the US dollar, which accounts for ~69% of revenue), changes in tax laws, and potential pension funding deficits[74][79][76][80] Information on the Company This section provides a comprehensive overview of Pearson plc, detailing its global learning identity, new five-division structure, recent corporate developments including rejected acquisition proposals, and key financial and operational aspects Overview and Recent Developments Pearson is a global learning company operating in approximately 200 countries, with its largest markets in North America and Europe, and recently rejected acquisition proposals from Apollo Global Management - Pearson is a global learning company with primary operations in education, assessment, and certifications, with its largest markets being North America (67% of 2021 sales) and Europe (18% of 2021 sales)[84] - In March 2022, Pearson's Board rejected a third acquisition proposal from Apollo Global Management for 870 pence per share, stating it significantly undervalued the company, leading Apollo to confirm it did not intend to make a formal offer[87][88][89] Selected Consolidated Financial Data The company presents selected consolidated financial data for the five years ended December 31, 2021, highlighting sales of £3,428 million and an operating profit of £183 million in 2021, alongside significant portfolio changes Selected Consolidated Financial Data (Year Ended December 31) | | 2021 (£m) | 2020 (£m) | 2019 (£m) | | :--- | :--- | :--- | :--- | | Sales | 3,428 | 3,397 | 3,869 | | Operating profit/(loss) | 183 | 411 | 275 | | Profit for the financial year | 160 | 310 | 266 | | Basic earnings per share | 21.1p | 41.0p | 34.0p | | Dividends per ordinary share | 20.5p | 19.5p | 19.5p | | Total assets | 7,343 | 7,451 | 7,650 | | Net assets | 4,280 | 4,134 | 4,323 | - Significant recent transactions include the completion of the sale of the remaining 25% share in Penguin Random House in April 2020, the acquisition of Faethm Holdings in September 2021, and the acquisition of Credly Inc. in January 2022[93][97][99] - In February 2022, the Board approved a £350 million share buyback program expected to commence in 2022[102] Dividend Information The company maintains a policy of paying interim and final dividends, with a total dividend of 20.5p per ordinary share for fiscal year 2021, an increase from prior years Dividends per Ordinary Share (Pence) | Fiscal year | Interim | Final | Total | | :--- | :--- | :--- | :--- | | 2021 | 6.3p | 14.2p | 20.5p | | 2020 | 6.0p | 13.5p | 19.5p | | 2019 | 6.0p | 13.5p | 19.5p | - Shareholders will be asked to approve a final dividend of 14.2p per ordinary share for the year ended December 31, 2021, at the annual general meeting on April 29, 2022[109] The Group's Strategy Under CEO Andy Bird, Pearson launched a new digital-first strategy in March 2021, focused on establishing a lifelong, direct relationship with consumers through a new five-division structure and the Pearson+ digital learning ecosystem - The new strategy, unveiled in March 2021, focuses on building a lifelong, direct-to-consumer relationship, being digital-first, and delivering high-quality learning products at scale[114] - The company was reorganized into five core divisions: Assessment & Qualifications, Virtual Learning, English Language Learning, Workforce Skills, and Higher Education[115] - Pearson+ was launched in July 2021 as the company's premier digital learning ecosystem, central to its direct-to-consumer strategy[121] - The strategy includes an increased focus on the workforce upskilling and reskilling market, working with employers and leveraging acquisitions like Faethm and Credly[119] Operating Divisions Pearson's operations are managed through five global divisions: Assessment & Qualifications, Virtual Learning, English Language Learning, Workforce Skills, and Higher Education, each serving distinct market segments with specialized products and services - Assessment & Qualifications: The largest division by revenue, providing assessments, qualifications, and certifications through units like Pearson VUE, US Student Assessment, and Clinical Assessment[127][128] - Virtual Learning: Comprises Virtual Schools (e.g., Connections Academy for K-12) and Online Program Management (OPM) services for universities and employers[135][136] - English Language Learning: Aims to serve the 1.5 billion people learning English worldwide through assets like the Pearson Test of English (PTE) and institutional courseware[141][142] - Workforce Skills: Focuses on the upskilling and reskilling market, helping employers and workers close skills gaps, and includes recent acquisitions Faethm and Credly[146][149] - Higher Education: Creates digital learning experiences and courseware for college students, with a key product being the direct-to-consumer subscription service, Pearson+, launched in July 2021[151][154] Competition Pearson operates in highly competitive markets, facing threats from large media players, smaller digital businesses, and alternative distribution channels, with key competitors varying by segment - The Group faces competition from both large media players and smaller, agile digital operators[165] - Key competitors include: ETS and Prometric (Assessment & Qualifications); Stride and 2U Inc. (Virtual Learning); Oxford University Press (English Language); City and Guilds (Workforce Skills); and Cengage Learning and McGraw-Hill (Higher Education)[166][167][168][169] Climate Change Pearson aims to be a net-zero carbon business by 2030, targeting a 50% reduction in scope 1, 2, and 3 emissions from a 2018 baseline, having achieved a 26% reduction by year-end 2021 - The company has a goal to become a net-zero carbon business by 2030 and to reduce scope 1, 2, and 3 emissions by 50% from its 2018 baseline[173] - As of year-end 2021, Pearson had reduced its combined Scope 1, 2, and 3 emissions by 26% from the 2018 baseline[173] - Climate change is considered an emerging risk, with potential long-term impacts on the supply chain, but no significant material risks are identified in the near term (up to 2025)[176] Legal Proceedings The company is subject to various legal proceedings, notably settling with the SEC on August 16, 2021, regarding a 2018 data breach, incurring a $1.0 million civil penalty and implementing data privacy improvements - On August 16, 2021, Pearson settled with the SEC concerning disclosures about a 2018 data breach, paying a civil penalty of $1.0 million without admitting or denying the findings[179][180] Operating and Financial Review and Prospects This section provides management's analysis of the Group's financial performance, detailing sales and profit growth, cash flow, and liquidity, reflecting strong underlying performance driven by recovery in Assessment & Qualifications and Virtual Learning Group Performance (2021 vs. 2020) In 2021, Pearson's total sales increased by 1% to £3,428 million, and adjusted operating profit rose 23% to £385 million, driven by strong underlying growth and improved cash flow, while statutory operating profit decreased due to restructuring charges 2021 vs. 2020 Performance Summary | Metric | 2021 (£m) | 2020 (£m) | Headline Change | Underlying Change | | :--- | :--- | :--- | :--- | :--- | | Sales | 3,428 | 3,397 | +1% | +8% | | Adjusted Operating Profit | 385 | 313 | +23% | +33% | | Operating Profit | 183 | 411 | -55% | N/A | - The decrease in statutory operating profit was mainly due to a £214 million major restructuring charge in 2021 and the large gain on the sale of Penguin Random House in 2020, offset by improved trading[208][209] - Net cash generated from operations increased to £570 million in 2021 from £450 million in 2020, driven by higher adjusted operating profits and improved working capital[215] - Net debt was reduced to £350 million at year-end 2021 from £463 million at year-end 2020[217] Sales and Operating Profit by Segment This subsection details the financial performance of Pearson's realigned business segments, showing strong underlying sales growth in Assessment & Qualifications (+18%) and Virtual Learning (+11%) in 2021, while Higher Education declined due to lower enrolments and digital shift Sales by Segment (£m) | Segment | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Assessment & Qualifications | 1,204 | 1,082 | 1,280 | | Virtual Learning | 713 | 692 | 584 | | English Language Learning | 238 | 218 | 320 | | Workforce Skills | 172 | 163 | 185 | | Higher Education | 849 | 956 | 1,102 | | Strategic Review | 252 | 286 | 398 | Adjusted Operating Profit by Segment (£m) | Segment | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Assessment & Qualifications | 216 | 147 | 252 | | Virtual Learning | 32 | 29 | 13 | | English Language Learning | 15 | 1 | 59 | | Workforce Skills | 27 | 26 | 31 | | Higher Education | 73 | 93 | 134 | | Strategic Review | 22 | 16 | 27 | - 2021 vs 2020 Performance: - Assessment & Qualifications: Underlying sales grew 18% due to recovery in Pearson VUE testing volumes (+30%) and strong growth in Clinical Assessment (+30%)[249] - Virtual Learning: Underlying sales grew 11%, reflecting strong enrolment in Virtual Schools[255] - Higher Education: Underlying sales declined 5% (6% in US Higher Education Courseware) due to lower enrolments and price pressure from the shift to digital[264] - 2020 vs 2019 Performance: - Assessment & Qualifications: Underlying sales fell 16% due to COVID-related test center closures and exam cancellations[276] - Virtual Learning: Underlying sales grew 18%, driven by a 43% increase in Virtual Schools enrolment[280] - English Language Learning: Underlying sales dropped 28% as test center closures impacted PTE volumes[286] - Higher Education: Underlying sales declined 13%, with US Higher Education Courseware down 12%[291] Liquidity and Capital Resources The Group's liquidity position remains strong, with net cash from operations increasing to £570 million in 2021 and net debt decreasing to £350 million, supported by approximately £1.6 billion in available liquidity and investment-grade credit ratings - Net cash generated from operations increased to £570 million in 2021 from £450 million in 2020, due to higher operating profits and improved working capital[300] - Net debt decreased from £463 million at the end of 2020 to £350 million at the end of 2021[310][315] - As of Dec 31, 2021, the Group had available liquidity of c.£1.6 billion, comprising cash balances and an undrawn $1.19 billion Revolving Credit Facility (RCF), with the maturity of $1 billion of the RCF extended to 2026 in February 2022[314] Contractual Obligations as of Dec 31, 2021 (£m) | Obligation | Total | Less than 1 year | 1-2 years | 2-5 years | After 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Bonds | 767 | 87 | 70 | 257 | 353 | | Lease liabilities | 633 | 68 | 71 | 178 | 316 | | Deferred consideration | 44 | 6 | 15 | 13 | 10 | | Total | 1,444 | 161 | 156 | 448 | 679 | - The Group holds investment-grade credit ratings of BBB- (stable) from Fitch and Baa3 (stable) from Moody's[317] Directors, Senior Management and Employees This section details the composition of Pearson's Board of Directors and Executive Committee, led by Chair Sidney Taurel and CEO Andy Bird, outlining the performance-linked remuneration policy and employee numbers Compensation of Senior Management Pearson's remuneration policy emphasizes performance-linked incentives, with CEO Andy Bird's total remuneration at £5.167 million in 2021, including a significant co-investment award, and executive directors required to hold substantial shareholdings 2021 Director Remuneration (£000s) | Director | Base Salary/Fees | Annual Incentives | Co-investment plan | Total | | :--- | :--- | :--- | :--- | :--- | | Sidney Taurel (Chair) | 500 | — | — | 500 | | Andy Bird (CEO) | 910 | 1,145 | 2,696 | 5,167 | | Sally Johnson (CFO) | 521 | 560 | — | 1,155 | - The remuneration policy emphasizes performance-linked elements, with the 2022 annual bonus based on adjusted operating profit (30%), sales (30%), operating cash flow (20%), and strategic measures (20%)[372][392] - A one-off co-investment award was granted to CEO Andy Bird, requiring him to purchase shares equal to 300% of his base salary, with the award vesting in three tranches subject to performance underpins[407][408][409] - Executive Directors are subject to a shareholding policy requiring the CEO to hold 300% of salary and the CFO to hold 200% of salary in company shares[415] Employees The average number of persons employed by the Group in continuing operations was 20,744 in fiscal year 2021, a decrease from prior years, with the largest portion of the workforce located in the US Average Number of Employees by Geographic Area | Region | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | UK | 3,395 | 3,304 | 3,309 | | US | 11,757 | 11,432 | 12,286 | | Asia Pacific | 2,738 | 2,812 | 2,800 | | Other | 2,854 | 3,643 | 3,848 | | Total | 20,744 | 21,191 | 22,243 | Major Shareholders and Related Party Transactions As of February 28, 2022, Pearson's major shareholders with significant voting rights include Cevian Capital II GP Limited (10.19%), Schroders plc (9.98%), and Silchester International Investors LLP (9.97%) Major Shareholders (as of Feb 28, 2022) | Shareholder | % of outstanding ordinary shares | | :--- | :--- | | Cevian Capital II GP Limited Inc | 10.19% | | Schroders plc | 9.98% | | Silchester International Investors LLP | 9.97% | | Blackrock, Inc | 7.00% | | Ameriprise Financial Inc and its group | 5.02% | Quantitative and Qualitative Disclosures about Market Risk This section outlines Pearson's treasury policies for managing key financial risks, focusing on maintaining a strong balance sheet, an investment-grade credit rating, and ample liquidity, with primary currency exposure to the US dollar naturally hedged by debt - The Group's primary objectives for managing capital are to maintain a strong balance sheet, a solid investment-grade credit rating, continue investing in the business, and sustain a progressive dividend policy[537][539] - The main currency exposure is to the US dollar, representing 64% of sales, with a portion of the Group's debt held in US dollars to provide a natural hedge[540] - At year-end 2021, the Group had £0.9 billion in cash and an undrawn $1.19 billion revolving credit facility, ensuring ample liquidity[543] PART II Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2021, a conclusion also attested to by the independent auditor - Management concluded that the Company's disclosure controls and procedures were effective as of December 31, 2021[554] - Based on the COSO framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2021, a conclusion attested to by the independent auditor, PricewaterhouseCoopers LLP[555][556] Change in Registrant's Certifying Accountant Due to auditor rotation rules, Pearson initiated a tendering process in March 2021, leading to the Board's approval to appoint Ernst & Young LLP (EY) as the new auditor for the 2022 financial year, replacing PricewaterhouseCoopers LLP (PwC) with no disagreements during their tenure - The company will propose to shareholders at the 2022 AGM that Ernst & Young LLP (EY) be appointed as the statutory auditor for the financial year ending December 31, 2022[568] - The change is due to auditor rotation rules, as PricewaterhouseCoopers LLP (PwC) must be changed no later than for the 2024 financial year, and there were no disagreements with PwC during their engagement[568][570] PART III Financial Statements This section contains the audited consolidated financial statements for Pearson plc for the three years ended December 31, 2021, including the Independent Registered Public Accounting Firm Report, key financial statements, and detailed notes Consolidated Income Statement Summary (£ millions) | | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Sales | 3,428 | 3,397 | 3,869 | | Operating profit | 183 | 411 | 275 | | Profit before tax | 157 | 354 | 232 | | Profit for the year | 160 | 310 | 266 | | Basic earnings per share | 21.1p | 41.0p | 34.0p | Consolidated Balance Sheet Summary (£ millions) | | As at Dec 31, 2021 | As at Dec 31, 2020 | | :--- | :--- | :--- | | Total non-current assets | 4,122 | 4,111 | | Total current assets | 3,221 | 3,340 | | Total assets | 7,343 | 7,451 | | Total non-current liabilities | (1,483) | (1,672) | | Total current liabilities | (1,580) | (1,645) | | Total liabilities | (3,063) | (3,317) | | Net assets | 4,280 | 4,134 | | Total equity | 4,280 | 4,134 | Consolidated Cash Flow Statement Summary (£ millions) | | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net cash generated from operating activities | 326 | 389 | 369 | | Net cash (used in)/generated from investing activities | (80) | 591 | (325) | | Net cash used in financing activities | (414) | (299) | (102) | | Net (decrease)/increase in cash and cash equivalents | (176) | 679 | (91) |