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PEARSON FUNDING FIVE PLC €500,000,000 in Aggregate Principal Amount of 1.375% Guaranteed Notes Due 2025 Guaranteed by Pearson Plc Issue Price: 99.926 Per Cent

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PEARSON FUNDING FIVE PLC €500,000,000 in Aggregate Principal Amount of 1.375% Guaranteed Notes Due 2025 Guaranteed by Pearson Plc Issue Price: 99.926 Per Cent PEARSON FUNDING FIVE PLC €500,000,000 in aggregate principal amount of 1.375% Guaranteed Notes due 2025 Guaranteed by Pearson plc Issue price: 99.926 per cent. Pearson Funding Five plc (the “Issuer”) will pay interest annually on each 6 May, commencing 6 May 2016, up to the date of maturity or earlier upon redemption of the 1.375% Guaranteed Notes due 2025 (the “Notes”). The Issuer will be entitled to redeem the Notes in whole or in part at any time prior to their maturity at redemption prices to be determined using the procedures described in this prospectus. The Issuer will be entitled to redeem the Notes, in whole, but not in part, at 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of redemption and any additional amounts upon the occurrence of certain tax events. Pearson plc (the “Guarantor” or “Pearson”) will fully, irrevocably and unconditionally guarantee all amounts payable under the Notes. The Notes will mature on 6 May 2025. The Notes and the related guarantees will rank pari passu with, respectively, all of the Issuer’s and the Guarantor’s other unsecured and unsubordinated debt. This prospectus constitutes a “prospectus” for the purposes of the Directive 2003/71/EC, as amended by Directive 2010/73/EU (the “Prospectus Directive”). Application has been made to the Financial Conduct Authority (the “FCA”) in its capacity as competent authority under the Financial Services and Markets Act 2000, as amended (“FSMA”) (the “U.K. Listing Authority”) for the Notes to be admitted to the Official List of the U.K. Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market. The London Stock Exchange’s Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. If a change of control triggering event occurs with respect to the Guarantor, the Issuer will make an offer to each holder of Notes to repurchase all or any part of that holder’s Notes at a repurchase price in cash equal to the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of repurchase. The Guarantor will fully and irrevocably guarantee the obligations of the Issuer to repurchase the Notes and further irrevocably and unconditionally guarantees to make payment for any and all Notes properly tendered for payment. Ratings for the Notes will be sought from Moody’s Investors Service Limited (“Moody’s”) and Standard & Poor’s Credit Market Services Italy Srl (“Standard & Poor’s”) both of which are credit rating agencies established in the European Economic Area and registered under Regulation (EU) No 1060/2009, as amended (“CRA Regulation”). As such, Moody’s and Standard & Poor’s are included in the list of credit agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Investing in the Notes involves risks. See “Risk Factors” beginning on page 1. The Notes have not been and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and are subject to United States tax law requirements. The Notes are being offered outside the United States by the Managers (as defined in “Subscription and Sale”) (the “Managers”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be issued in bearer form and in the denominations of €100,000 and integral multiples of €1,000 in excess of €100,000 up to and including €199,000. The Notes will initially be in the form of a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or around 6 May 2015 (the “Closing Date”) with a common safekeeper for Euroclear and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “Permanent Global Note” and, together with the Temporary Global Note, each a “Global Note”), without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in definitive form with interest coupons attached. See “Summary of Provisions Relating to the Notes in Global Form”. Joint Lead Managers and Joint Bookrunners BNP PARIBAS Citigroup HSBC The date of this prospectus is 1 May 2015. IMPORTANT INFORMATION Each of the Issuer and the Guarantor (the “Responsible Persons”) accepts responsibility for the information contained in this prospectus and, to the best of the knowledge of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case), the information contained in this prospectus is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer and the Guarantor, each having made all reasonable inquiries, confirm that (i) this prospectus contains all information with respect to the Issuer, the Guarantor and the Notes that is material to the offering of the Notes; (ii) such information is true and accurate in every material respect and is not misleading in any material respect; (iii) the opinions, assumptions and intentions expressed in this prospectus on the part of the Issuer and the Guarantor are honestly held or made, have been reached after considering all relevant circumstances, are based on reasonable assumptions and are not misleading in any material respect; (iv) this prospectus does not contain any untrue statement of a material fact nor does it omit to state a material fact necessary to make the statements herein, in light of the circumstances under which they were made, not misleading; and (v) all proper inquiries have been made to ascertain and verify the foregoing. This prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference. See “Documents Incorporated by Reference”. This prospectus should be read and construed on the basis that such documents are incorporated into and form part of the prospectus. The Managers (as defined in “Subscription and Sale”) make no representation, warranty or undertaking, express or implied, and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the information contained in this prospectus or any information provided by the Issuer or the Guarantor in connection with the issue and offering of the Notes or their distribution. In making an investment decision, investors must rely upon their own examination of Pearson, the Issuer, and Pearson’s other subsidiaries and the terms of the offering being made, including the merits and risks involved. Prospective investors should rely only on the information contained in or incorporated by reference into this prospectus. Neither the Issuer nor the Guarantor, nor any of the Managers has authorised anyone to provide potential investors with information different from that contained in or incorporated by reference into this prospectus. The statements contained in or incorporated by reference into this prospectus are made only as of the date of this prospectus or the date of the document incorporated by reference, as the case may be, regardless of the time of delivery of this prospectus or any sale of the Notes. The market share, ranking and other data contained in, or incorporated by reference into, this prospectus are based either on our management’s own estimates, independent industry publications, reports by market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, market share data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market share. In addition, consumption patterns and consumer preferences can and do change. As a result, prospective investors should be aware that a market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data may not be reliable. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document, see “Subscription and Sale”. The distribution of this prospectus and the offering or sale of the Notes and the guarantees in certain jurisdictions is restricted by law. This prospectus may not be used for, or in connection with, and does not constitute, any offer to, or solicitation by, anyone in any jurisdiction in which it is unlawful to make such an offer or solicitation.
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