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2011
2012
REVENUE PROFILE
(Unaudited)
BUSINESS SEGMENT REVENUE In Millions of U.S. Dollars (Unaudited) Twelve Months Ended December 31,
Revenues Trading Investors Marketplaces Governance, Risk & Compliance Financial & Risk Legal Tax & Accounting Intellectual Property & Science Corporate & Other (includes Media) Eliminations Revenues from Ongoing Businesses (2) Before Currency Other Businesses (3) Revenues
2012
2011 (1)
Change
Organic
$ 3,345 $ 3,537 2,416 1,213 219 7,193 3,286 1,206 894 331 (11) 2,472 1,134 154 7,297 3,221 1,050 852 336 (13)
1% 3%
0%
$ 13,278 $ 13,807
-4%
1 Footnotes 1Prior-period amounts have been reclassified to reflect the current presentation. 2Revenues from ongoing businesses are revenues from reportable segments and Corporate & Other (which includes the Media business) less eliminations. Other businesses (see note (3) below) are excluded. To facilitate comparison of actual results to the 2012 business outlook, ongoing businesses include the Financial & Risk segment's Investor Relations, Public Relations and Multimedia businesses (Corporate Services), which were announced for sale in December 2012. 3Other businesses are businesses that have been or are expected to be exited through sale or closure that did not qualify for discontinued operations classification, except for Corporate Services (see note (2) above). Twelve Months Ended December 31, (Millions of U.S. dollars) Other Businesses Revenues Operating Profit Depreciation and Amortization of Computer Software EBITDA Capital Expenditures Less Proceeds from Disposals $ 379 18 $1,064 238 2012 2011
5 23
55 293
$ 15
$ 75
4Thomson Reuters defines adjusted EBITDA as underlying operating profit excluding the related depreciation and amortization of computer software but including integration programs expenses. Adjusted EBITDA margin is adjusted EBITDA expressed as a percentage of revenues from ongoing businesses. Capital expenditures less proceeds from disposals (excluding Other businesses (see note (3) above) are also removed to arrive at adjusted EBITDA less capital expenditures. 5Underlying operating profit is operating profit from reportable segments and Corporate & Other (includes Media). Underlying operating profit margin is the underlying operating profit expressed as a percentage of revenues from ongoing businesses. 6Adjusted earnings and adjusted earnings per share include dividends declared on preference shares and integration programs expenses, but exclude the pre-tax impacts of amortization of
other identifiable intangible assets as well as the post-tax impacts of fair value adjustments, other operating (gains) and losses, certain impairment charges, the results of Other businesses (see note (3) above), other finance (income) costs, Thomson Reuters share of post-tax earnings and impairment in equity method investees, discontinued operations and other items affecting comparability. Adjusted earnings per share is calculated using diluted weighted average shares and does not represent actual earnings or loss per share attributable to shareholders. 7Free cash flow is net cash provided by operating activities less capital expenditures, other investing activities and dividends paid on the company's preference shares. Other businesses (see note (3) above) are also removed to arrive at free cash flow from ongoing businesses 2 Footnotes 1Prior-period amounts have been reclassified to reflect the current presentation. 2Revenues from ongoing businesses are revenues from reportable segments and Corporate & Other (which includes the Media business) less eliminations. Other businesses (see note (3) below) are excluded. To facilitate comparison of actual results to the 2012 business outlook, ongoing businesses include the Financial & Risk segment's Investor Relations, Public Relations and Multimedia businesses (Corporate Services), which were announced for sale in December 2012. 3Other businesses are businesses that have been or are expected to be exited through sale or closure that did not qualify for discontinued operations classification, except for Corporate Services (see note (2) above). Twelve Months Ended December 31, (Millions of U.S. dollars) Other Businesses Revenues Operating Profit $ 379 18 $1,064 238 2012 2011
Depreciation and Amortization of Computer Software 5 EBITDA Capital Expenditures Less Proceeds from Disposals 23
55 293
$ 15
$ 75
4Thomson Reuters defines adjusted EBITDA as underlying operating profit excluding the related depreciation and amortization of computer software but including integration programs expenses. Adjusted EBITDA margin is adjusted EBITDA expressed as a percentage of revenues from ongoing businesses. Capital expenditures less proceeds from disposals (excluding Other businesses (see note (3) above) are also removed to arrive at adjusted EBITDA less capital expenditures. 5Underlying operating profit is operating profit from reportable segments and Corporate & Other (includes Media). Underlying operating profit margin is the underlying operating profit expressed as a percentage of revenues from ongoing businesses. 6Adjusted earnings and adjusted earnings per share include dividends declared on preference shares and integration programs expenses, but exclude the pre-tax impacts of amortization of other identifiable intangible assets as well as the post-tax impacts of fair value adjustments, other operating (gains) and losses, certain impairment charges, the results of Other businesses (see note (3) above), other finance (income) costs, Thomson Reuters share of post-tax earnings and impairment in equity method investees, discontinued operations and other items affecting comparability. Adjusted earnings per share is calculated using diluted weighted average shares and does not represent actual earnings or loss per share attributable to shareholders. 7Free cash flow is net cash provided by operating activities less capital expenditures, other investing activities and dividends paid on the company's preference shares. Other businesses (see note (3) above) are also removed to arrive at free cash flow from ongoing businesses.
BUSINESS SEGMENT ADJ USTED EBITDA (4) In Millions of U.S. Dollars (Unaudited) Twelve Months Ended December 31,
Adjusted EBITDA Financial & Risk Legal Tax & Accounting Intellectual Property & Science Corporate & Other (includes Media) Integration programs expenses Adjusted EBITDA
2012
2011 (1)
Change
$ 1,842 $ 1,972 1,243 376 303 (235) 1,210 332 296 (227) (215)
-7% 3% 13% 2%
$ 3,529 $ 3,368
5%
BUSINESS SEGMENT UNDERLYING OPERATING PROFIT (5) In Millions of U.S. Dollars (Unaudited) Twelve Months Ended December 31,
Underlying Operating Profit Financial & Risk Legal Tax & Accounting Intellectual Property & Science Corporate & Other (includes Media) Underlying Operating Profit
2012
2011 (1)
Change
$ 1,215 $ 1,396 964 261 235 (270) 941 237 237 (270)
$ 2,405 $ 2,541
-5%
BUSINESS SEGMENT ADJ USTED EBITDA (4) AND ADJUSTED EBITDA LESS CAPITAL EXPENDITURES In Millions of U.S. Dollars (Unaudited) Twelve Months Ended December 31,
Adjusted EBITDA Financial & Risk Legal Tax & Accounting Intellectual Property & Science Corporate & Other (includes Media) Integration programs expenses Adjusted EBITDA Less: Capital expenditures, less proceeds from disposals (excluding Other businesses) (3)
2012
2011 (1)
Change
$ 1,842 $ 1,972 1,243 376 303 (235) 3,529 1,210 332 296 (227) (215) 3,368
-7% 3% 13% 2%
5%
962
966
0%
$ 2,567 $ 2,402
7%
CONSOLIDATED INCOME STATEMENT Twelve Months Ended December 31, 2012 2011
Revenues Operating Expenses Depreciation Amortization of Computer Software Amortization of Other Identifiable Intangible Assets Goodwill Impairment Other Operating Gains, Net Operating Profit (Loss) Finance Costs, Net: Net Interest Expense Other Finance Income (Costs) Income (Loss) Before Tax and Equity Method Investees Share of Post-Tax Earnings and Impairment in Equity Method Investees Tax Expense Earnings (Loss) from Continuing Operations Earnings from Discontinued Operations, Net of Tax Net Earnings (Loss)
(390) 40 2,301
2,070 53
(1,390) (2)
Earnings (Loss) Per Share Basic Earnings (Loss) Per Share: From Continuing Operations From Discontinued Operations Basic Earnings (Loss) Per Share Diluted Earnings (Loss) Per Share: From Continuing Operations From Discontinued Operations Diluted Earnings (Loss) Per Share $ 2.49 $ 2.49 $ (1.68) 0.01 $ (1.67) $ 2.50 $ 2.50 $ (1.68) 0.01 $ (1.67)
CONSOLIDATED STATEME NT OF FINANCIAL POSI TION In Millions of U.S. Dollars Twelve Months Ended December 31,
Assets Cash and Cash Equivalents Trade and Other Receivables Other Financial Assets Prepaid Expenses and Other Current Assets Current Assets Excluding Assets Held for Sale Assets Held for Sale
2012
2011
Current Assets Computer Hardware and Other Property, Net Computer Software, Net Other Identifiable Intangible Assets, Net Goodwill Other Financial Assets Other Non-Current Assets Deferred Tax Total Assets
Liabilities and Equity Liabilities Current Indebtedness Payables, Accruals and Provisions Deferred Revenue Other Financial Liabilities Current Liabilities Excluding Liabilities Associated with Assets Held for Sale Liabilities Associated with Assets Held for Sale Current Liabilities Long-Term Indebtedness Provisions and Other Non-Current Liabilities Other Financial Liabilities $ 1,008 2,633 1,224 95 $ 434 2,675 1,379 81
Deferred Tax Total Liabilities Equity Capital Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders Equity Non-Controlling Interests Total Equity Total Liabilities and Equity
1,305 $ 15,074
1,422 $ 15,726
Cash Provided By (Used In): Operating Activities Net Earnings (Loss) Adjustments for: Depreciation Amortization of Computer Software Amortization of Other Identifiable Intangible Assets Goodwill Impairment
2012
2011
$ 2,123
$ (1,392)
Net Gains on Disposals of Businesses and Investments Deferred Tax Other Changes in Working Capital and Other Items Net Cash Provided by Operating Activities Investing Activities Acquisitions, Net of Cash Acquired Proceeds from Other Disposals, Net of Taxes Paid Capital Expenditures, Less Proceeds from Disposals Other Investing Activities Investing Cash Flows from Continuing Operations Investing Cash Flows from Discontinued Operations Net Cash Used in Investing Activities Financing Activities Proceeds from Debt Repayments of Debt Net (Repayments) Borrowings Under Short-Term Loan Facilities Repurchases of Common Shares
Dividends Paid on Preference Shares Dividends Paid on Common Shares Other Financing Activities Net Cash Used in Financing Activities Translation Adjustments on Cash and Cash Equivalents Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at End of Period
(5)
Thomson Reuters Corporation is a multinational media and information firm based in New [3] York City. It was created by the Thomson Corporation's purchase of British-based Reuters [4] Group on 17 April 2008. The Woodbridge Company, a holding company for the Thomson [5] family of Canada, owns 53% of the group, which operates in more than 100 countries, and has [2] more than 60,000 employees. Thomson Reuters was ranked as Canada's "leading corporate [6] brand" in the 2010 Interbrand Best Canadian Brands ranking. It is headquartered at 3 Times Square, Manhattan, New York City.
Contents
[hide]
1 History
o o o
1.1 The Thomson Corporation 1.2 Reuters Group 1.3 Post acquisition
2 Operations 3 Market position and antitrust review 4 Purchase process 5 Acquisitions 6 Sponsorships 7 See also 8 References 9 Further reading 10 External links
Main article: Reuters Group The Company was founded by Paul Julius Reuter in 1851 in London as a business transmitting [7] stock market quotations. Reuter set up his "Submarine Telegraph" office in October 1851 and negotiated a contract with the London Stock Exchange to provide stock prices from the continental exchanges in return for access to London prices, which he then supplied to [7] stockbrokers in Paris, France. In 1865, Reuters in London was the first organization to report [7] the assassination of Abraham Lincoln. The company was involved in developing the use [7] of radio in 1923. It was acquired by the British National & Provincial Press in 1941 and first [7] listed on the London Stock Exchange in 1984. Reuters began to grow rapidly in the 1980s, widening the range of its business products and expanding its global reporting network for media, financial and economic services: key product launches included Equities 2000 (1987), Dealing 2000-2 (1992), Business Briefing (1994), Reuters Television for the financial markets (1994), 3000 Series (1996) and the Reuters 3000 Xtra service (1999)and Thomson [7] Reuters Eikon (2011).
Legal: Formerly North American Legal and Legal & Regulatory; including West, makers of Westlaw, and Carswell
Intellectual Property & Science: Formerly Thomson Healthcare and Thomson Scientific
Thomson Healthcare and Thomson Scientific were merged, then sold in 2012, and is now Truven Health Analytics.
Thomson Reuters shares are listed on the Toronto Stock Exchange (TSX: TRI) and the New York Stock Exchange (NYSE: TRI).
The transaction was reviewed by the U.S. Department of Justice and by the European Commission. On February 19, 2008, both the Department of Justice and the Commission [17] cleared the transaction subject to minor divestments. The Department of Justice required the parties to sell copies of the data contained in the following products: Thomson's WorldScope, a global fundamentals product; Reuters Estimates, an earnings estimates product; and Reuters Aftermarket (Embargoed) Research Database, an analyst research distribution product. The proposed settlement further requires the licensing of related intellectual property, access to personnel, and transitional support to ensure that the buyer of each set of data can continue to [18] update its database so as to continue to offer users a viable and competitive product. The European Commission imposed similar divestments: according to the Commission's press release, "the parties committed to divest the databases containing the content sets of such financial information products, together with relevant assets, personnel and customer base as appropriate to allow purchasers of the databases and assets to quickly establish themselves as a credible competitive force in the marketplace in competition with the merged entity, re[19] establishing the pre-merger rivalry in the respective fields."
These remedies are viewed as very minor given the scope of the transaction. According to the Financial Times, "the remedy proposed by the competition authorities will affect no more than [20] $25m of the new Thomson Reuters groups $13bn-plus combined revenues." The transaction was cleared by the Canadian Competition Bureau.
[21] [22]
In November 2009, The European Commission opened formal anti-trust proceedings against Thomson Reuters concerning a potential infringement of the EC Treaty's rules on abuse of a dominant market position (Article 82). The Commission investigated Thomson Reuters' practices in the area of real-time market datafeeds, and in particular whether customers or competitors were prevented from translating Reuters Instrument Codes (RICs) to alternative identification codes of other datafeed suppliers (so-called 'mapping') to the detriment of competition. In December 2012, the European Commission adopted a decision that renders legally binding the commitments offered by Thomson Reuters to create a new licence ("ERL") allowing customers, for a monthly fee, to use Reuters Instrument Codes (RICs) in applications for data sourced from [23] Thomson Reuters' real time consolidated datafeed competitors to which they have moved.
In December 2011, Thomson Reuters acquired Emochila, a website development firm in the tax and accounting space, in order to further integrate its CS suite of products onto a cloud-based [42] platform. In January 2012, Thomson Reuters acquired Dr Tax, Canadas largest independently owned [43] [44] developer of income tax software for accounting firms and consumers. In February 2012, Thomson Reuters acquired RedEgg, a provider of media intelligence solutions [45] for public relations and marketing professionals. On 8 June 2012, Thomson Reuters acquired Apsmart, a London-based company specializing in [46] design and development of mobile solutions.
On 25 June 2012, Thomson Reuters acquired Zawya Limited, a regional provider of business [47] intelligence and unique tools for financial professionals in the Middle East and North Africa . On 10 July 2012, Thomson Reuters acquired FX Alliance Inc, an independent provider of [48] electronic foreign exchange trading solutions to corporations and asset managers. On 26 July 2012, Thomson Reuters announced acquisition of MarkMonitor, a San Francisco[49] based company specializing in internet brand protection software and services. In 16 April 2013, Thomson Reuters acquired Select TaxWorks Assets of RedGear [50] Technologies. In 6 June 2013, Thomson Reuters acquired Pricing Partners, a provider of OTC Derivatives [51] Pricing Analytics and independent valuation. In 2 July 2013, Thomson Reuters acquired the foreign exchange options business of [52] Tradeweb.
Sponsorships