-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RrHePTkJSoZLCn3QQrkQCNxUeeGhKjn3FVRCG+g32o+P/hdtfnJDLplCSgpQLoYA mPVgqJWvFO23/8qF5xKzRA== 0001156973-08-000316.txt : 20080317 0001156973-08-000316.hdr.sgml : 20080317 20080317121706 ACCESSION NUMBER: 0001156973-08-000316 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080317 FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REUTERS GROUP PLC /ADR/ CENTRAL INDEX KEY: 0001056084 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-08354 FILM NUMBER: 08691841 BUSINESS ADDRESS: STREET 1: THE REUTERS BUILDING STREET 2: SOUTH COLONNADE, CANARY WHARF CITY: LONDON STATE: X0 ZIP: E14 5EP BUSINESS PHONE: 44 (0) 207 542 6706 MAIL ADDRESS: STREET 1: THE REUTERS BUILDING STREET 2: SOUTH COLONNADE, CANARY WHARF CITY: LONDON STATE: X0 ZIP: E14 5EP FORMER COMPANY: FORMER CONFORMED NAME: REUTERS GROUP PLC /ADR/ DATE OF NAME CHANGE: 20010705 6-K 1 u55178e6vk.htm 6-K 6-k
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of MARCH 2008
Commission File Number 333-08354
REUTERS GROUP PLC
(Translation of registrant’s name into English)
THE REUTERS BUILDING, SOUTH COLONNADE, CANARY WHARF,
LONDON E14 5EP


(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F þ
Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o  No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .
 
 

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
REUTERS GROUP PLC
(Registrant)
Date 17 March 2008
 
       
By:
  /s/ Nancy C Gardner  
 
   
 
  NANCY GARDNER,
AUTHORISED SIGNATORY AND 
GENERAL COUNSEL, AMERICAS 

 


 

SUPPLEMENTARY PROSPECTUS DATED 14 MARCH 2008
 
This document, which comprises a supplementary prospectus relating to Thomson Reuters PLC prepared in accordance with the Prospectus Rules made under Section 73A of the Financial Services and Markets Act 2000 (“FSMA”), has been filed with the Financial Services Authority (“FSA”) and made available to the public as required by Rule 3.2 of the Prospectus Rules. This document has been approved as a supplementary prospectus pursuant to Section 87A of the FSMA.
 
This document is supplemental to and must be read in conjunction with the prospectus dated 29 February 2008 (the “Prospectus”). Save as disclosed in this document, since the publication of the Prospectus, there have been no other significant new factors, material mistakes or inaccuracies relating to the information included in the Prospectus. You should read this document and the Prospectus in their entirety. See in particular Part II (Risk Factors) of the Prospectus for a discussion of certain risks and other factors that should be considered by Reuters Shareholders, Reuters ADS Holders and potential Thomson Reuters Shareholders and investors.
 
Except where the context otherwise requires, capitalised terms used in this document have the meanings ascribed to them in Part XXII (Definitions) of the Prospectus.
 
 
Reuters Group PLC
(Incorporated and registered in England and Wales
under the Companies Act 1985 with registered number 3296375)
and
Thomson Reuters PLC
(Incorporated and registered in England and Wales
under the Companies Act 1985 with registered number 6141013)
Recommended Acquisition of Reuters Group PLC by
The Thomson Corporation
 
Introduction of up to 203,000,000 ordinary shares in Thomson Reuters PLC
of 1000 pence each to the Official List
Sponsored by Citi
 
 
The availability of the Thomson Reuters PLC Shares, the Thomson Reuters PLC ADSs and the Loan Notes to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of and observe any applicable requirements.
 
No Thomson Reuters PLC Shares have been marketed to, or are available for purchase by, the public in the United Kingdom or elsewhere in connection with the Introduction and Admission of the Thomson Reuters PLC Shares to trading on the London Stock Exchange’s main market for listed securities.
 
Application will be made to the FSA and to the London Stock Exchange, respectively, for the entire ordinary share capital of Thomson Reuters PLC, issued and to be issued, to be admitted to the Official List and to trading on the London Stock Exchange’s main market for listed securities. Admission to the Official List, together with admission to trading on the London Stock Exchange’s main market for listed securities (“Admission”), constitutes admission to official listing on a stock exchange in the United Kingdom. It is currently expected that Admission of the Thomson Reuters PLC Shares, to be issued to persons on the Reuters Group PLC register of members at 6.00 p.m. (London time) on 16 April 2008, to the Official List and to trading on the London Stock Exchange’s main market for listed securities will become effective and that unconditional dealings will commence in the Thomson Reuters PLC Shares at 8.00 a.m. (London time) on 17 April 2008. In addition, Thomson Reuters PLC has provided notification to Nasdaq of the substitution listing of the Thomson Reuters PLC ADSs on the Nasdaq Global Select Market. No application is currently intended to be made for the Thomson Reuters PLC Shares to be admitted to listing or dealing on any other exchange.
 
No person has been authorised to give any information or make any representations other than those contained in this document and the Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised. The information contained in this document is accurate as at the date of this document, regardless of the time of delivery of this document or of any issue or allotment of Thomson Reuters PLC Shares. Neither the delivery of this document nor any issue and allotment made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of Thomson Reuters PLC since the date hereof or that the information in this document is correct as at any time subsequent to the date of this document. Nothing in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Reuters, Thomson Reuters or Thomson except where otherwise stated. The information in this document will be updated as required by the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules or otherwise as required by applicable law, rule or regulation, as appropriate.


 

IMPORTANT NOTICE
 
Citi is acting as joint corporate broker to Reuters and as sponsor to Thomson Reuters PLC in connection with Admission and is also providing financial advice to Reuters and is acting for no one else in connection with the Transaction or Admission and will not be responsible to anyone other than Reuters and Thomson Reuters PLC for providing the protections afforded to the clients of Citi, nor for providing advice in relation to the Transaction or Admission or any other matter referred to in this document or the Prospectus.
 
INFORMATION FOR OVERSEAS PERSONS
 
The release, publication or distribution of this document and the Prospectus in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction. To the fullest extent permitted by applicable law, Thomson Reuters PLC, Reuters and Thomson disclaim any responsibility or liability for the violation of any applicable restrictions by any person. Neither this document, nor the Prospectus constitutes an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This document and the Prospectus have been prepared for the purposes of complying with English law, the Prospectus Rules, the City Code and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document or the Prospectus had been prepared in accordance with the laws of jurisdictions outside England and Wales.
 
The Thomson Reuters PLC Shares to be issued under the Scheme, including those represented by Thomson Reuters PLC ADSs, will be issued in reliance upon the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”), provided by section 3(a)(10) thereof and, as a consequence, the issuance of Thomson Reuters PLC Shares will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Persons who are affiliates of Thomson Reuters PLC after the Effective Date will be subject to certain US transfer restrictions relating to Thomson Reuters PLC Shares received under the Scheme, including those represented by Thomson Reuters PLC ADSs. The Loan Notes have not been, and will not be, registered under the US Securities Act, or under the laws of any state, district or other jurisdiction of the United States or New Zealand and no regulatory clearances in respect of the Loan Notes have been, or will be, applied for in any jurisdiction. Accordingly, the Loan Notes are not being offered in, and may not be transferred into, the United States or New Zealand or any other jurisdiction where the sale, issue or transfer of the Loan Notes would be a contravention of applicable law or in the event that Thomson Reuters PLC regards the sale, issue or transfer restrictions as unduly onerous. The attention of Overseas Shareholders or other recipients of this document or the Prospectus who are residents or citizens of, or located in, any country other than the United Kingdom is drawn to Part XIX (Additional Information for Overseas Shareholders) of the Prospectus.
 
The Transaction relates to the acquisition of shares in an English company and is proposed to be made by means of a scheme of arrangement under English company law. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable to English schemes of arrangement, and the information disclosed in this document and the Prospectus may not be the same as that which would have been disclosed if this document and the Prospectus had been prepared for the purpose of complying with the registration requirements of the US Securities Act or in accordance with the laws or regulations of any other jurisdiction. Financial information included in the relevant documentation has been prepared in accordance with International Financial Reporting Standards as adopted by the EU (“IFRS”) and accounting standards applicable in Canada and may not be comparable to financial statements of US companies.


ii


 

 
TABLE OF CONTENTS
 
             
        Page
 
  SUPPLEMENTARY SUMMARY     1  
  REUTERS GROUP PLC UNAUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2007     3  
  ADDITIONAL INFORMATION     38  
 


iii


 

 
PART I
 
SUPPLEMENTARY SUMMARY
 
This document is supplemental to, and should be read in conjunction with, the Prospectus. Following the publication of the Prospectus on 29 February 2008, Reuters subsequently announced its unaudited preliminary results for the year ended 31 December 2007 on 6 March 2008. Thomson Reuters PLC and the Thomson Reuters Proposed Directors regard this information as a significant new factor relating to information contained in the Prospectus and accordingly have prepared and published this document in accordance with Section 87G of FSMA, the Prospectus Rules and the Listing Rules. Save as disclosed in this Part I and Part II of this document, there is no further information that is required to be disclosed in this supplementary prospectus pursuant to Section 87G of the FSMA.
 
The summary below supplements the summary set out in Part I (Summary) of the Prospectus.
 
Reuters Group PLC Unaudited Preliminary Results for the Year Ended 31 December 2007
 
Business performance
 
•    2007 revenue of £2,605 million, up 7% on an underlying basis (excluding acquisitions, disposals and currency) and 1.5% on an actual basis, the principal difference being currency effects
 
•    Trading profit* of £385 million, an underlying increase of 43%, with Core Plus revenue growth and cost savings ahead of plan and new products moving to profitability earlier than expected
 
•    Trading margin* of 14.8%, compared to previous guidance of 13-14%
 
•    Operating profit of £292 million, up 14% after £45 million of Thomson Reuters transaction costs
 
•    Adjusted earnings per share* of 23.0p, up 35%; basic earnings per share of 18.4p, down 22% as a result of once-off disposals in the prior year
 
•    Free cash flow* improvement to £298 million (2006: £225 million), after capital expenditure of £225 million (2006: £228 million)
 
•    Second interim dividend of 7p, bringing full year dividend to 12p (up 9%); £147 million of dividends paid; £174 million returned through share buy-back
 
Operating highlights
 
•    Net sales — the key lead indicator for revenue — strong throughout 2007 and in the first two months of 2008
 
•    Core Plus ahead of guidance: 2.6 percentage points of underlying revenue growth from initiatives in electronic trading, high value content, enterprise solutions and new markets; £50 million incremental cost savings, principally from transformation of software development and communications infrastructure
 
•    Strong performance across all geographic regions: underlying revenue growth of 9% in Asia, 7% in the Americas, 6% in EMEA. Double digit underlying revenue growth in emerging markets (c. 10% of the business)
 
•    Excellent underlying revenue growth in resilient market areas, including transactions, Enterprise Information and Trade and Risk Management
 
Guidance
 
•    Early indications for 2008 are encouraging despite the uncertain market environment, with strong sales momentum reflecting the robustness of Reuters business mix. Reuters expects underlying revenue growth in the first quarter of 2008 to be around 9%.
 
•    Thomson Reuters plans to provide a 2008 outlook when it reports its Q1 results on 1 May 2008.
 
Tom Glocer, Reuters Chief Executive, said: “Reuters has delivered a signature final year as a standalone company. We set ourselves ambitious goals for 2007, did not waver from these, and despite significant integration activities and a volatile market we have exceeded all our targets. I am very proud of what we have achieved over the past year and throughout the period of transformation at Reuters. It is thanks to


1


 

the dedicated efforts of Reuters employees around the world that we can now embark on the creation of Thomson Reuters from a position of strength.
 
“I am delighted that our combination with Thomson has now been approved by the competition authorities, and I am hugely excited about the prospect of creating the leading provider of critical information and decision support tools for businesses and professionals around the world. I am confident that the new Thomson Reuters will deliver outstanding benefits to customers, opportunities for employees and great value for shareholders.”
 
                           
    Year Ended
         
    31 December   Actual %
    Underlying
UNAUDITED
  2007   2006   Change     % Change
 
BUSINESS PERFORMANCE*
    £m     £m              
Revenue
    2,605     2,566     2%       7%
Trading profit*
    385     308     25%       43%
                           
Trading margin*
    14.8%     12.0%              
Adjusted EPS*
    23.0p     17.1p     35%        
STATUTORY RESULTS
                         
Operating profit
    292     256     14%        
Profit before tax
    273     313     (13% )      
Profit for the year from discontinued operations
    14     12     11%        
Profit for the year
    227     305     (26% )      
Basic earnings per share
    18.4p     23.6p     (22% )      
Dividend per ordinary share
    12.0p     11.0p     9%        
 
 
* Refer to discussion of business performance measures used to manage the business on page 3.


2


 

 
PART II
 
REUTERS GROUP PLC UNAUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2007
 
Following the publication of the Prospectus on 29 February 2008, Reuters subsequently announced its unaudited preliminary results for the year ended 31 December 2007 on 6 March 2008. Thomson Reuters PLC and the Thomson Reuters Proposed Directors regard this information as a significant new factor relating to information contained in the Prospectus and accordingly have prepared and published this document in accordance with Section 87G of FSMA, the Prospectus Rules and the Listing Rules. Save as disclosed in Parts I and II of this document, there is no further information that is required to be disclosed in this supplementary prospectus pursuant to Section 87G of FSMA. The full text of the of the Reuters Group PLC preliminary results announcement for the year ended 31 December 2007, as announced on 6 March 2008, is set out below.
 
The financial information concerning Reuters Group PLC contained in this Part II does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985.
 
Reuters Group PLC Unaudited Preliminary Results for year ended 31 December 2007
 
REUTERS GROUP PLC — FULL YEAR RESULTS (UNAUDITED) 6 March 2008
for the year ended 31 December 2007
 
REUTERS FULL YEAR RESULTS
 
Business performance
 
•    2007 revenue of £2,605 million, up 7% on an underlying basis (excluding acquisitions, disposals and currency) and 1.5% on an actual basis, the principal difference being currency effects
 
•    Trading profit*(of £385 million, an underlying increase of 43%, with Core Plus revenue growth and cost savings ahead of plan and new products moving to profitability earlier than expected
 
•    Trading margin* of 14.8%, compared to previous guidance of 13-14%
 
•    Operating profit of £292 million, up 14% after £45 million of Thomson Reuters transaction costs
 
•    Adjusted earnings per share* of 23.0p, up 35%; basic earnings per share of 18.4p, down 22% as a result of once-off disposals in the prior year
 
•    Free cash flow* improvement to £298 million (2006: £225 million), after capital expenditure of £225 million (2006: £228 million)
 
•    Second interim dividend of 7p, bringing full year dividend to 12p (up 9%); £147 million of dividends paid; £174 million returned through share buy-back
 
Operating highlights
 
•    Net sales — the key lead indicator for revenue — strong throughout 2007 and in the first two months of 2008
 
•    Core Plus ahead of guidance: 2.6 percentage points of underlying revenue growth from initiatives in electronic trading, high value content, enterprise solutions and new markets; £50 million
 
 
* This release includes certain non-GAAP figures which are business performance measures used to manage the business. See pages 23 to 35 for explanations and reconciliations to the most directly comparable statutory figures. For certain profit, cost, margin and cash flow measures, Reuters analyses its results both before and after the impact of acquisition related restructuring charges, Thomson deal-related costs, impairments & amortisation of intangibles acquired via business combinations, investment income, profits from disposals of subsidiaries and fair value movements. The adjusted measures are referred to as Trading Profit, Trading Costs, Trading Margin and Trading Cash Flow.
Adjusted EPS is defined as basic EPS from continuing operations before impairments & amortisation of business combination intangibles, investment income, profit on disposals, fair value movements, Thomson deal-related costs and related taxation effects. The impact of recently announced reductions in the corporation tax rates in various countries has also been excluded.
Free cash flow is defined as cash movements, other than those which are either discretionary in nature or unrelated to ongoing recurring operating activities such as acquisitions and disposals and dividends.


3


 

incremental cost savings, principally from transformation of software development and communications infrastructure
 
•    Strong performance across all geographic regions: underlying revenue growth of 9% in Asia, 7% in the Americas, 6% in EMEA. Double digit underlying revenue growth in emerging markets (c. 10% of the business)
 
•    Excellent underlying revenue growth in resilient market areas, including transactions, Enterprise Information and Trade and Risk Management
 
Guidance
 
•    Early indications for 2008 are encouraging despite the uncertain market environment, with strong sales momentum reflecting the robustness of Reuters business mix. Reuters expects underlying revenue growth in the first quarter of 2008 to be around 9%.
 
•    Thomson Reuters will provide full year guidance for the enlarged group with its Q1 results on 1 May 2008.
 
Tom Glocer, Reuters Chief Executive, said: “Reuters has delivered a signature final year as a standalone company. We set ourselves ambitious goals for 2007, did not waver from these, and despite significant integration activities and a volatile market we have exceeded all our targets. I am very proud of what we have achieved over the past year and throughout the period of transformation at Reuters. It is thanks to the dedicated efforts of Reuters employees around the world that we can now embark on the creation of Thomson Reuters from a position of strength.
 
“I am delighted that our combination with Thomson has now been approved by the competition authorities, and I am hugely excited about the prospect of creating the leading provider of critical information and decision support tools for businesses and professionals around the world. I am confident that the new Thomson Reuters will deliver outstanding benefits to customers, opportunities for employees and great value for shareholders.”
 
                           
    Year Ended
         
    31 December   Actual %
    Underlying
UNAUDITED
  2007   2006   Change     % Change
 
BUSINESS PERFORMANCE*
    £m     £m              
Revenue
    2,605     2,566     2%       7%
Trading profit*
    385     308     25%       43%
                           
Trading margin*
    14.8%     12.0%              
Adjusted EPS*
    23.0p     17.1p     35%        
STATUTORY RESULTS
                         
Operating profit
    292     256     14%        
Profit before tax
    273     313     (13% )      
Profit for the year from discontinued operations
    14     12     11%        
Profit for the year
    227     305     (26% )      
Basic earnings per share
    18.4p     23.6p     (22% )      
Dividend per ordinary share
    12.0p     11.0p     9%        
 
 
Refer to definitions of Business Performance Measures on page 3.
 
PROGRESS UPDATE ON THE THOMSON REUTERS TRANSACTION
 
Thomson and Reuters have now obtained all regulatory clearances necessary to close their transaction.
 
In order to facilitate regulatory clearance, Thomson has agreed to sell a copy of the Thomson Fundamentals (Worldscope) database and Reuters has agreed to sell a copy of the Reuters Estimates, Reuters Aftermarket Research and Reuters Economics (EcoWin) databases. The sales include copies of the databases, source data and training materials, as well as certain contracts and employees connected to the databases.
 
Thomson and Reuters retain full ownership of the relevant databases and these undertakings do not affect Thomson’s and Reuters ongoing business or capabilities in these areas. The two companies are not required to complete the sales prior to the closing of the acquisition.


4


 

 
Thomson and Reuters will each now seek shareholder and court approvals.
 
The timetable of principal events is expected to be as follows:-
 
•    Thomson Shareholder Meeting (Toronto) — 26 March
 
•    Reuters Shareholder Meeting (London) — 26 March
 
•    Closing of Transaction and Launch of Thomson Reuters — 17 April
 
•    Cash proceeds distributed to shareholders within 14 days of close
 
This announcement includes forward-looking statements.  See page 36 for a description of risk factors.
 
REUTERS RESULTS — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                 
    Year Ended
 
    31 December  
STATUTORY RESULTS (UNAUDITED)
  2007     2006  
    £m     £m  
 
Revenue
    2,605       2,566  
Operating profit
    292       256  
Net finance costs
    (34 )     (15 )
Profit on disposal of associates, joint ventures & available-for-sale financial assets
    21       76  
Share of post-taxation losses from associates & joint ventures
    (6 )     (4 )
                 
Profit before taxation
    273       313  
                 
Profit for the year from continuing operations
    213       293  
                 
Discontinued operations
               
Profit for the year from discontinued operations
    14       12  
                 
Profit for the year
    227       305  
                 
Basic earnings per share
    18.4p       23.6p  
Dividend per ordinary share
    12.0p       11.0p  
                 
Business Performance Measures* (unaudited)
               
Operating profit
    292       256  
Excluding:
               
Restructuring charges from the acquisition of Telerate
          13  
Thomson deal-related costs
    45        
Impairments & amortisation of business combination intangibles
    40       24  
Investment Income
    (1 )      
Profit on disposal of subsidiaries
    (3 )     (4 )
Fair value movements
    12       19  
                 
Trading profit*
    385       308  
                 
Trading margin*
    14.8%       12.0%  
Adjusted PBT**
    345       276  
Adjusted earnings**
    285       222  
Adjusted EPS*
    23.0p       17.1p  
                 
 
 
*   Refer to definitions of Business Performance Measures on page 3.
 
**  Adjusted PBT is trading profit adjusted for associates and joint ventures and interest. Adjusted earnings is adjusted PBT less the adjusted tax charge. See reconciliation 1 on page 26.
 
Revenue
 
Full year revenue was £2,605 million, up 7% on an underlying basis (excluding acquisitions, disposals and currency) and 1.5% in actual terms, with the main difference between the two growth rates being the weakening of the US dollar against Sterling in the first half of the year. The acquisitions of Application Networks in 2006 and ClearForest and FERI in 2007 made a small contribution to 2007 revenue growth.
 
Core Plus initiatives contributed an additional £63 million of revenue in 2007, equivalent to 2.6 percentage points of underlying growth, giving cumulative Core Plus revenue of £95 million. The most significant


5


 

sources of growth were the addition of high value content to Reuters Knowledge; new market initiatives in Consumer Media, China and India; next generation electronic trading initiatives such as Prime Brokerage; and new enterprise solutions such as Reuters Datascope and Reuters Datafeed Direct. Reuters is now on track to exceed the three percentage points of underlying revenue growth from Core Plus in 2008 indicated when Core Plus was launched in 2005.
 
Excluding the effects of Core Plus, the core business saw underlying revenue growth of 4.4%, driven by a two percentage point uplift from the 2007 price increase, and volume growth. The key drivers of volume growth were Reuters 3000 Xtra, Reuters Knowledge and Enterprise Information products. Price increases are expected to contribute approximately the same level of growth in 2008 as in 2007.
 
Revenue grew strongly on an underlying basis in all geographic regions in 2007. Asia, with 9% underlying revenue growth (flat on an actual basis), was Reuters fastest growing region and delivered double digit growth in China, India and other emerging markets supported by good progress in Japan. The Americas saw underlying growth of 7% (a decline of 1% on an actual basis), with demand for enterprise products and Reuters Knowledge content feeds and desktops remaining strong throughout the year. Europe, Middle East & Africa grew at an underlying 6% (3% on an actual basis), with Reuters broad footprint in high growth areas such as Central and Eastern Europe, the Nordic regions and the Gulf supporting good growth in France, Germany and the UK, and offsetting consolidation-driven declines in Italy.
 
Trading Costs
 
Trading costs (including Core Plus investments for growth and transformation) totalled £2,220 million in 2007 (2006: £2,258 million). The decrease in trading costs, in absolute terms, reflected accelerated Core Plus savings of an incremental £50 million and a £99 million cost reduction from currency effects, which more than offset £24 million of new cost associated with Core Plus. Careful cost control kept core cost inflation below the rate of core revenue growth.
 
Trading Profit
 
Reuters delivered trading profit of £385 million (2006: £308 million). Trading profit growth was driven by revenue increases, continued tight cost control and £89 million net benefit from Core Plus initiatives. The business delivered trading margins of 14.8% after Core Plus investment.
 
Currency
 
Currency effects reduced 2007 revenue by £135 million (5.7%) and trading profit by £36 million. The main driver was the weakening against Sterling of the US Dollar, particularly in the first half, with the weakening of the Yen and other currencies also contributing.
 
                   
    Full Year
  H1
  Full Year
Average Exchange Rates
  2007   2007   2006
 
£/$US
    2.00     1.97     1.83
£/€
    1.47     1.48     1.47
£/¥
    235.29     234.48     212.92
 
Operating Profit
 
Operating profit rose by 14% to £292 million (2006: £256 million). This growth reflects the improvement in trading profit, partly offset by £45 million of costs associated with the Thomson Reuters transaction.
 
Profit before taxation
 
Profit before taxation of £273 million (2006: £313 million) reflects lower profits from disposals than in 2006, when Reuters sold the majority of its stake in Factiva. The major driver of Reuters £6 million share of losses from associates and joint ventures was FXMarketSpace.
 
Profit for the year
 
Statutory profit for the year of £227 million (2006: £305 million) included £14 million from discontinued operations, representing amounts received from Instinet and Radianz on settlement of historic tax liabilities.


6


 

 
Adjusted earnings per share
 
Adjusted earnings per share rose by 35% to 23.0p (2006: 17.1p), boosted by growth in trading profit and an effective tax rate of 17% (2006: 20%). The average number of shares in issue fell to 1,239 million, largely as a result of the share buyback (2006: 1,297 million).
 
Basic earnings per share
 
Basic EPS declined by 22% to 18.4p (2006: 23.6p), with the reduction in profits on disposal offsetting gains in trading profit.
 
Cash flow
 
Free cash flow totalled £298 million in 2007, a further improvement over the £225 million delivered in 2006. This reflects higher trading profit, lower cash restructuring charges and continued focus on the management of working capital. Capital expenditure of £225 million (2006: £228 million) was in line with management’s commitment to maintain 2006 spending levels.
 
Cash conversion (i.e. trading cash flow divided by trading profit) in 2007 was 92%, rising to 100% on a rolling two year basis.
 
Reuters had net debt of £377 million at 31 December 2007 (2006: £333 million), reflecting free cash flow offset by returns to shareholders of £321 million via the dividend and the share buyback.
 
Share buyback
 
Reuters returned a total of £174 million to shareholders through its on-market buyback programme in 2007. The total returned to shareholders since the inception of the buy back programme in July 2005 now stands at £1.1 billion, at a volume weighted average price of £4.32. The programme was suspended at the time of the announcement of the recommended transaction between Thomson and Reuters. It resumed with an irrevocable arrangement to repurchase up to 50 million ordinary shares between 13 December 2007 and the announcement to the market that all regulatory pre-conditions for the proposed transaction had been satisfied or waived. Of this 50 million shares, 5 million had been repurchased by 31 December 2007 and an additional 28 million by the time the buyback stopped on 19 February 2008.
 
Reuters intends to restart its share repurchase programme as soon as legally permissible. This repurchase programme, up to the previous threshold of 50 million shares, will continue until completion of the Transaction or such earlier time as the Board may determine.
 
Dividend
 
The Directors declared a dividend of 12p at the time of the announcement of the Thomson Reuters transaction, 5p of which was paid in September 2007.
 
The projected dividend schedule for the remaining Reuters dividends is as follows.
 
             
    Amount (£)   Record Date   Payment Date
 
2007 2nd interim dividend
  0.07   25/03/2008   01/05/2008
2008 stub dividend1
  0.0324   16/04/2008   01/05/2008
 
 
1  Represents accrued / pro-rated dividends from 1 January 2008 through 16 April 2008, the day before the anticipated Effective Date. The accrual / pro-ration is based on £0.0551 per share.


7


 

SALES & TRADING DIVISION RESULTS — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                                 
    Year Ended
             
    31 December     % Change
    % Change
 
    2007     2006*     Actual     Underlying  
    £m     £m              
 
Revenue
    1,619       1,661       (2% )     3%  
Trading costs
    (1,376 )     (1,439 )     (4% )      
Trading profit
    243       222       9%       28%  
                                 
Trading margin
    15%       13%                  
                                 
Operating profit**
    206       182                  
                                 
 
 
*   As discussed in note 11 on page 20, 2006 comparatives have been restated to decrease revenues in Sales & Trading by £29 million and decrease operating costs by £37 million.
 
**  Sales & Trading operating profit is stated prior to any impact in respect of £45 million of Thomson deal-related costs, which relate to Reuters as a whole and cannot be directly attributed or allocated to divisions on a reasonable basis.
 
Sales & Trading revenue was £1,619 million in 2007, an underlying increase of 3%. On an actual basis, currency effects resulted in a 2% decrease in revenue. Trading profit increased by an underlying 28% (9% on an actual basis), reflecting a net benefit from Core Plus and tight cost control as well as revenue growth. The division’s trading margin was 15%.
 
The Sales & Trading division’s strategic focus is to become the leading provider of content and transactions services for traders and salespeople, across the financial markets globally. At its heart is Reuters foreign exchange franchise, which provides the news, pricing and transaction systems essential to the functioning of this global market. Profitable growth in Sales & Trading is being driven by expanding transactions capabilities across asset classes, exploiting opportunities in new and emerging markets and reducing the cost and complexity of technology platforms. The division further strengthened its value proposition in 2007 by being early to market with facilities to help customers overcome the challenges presented by MiFID.
 
The key product drivers of the Sales & Trading division in 2007 were:
 
•    Reuters Xtra family revenues, which grew an underlying 10% to £1,042 million. Usage revenues grew an underlying 19%, reflecting the strength of Reuters foreign exchange franchise as Reuters Prime Brokerage, Reuters Matching and Reuters Electronic Trading benefited from increased trading volumes in buoyant foreign exchange markets
 
•    Revenue from Trader family products, which declined 20% on an underlying basis to £279 million. This reflects customer migrations from legacy products, principally Telerate and the 2000/3000 series. Revenue attrition from Telerate has remained at around two percentage points of Sales & Trading revenue (one percentage point of Group revenue), as expected. The Telerate migration is now substantially complete.
 
Revenue from recoveries (exchange fees and specialist data) grew by an underlying 10% to £298 million, driven in part by exchange fee price increases.
 
Core Plus initiatives in Sales & Trading saw revenue benefit from Reuters suite of new electronic trading products, such as Reuters Trading for FX, and in developing markets such as China and India. While investment continued in new transaction systems and common product technology platforms, there were significant cost savings, specifically in communications infrastructure.


8


 

RESEARCH & ASSET MANAGEMENT DIVISION RESULTS — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                             
    Year Ended
         
    31 December     % Change
  % Change
    2007     2006*    
Actual
 
Underlying
    £m     £m          
 
Revenue
    363       304       20%     25%
Trading costs
    (328 )     (314 )     5%     10%
Trading profit / (loss)
    35       (10 )        
                             
Trading margin
    10%       (3% )            
                             
Operating profit / (loss)**
    29       (15 )            
                             
 
 
*   As discussed in note 11 on page 20, 2006 comparatives have been restated to increase revenues in Research & Asset Management by £6 million and increase operating costs by £9 million.
 
**  Research & Asset Management operating profit / (loss) is stated prior to any impact in respect of £45 million of Thomson deal-related costs, which relate to Reuters as a whole and cannot be directly attributed or allocated to divisions on a reasonable basis.
 
Research & Asset Management revenue in 2007 grew 25% on an underlying basis (20% on an actual basis) to £363 million. Growth excluding the impact of migrations from Sales & Trading was an underlying 18%. The division reached profitability in 2007, delivering trading profit of £35 million with a trading margin of 10%. This reflected strong revenue growth and operational leverage in the division.
 
Research & Asset Management aims to provide independent content and insight to two user communities: Investment Banking, Investment Management & Corporates and Wealth Management.
 
Investment Banking, Investment Management & Corporates revenues grew 34% on an underlying basis to £229 million. Quarterly content and functionality enhancements sustained growth, both of feeds for integration into customer systems and of Reuters Knowledge desktops, which now number 17,000. Reuters Knowledge embedded within Reuters 3000 Xtra continued to sell well.
 
Revenue from the Wealth Management customer base grew 11% on an underlying basis to £134 million, driven by continued customer demand for online feed and web based solutions, as well as 11% underlying growth in Lipper funds information revenue.
 
The key contribution to Core Plus revenue in Research & Asset Management came from high value content and functionality enhancements in the Reuters Knowledge product family.


9


 

ENTERPRISE DIVISION RESULTS — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                             
    Year Ended
         
    31 December     % Change
  % Change
    2007     2006*     Actual   Underlying
    £m     £m          
 
Revenue
    451       431       5%     10%
Trading costs
    (360 )     (350 )     3%     7%
Trading profit
    91       81       11%     21%
                             
Trading margin
    20%       19%              
                             
Operating profit**
    87       75              
                             
 
 
*   As discussed in note 11 on page 20, 2006 comparatives have been restated to increase revenues in Enterprise by £23 million and increase operating costs by £27 million.
 
**  Enterprise operating profit is stated prior to any impact in respect of £45 million of Thomson deal-related costs, which relate to Reuters as a whole and cannot be directly attributed or allocated to divisions on a reasonable basis.
 
Enterprise revenue grew by an underlying 10% (5% on an actual basis) to £451 million in 2007. Trading profit increased by 21% on an underlying basis (11% on an actual basis) and the division’s trading margin was 20%, reflecting strong operational leverage and the benefits of Core Plus.
 
Reuters financial services customers — from banks to hedge funds — are looking to grow revenues and cut costs through increased levels of business automation. Competitive pressure drives the need for more mature proprietary trading, prime brokerage and electronic brokerage operations and the focus on regulatory compliance and risk management remains intense. The breadth, depth and reliability of Reuters Enterprise solutions make it a leader in these fields.
 
Enterprise Information continued to perform strongly.  On an underlying basis, revenue grew 18% to £271 million, supported by the rollout of a new commercial model for licensing machine-readable data, which links revenue more directly to the volume of data being used by customers.
 
Trade and Risk Management saw revenues grow 14% on an underlying basis to £102 million, with particularly strong growth in Germany, Eastern Europe, the Gulf and Asia and good progress in the Americas.
 
Information Management Systems (IMS) revenue showed a 15% underlying decline to £78 million. The continuing impact of withdrawal from the hardware business, the completion of the Reuters Market Data System migration and the obsolescence of Telerate platforms was increasingly offset by revenue from new facilities such as Reuters Wireless Delivery System and Reuters Tick Capture Engine.
 
Investment in Core Plus initiatives continued in 2007 to take advantage of new opportunities, for example in the provision of counterparty data. The key sources of Core Plus revenue in the Enterprise division were Reuters Datascope Real Time, Reuters Datafeed Direct and Reuters Datascope Tick History.


10


 

MEDIA DIVISION RESULTS — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                             
    Year Ended
         
    31 December     % Change
  % Change
    2007     2006*     Actual   Underlying
    £m     £m          
 
Revenue
    172       170       1%     6%
Trading costs
    (156 )     (155 )         4%
Trading profit
    16       15       10%     35%
                             
Trading margin
    9%       9%              
                             
Operating profit**
    15       14              
                             
 
 
*   As discussed in note 11 on page 20, 2006 comparatives have been restated to increase operating costs in Media by £1 million.
 
**  Media operating profit is stated prior to any impact in respect of £45 million of Thomson deal-related costs, which relate to Reuters as a whole and cannot be directly attributed or allocated to divisions on a reasonable basis.
 
Media revenue was £172 million in 2007, an underlying increase of 6% (1% on an actual basis). This reflected a demanding year-on-year comparative in the first half, followed by strong year-on-year growth in the second half. Trading profit increased by an underlying 35% (10% on an actual basis) to £16 million, at a trading margin of 9%.
 
Revenue from Agency Services was £142 million, an underlying increase of 5% (flat on an actual basis). Text and TV subscription revenues saw steady growth, while TV usage revenues recovered in the second half after a tough year-on-year comparison in H1. Pictures was the highest growth area, reflecting 2006 investment in coverage and the new Reuters Pictures Archive.
 
Revenue from Consumer Services, which accounted for the Media division’s Core Plus revenue, rose by an underlying 15% (6% on an actual basis) to £30 million, driven by strong growth in online syndication and advertising. Under Core Plus, the division continued to invest in the marketing capabilities, technology and people needed to build an interactive online advertising business.


11


 

Notes
 
Reuters (www.reuters.com), the global information company, provides indispensable information tailored for professionals in the financial services, media and corporate markets. Through reuters.com and other digital properties, Reuters now also supplies its trusted content direct to individuals. Reuters drives decision making across the globe based on a reputation for speed, accuracy and independence. Reuters has 17,900 staff in 143 countries, including over 2,300 editorial staff in 197 bureaux serving 132 countries. In 2007, Reuters revenues were £2.6 billion.
 
Reuters and the sphere logo are the trade-marks of the Reuters group of companies.
 
Reuters Group preliminary results presentation for investors and analysts will be webcast live today from 11.00 GMT and available for replay from 14.00 GMT at http://about.reuters.com/webcast/resultsq407.
 
Photographs are available at http://about.reuters.com/home/mediarelations/medialibrary/index.aspx
 
This announcement includes forward-looking statements. See page 36 for a description of risk factors.
 
Contacts
 
             
Investors
      Press    
Chris Collett
  Tel: +44 (0) 20 7542 2867   Victoria Brough   Tel: +44 (0) 20 7542 8763
chris.collett@reuters.com
      victoria.brough@reuters.com    


12


 

SUMMARISED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
CONTENTS
 
             
        FINANCIAL STATEMENTS   Page
 
1
    Consolidated income statement for the year ended 31 December 2007 (unaudited)   14
 
2
    Consolidated statement of recognised income and expense for the year ended 31 December 2007 (unaudited)   15
 
3
    Condensed consolidated balance sheet at 31 December 2007 (unaudited)   16
 
4
    Consolidated cash flow statement for the year ended 31 December 2007 (unaudited)   17
 
5
    Basis of preparation (unaudited)   18
 
6
    Consolidated reconciliation of changes in equity (unaudited)   18
 
7
    Net cash flows from operating activities for the year ended 31 December 2007 (unaudited)   19
 
8
    Taxation (unaudited)   19
 
9
    Dividends per share for the year ended 31 December 2007 (unaudited)   19
 
10
    Discontinued operations (unaudited)   20
 
11
    Changes to allocation methodology for segmental reporting (unaudited)   20
           
        REVENUE & ACCESSES    
 
1
    Revenue by division by type — year ended 31 December 2007 (unaudited)   21
 
2
    Revenue by division by product family — year ended 31 December 2007 (unaudited)   22
 
3
    Revenue by geography — year ended 31 December 2007 (unaudited)   22
 
4
    Quarterly non-GAAP product family statistics (unaudited)   23
           
        USE OF NON-GAAP MEASURES    
           
        RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED)    
 
1
    Reconciliation of operating profit to trading profit, adjusted PBT and adjusted earnings (unaudited)   26
 
2
    Reconciliation of operating margin to trading margin (unaudited)   26
 
3
    Reconciliation of operating costs to trading costs by division (unaudited)   27
 
4
    Reconciliation of operating profit to trading profit by division (unaudited)   28
 
5
    Reconciliation of operating margin to trading margin by division (unaudited)   29
 
6
    Reconciliation of non-GAAP basic EPS from continuing operations to basic EPS (unaudited)   30
 
7
    Reconciliation of non-GAAP profit before taxation to profit before taxation (unaudited)   30
 
8
    Reconciliation of actual percentage change to underlying change — revenue by division by type — year ended 31 December 2007 (unaudited)   31
 
9
    Reconciliation of actual percentage change to underlying change — revenue by division by product family — year ended 31 December 2007 (unaudited)   32
 
10
    Reconciliation of actual percentage change to underlying change — revenue by geography — year ended 31 December 2007 (unaudited)   32
 
11
    Reconciliation of actual percentage change to underlying change — quarterly non-GAAP product family statistics (unaudited)   33
 
12
    Reconciliation of actual percentage change to underlying change — quarterly non-GAAP product family statistics (unaudited)   33
 
13
    Reconciliation of actual percentage change to underlying change — trading costs by division — year ended 31 December 2007 (unaudited)   34
 
14
    Reconciliation of actual percentage change to underlying change — trading profit by division — year ended 31 December 2007 (unaudited)   34
 
15
    Components of net debt at 31 December 2007 (unaudited)   34
 
16
    Reconciliation of net cash flow to movement in net debt for year ended 31 December 2007 (unaudited)   34
 
17
    Reconciliation of cash generated from operations to free cash flow and trading cash flow (unaudited)   35
           
        FORWARD-LOOKING STATEMENTS    
 


13


 

FINANCIAL STATEMENTS
 
1)  CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                 
    Year Ended
 
    31 December  
    2007     2006  
    £m     £m  
 
Revenue
    2,605       2,566  
Operating costs
    (2,355 )     (2,351 )
Other operating income
    42       41  
                 
Operating profit
    292       256  
Finance income
    117       72  
Finance costs
    (151 )     (87 )
Profit on disposal of associates, joint ventures & available-for-sale financial assets
    21       76  
Share of post-taxation losses from associates & joint ventures*
    (6 )     (4 )
                 
Profit before taxation
    273       313  
Taxation
    (60 )     (20 )
                 
Profit for the year from continuing operations
    213       293  
                 
DISCONTINUED OPERATIONS
               
Profit for the year from discontinued operations
    14       12  
                 
Profit for the year
    227       305  
                 
EARNINGS PER SHARE
               
Basic
    18.4 p     23.6 p
Diluted
    18.0 p     23.1 p
EARNINGS PER SHARE FROM CONTINUING OPERATIONS
               
Basic
    17.3 p     22.6 p
Diluted
    16.9 p     22.2 p
                 
 
 
Share of post-taxation losses from associates and joint ventures includes a taxation charge of £1 million at December 2007 (December 2006: £2 million).
 
Dividends paid and proposed in the period were £147 million (2006: £134 million).


14


 

2)  CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR THE YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                 
    Year Ended
 
    31 December  
    2007     2006  
    £m     £m  
 
Profit for the year
    227       305  
Actuarial gains on defined benefit plans
    98       6  
Translation differences taken directly to reserves
    20       (95 )
Fair value gains on available-for-sale financial assets
    11       6  
Fair value gains on available-for-sale financial assets taken to the income statement on disposal of assets
    (18 )      
Fair value gains on net investment hedges
    4       34  
Taxation on the items taken directly to or transferred from equity
    (20 )     (4 )
                 
Net gains/(losses) not recognised in income statement
    95       (53 )
                 
Total recognised income for the year
    322       252  
                 


15


 

3)  CONDENSED CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2007 (UNAUDITED)
 
                 
    As at 31 December  
    2007     2006  
    £m     £m  
 
Assets
               
Non-current assets
    1,432       1,314  
Current assets
    547       606  
Non-current assets classified as held for sale
    14        
                 
Total assets
    1,993       1,920  
                 
Liabilities
               
Current liabilities
    (1,268 )     (913 )
Non-current liabilities
    (587 )     (835 )
                 
Total liabilities
    (1,855 )     (1,748 )
                 
Net assets
    138       172  
                 
Shareholders’ equity
               
Share capital
    350       355  
Share premium
    189       141  
Other reserves
    (1,710 )     (1,738 )
Retained earnings
    1,309       1,414  
                 
Total equity
    138       172  
                 


16


 

4)  CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                 
    Year Ended
 
    31 December  
    2007     2006  
    £m     £m  
 
Cash flows from operating activities
               
Cash generated from operations (page 19)
    534       311  
Interest received
    67       42  
Interest paid
    (99 )     (61 )
Tax paid
    (26 )     (34 )
                 
Net cash flow from operating activities
    476       258  
                 
Cash flows from investing activities
               
Acquisitions, net of cash acquired
    (39 )     (67 )
Disposals, net of cash disposed
    23       65  
Purchases of property, plant and equipment
    (116 )     (122 )
Proceeds from sale of property, plant and equipment
    19       5  
Purchases of intangible assets
    (109 )     (106 )
Purchases of available-for-sale financial assets
    (1 )      
Proceeds from sale of available-for-sale financial assets
    23        
Proceeds from closing of derivative contract
    2        
Dividends received
    3       3  
                 
Net cash used in investing activities
    (195 )     (222 )
                 
Cash flows from financing activities
               
Proceeds from issue of shares
    47       32  
Share buyback
    (174 )     (527 )
Decrease/(increase) in short-term deposits
    194       (196 )
(Decrease)/increase in borrowings
    (66 )     270  
Equity dividends paid to shareholders
    (147 )     (134 )
                 
Net cash flow used in financing activities
    (146 )     (555 )
                 
Exchange gains/(losses) on cash and cash equivalents
    2       (13 )
Net increase/(decrease) in cash and cash equivalents
    137       (532 )
                 
Cash and cash equivalents at the beginning of the year
    105       637  
Cash and cash equivalents at the end of the year
    242       105  
                 


17


 

5)   BASIS OF PREPARATION (UNAUDITED)
 
The financial information for the year ended 31 December 2007 included in this report comprises the consolidated income statement, the condensed consolidated balance sheet, the consolidated cash flow statement, the consolidated statement of recognised income and expense and the related notes on pages 18-20.
 
This preliminary financial information has been prepared in accordance with the Listing Rules of the Financial Services Authority and on a basis consistent with the accounting policies set out on pages 78 to 82 of Reuters Group PLC 2006 Annual Report and Form 20-F.
 
The preliminary financial information is unaudited. The financial information set out in this report does not constitute statutory accounts as defined by the Companies Act 1985. Financial information for the year ended 31 December 2006 included herein is derived from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The auditors’ report on those accounts was unqualified and did not contain a statement under section 237(2) or section 237(3) of the Companies Act 1985.
 
6)   CONSOLIDATED RECONCILIATION OF CHANGES IN EQUITY (UNAUDITED)
 
                 
    Year to 31
 
    December  
    2007     2006  
    £m     £m  
 
Balance at beginning of the year
    172       511  
Actuarial gains on defined benefit plans
    98       6  
Translation differences taken directly to reserves
    20       (95 )
Fair value gains on available-for-sale financial assets
    11       6  
Fair value gains on available-for-sale financial assets taken to the income statement on disposal of assets
    (18 )      
Fair value gains on net investment hedges
    4       34  
Taxation on the items taken directly to or transferred from equity
    (20 )     (4 )
                 
Net income/(expense) recognised directly in equity
    95       (53 )
Profit for the year
    227       305  
                 
Total recognised income for the year
    322       252  
                 
Employee share scheme credits
    30       30  
Taxation on employee share schemes
    4       1  
Proceeds from shares issued to ordinary shareholders
    47       32  
Repurchase of own shares
    (121 )     (467 )
Shares to be repurchased
    (169 )     (53 )
Dividends:
               
— Prior year final paid to ordinary shareholders
    (86 )     (81 )
— Current year interim paid to ordinary shareholders
    (61 )     (53 )
                 
Balance at the end of the year
    138       172  
                 


18


 

7)   NET CASH FLOWS FROM OPERATING ACTIVITIES FOR THE YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                 
    Year Ended 31
 
    December  
    2007     2006  
    £m     £m  
 
Net profit from continuing activities
    213       293  
Adjustments for:
               
Depreciation
    96       95  
Amortisation of intangibles
    61       46  
Impairment of intangibles
    21        
Profit on disposal of property, plant and equipment
    (10 )     (2 )
Employee share scheme charges
    34       30  
Foreign exchange losses / (gains)
    18       (14 )
Fair value movements on derivatives
    13       19  
Profits on disposals
    (24 )     (80 )
Income from investments
    (1 )      
Share of post-taxation losses of associates & joint ventures
    6       4  
Finance income
    (117 )     (72 )
Finance expense
    151       87  
Taxation
    60       20  
Movements in working capital:
               
Decrease in inventories
    1        
(Increase) / decrease in trade and other receivables
    (12 )     23  
Increase in trade and other payables
    75       51  
Decrease in pensions deficit
    (26 )     (176 )
Decrease in provisions
    (25 )     (13 )
                 
Cash generated from operations
    534       311  
                 
 
8)   TAXATION (UNAUDITED)
 
The tax expense for the year of £60 million (2006: £20 million) comprises current and deferred tax. Included in tax expense is a reduction in deferred tax assets reflecting tax rate changes in the UK and other jurisdictions. Tax on items in equity has been charged to equity.
 
The current tax expense is based on the results for the year as adjusted for items that are not taxable. Tax is calculated using tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
 
The effective tax rate for the year on profit from continuing operations before impairments and amortisation of business combination intangibles, investment income, profit on disposals, Thomson deal-related costs and fair value movements is 17% (2006: 20%).
 
The tax expense includes a charge of £20 million in respect of UK taxation (2006: credit of £34 million).
 
9)   DIVIDENDS PER SHARE FOR THE YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
             
    Year Ended 31
    December
    2007   2006
    Pence   Pence
 
Dividend per share
           
Prior year final paid
    6.90     6.15
Current year interim paid
    5.00     4.10
             
 
The weighted average number of ordinary shares used for the calculation of earnings per share was 1,239 million for the year ended 31 December 2007 (2006: 1,297 million).


19


 

 
The interim dividend of 5.0 pence per share was payable on 5 September 2007 to ordinary shareholders and on 12 September 2007 to American Depositary Shareholders on the register as at 10 August 2007. The second interim dividend is payable on 1 May 2008 to ordinary shareholders and American Depositary Shareholders on the register at 25 March 2008. The ex-dividend date for the second interim dividend for ordinary shareholders is 19 March 2008, and 20 March 2008 for American Depositary Shareholders,
 
10)  DISCONTINUED OPERATIONS (UNAUDITED)
 
The ’Profit for the year from discontinued operations’ line within the income statement comprises an additional gain of £10 million recognised on the disposal of Instinet Group, which was classified as a discontinued operation in 2005, and an additional gain of £4 million relating to the disposal of Radianz in 2005.
 
             
    Year Ended 31
    December
    2007   2006
    £m   £m
 
Discontinued operations
           
Profit on disposal of subsidiaries (net of taxation of £nil)
    14     12
             
Profit for the year from discontinued operations
    14     12
             
 
11)  CHANGES TO ALLOCATION METHODOLOGY FOR SEGMENTAL REPORTING (UNAUDITED)
 
From 1 January 2007, Reuters made changes to the allocation of revenue and operating costs among business divisions to reflect changes in the management of Communications revenues and Reuters Messaging products, and to reflect improvements to the allocation methodology.
 
Communications revenues are no longer allocated as recoveries to Sales & Trading, but are allocated among business divisions in line with the products with which they are associated. Reuters Messaging costs are no longer allocated to Sales & Trading, but are allocated to Enterprise to reflect the management of the Messaging product within the Enterprise Division. A proportion of Messaging costs are then charged to the other divisions based on desktop accesses, to reflect the value of the embedded Messaging capability in desktop products.
 
2006 comparatives have therefore been restated to decrease recoveries revenues by £80 million, increase other product revenues by £51 million and decrease operating costs by £37 million in Sales & Trading; to increase other product revenue by £6 million and increase operating costs by £9 million in Research & Asset Management; to increase other product revenue by £23 million and increase operating costs by £27 million in Enterprise and to increase operating costs by £1 million in Media.


20


 

 
REVENUE & ACCESSES
 
1)   REVENUE BY DIVISION BY TYPE — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                             
    Year Ended 31
     
    December   % Change  
    2007   2006*   Actual     Underlying  
    £m   £m            
 
Recurring
    1,515     1,564     (3% )     2%  
Usage
    100     93     9%       19%  
Outright
    4     4     (9% )     (4% )
                             
Sales & Trading
    1,619     1,661     (2% )     3%  
                             
Recurring
    359     300     20%       25%  
Usage
    3     3     (3% )     4%  
Outright
    1     1     (30% )     (25% )
                             
Research & Asset Management
    363     304     20%       25%  
                             
Recurring
    384     365     5%       11%  
Outright
    67     66     2%       2%  
                             
Enterprise
    451     431     5%       10%  
                             
Recurring
    136     134     1%       6%  
Usage
    36     36     (1% )     6%  
                             
Media
    172     170     1%       6%  
                             
Recurring
    2,394     2,363     1%       7%  
Usage
    139     132     6%       15%  
Outright
    72     71     1%       1%  
                             
Total revenue
    2,605     2,566     2%       7%  
                             
 
 
As discussed in note 11 on page 20, 2006 comparatives have been restated to decrease revenues by £29 million in Sales & Trading and to increase revenue by £6 million in Research & Asset Management and by £23 million in Enterprise.


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2)   REVENUE BY DIVISION BY PRODUCT FAMILY — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                             
    Year Ended 31 December   % Change  
    2007   2006*   Actual     Underlying  
    £m   £m            
 
Reuters Xtra
    1,042     1,006     4%       10%  
Reuters Trader
    279     369     (24% )     (20% )
Recoveries
    298     286     5%       10%  
                             
Sales & Trading
    1,619     1,661     (2% )     3%  
                             
IB & IM
    229     176     30%       34%  
Reuters Wealth Management
    134     128     5%       11%  
                             
Research & Asset Management
    363     304     20%       25%  
                             
Reuters Enterprise Information
    271     243     12%       18%  
Reuters Information Management
    78     96     (19% )     (15% )
Reuters Trade and Risk Management
    102     92     10%       14%  
                             
Enterprise
    451     431     5%       10%  
                             
Agency Services
    142     143           5%  
Consumer Media
    30     27     6%       15%  
                             
Media
    172     170     1%       6%  
                             
Total revenue
    2,605     2,566     2%       7%  
                             
 
 
As discussed in note 11 on page 20, 2006 comparatives have been restated to decrease revenues by £29 million in Sales & Trading and to increase revenue by £6 million in Research & Asset Management and by £23 million in Enterprise.
 
3)   REVENUE BY GEOGRAPHY — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                           
    Year Ended 31
   
    December   % Change
    2007   2006   Actual     Underlying
    £m   £m          
 
Europe, Middle East & Africa
    1,441     1,396     3%       6%
Americas
    701     709     (1% )     7%
Asia
    463     461           9%
                           
Total revenue
    2,605     2,566     2%       7%
                           


22


 

4)   QUARTERLY NON-GAAP PRODUCT FAMILY STATISTICS (UNAUDITED)
 
                                   
        Underlying
 
                Percentage Change  
    Three Months Ended   Versus
    Versus
 
    December
  September
  December
  September
    December
 
    2007   2007   2006*   2007     2006  
 
Period end accesses (000s)
                                 
3000 Xtra
    124     121     112     3%       11%  
Dealing
    18     18     18     1%       2%  
Other Xtra
    3     3     2     5%       51%  
                                   
Reuters Xtra
    145     142     132     2%       10%  
Reuters Trader
    77     82     99     (6% )     (23% )
Reuters Knowledge
    17     16     14     4%       22%  
Reuters Wealth Manager
    93     93     97           (5% )
                                   
Total period end accesses
    332     333     342           (3% )
                                   
Access driven revenue (£m)
                                 
Total access driven revenue
    330     321     325     1%       3%  
Other recurring revenue
    289     274     265     5%       13%  
                                   
Recurring revenue
    619     595     590     3%       8%  
                                   
Average revenue per access (£)
    331     322     311     1%       9%  
                                   
 
 
*  A minor reclassification of prior year access numbers between product families has been made to reflect changes in the management of certain products in 2007.
 
USE OF NON-GAAP MEASURES
 
To supplement IFRS measures, Reuters undertakes further analysis to break these measures out into their component parts, which results in the creation of certain measures which differ from the IFRS measures (’non-GAAP measures’). The rationale for this analysis is outlined below, and reconciliations of the non-GAAP measures to IFRS measures are included within the review of results. These measures are used by management to assess the performance of the business and should be seen as complementary to, rather than replacements for, reported IFRS results.
 
1)   Underlying currency results
 
Period-on-period change in Reuters is measured in overall terms (i.e. actual reported results) and sometimes in underlying currency terms as well. Underlying change is calculated by excluding the impact of currency fluctuations as well as the results of acquisitions and disposals. This enables comparison of Reuters operating results on a like-for-like basis between periods.
 
Underlying results are calculated excluding the impact of currency fluctuations as well as the results of entities acquired or disposed of during the current or prior periods from the results of each period under review. Underlying results reflect the operating results of the ongoing elements of each business division, and measure the performance of management against variables over which they have control, without the year-on-year impact of a step change in revenue and costs that can result from currency movements and acquisition or disposal activity.
 
2)   Exclusion of restructuring charges
 
Reuters results are reviewed before and after the costs of Reuters business transformation plans (which included the former Fast Forward programme) and acquisition integration charges.
 
Under the Fast Forward programme Reuters incurred restructuring charges relating primarily to headcount reduction and rationalisation of the company’s property portfolio. Fast Forward was a three year programme implemented to accelerate and expand on Reuters five year business transformation plan which was launched in 2001; the programme completed in 2005, as originally envisaged. The impact of Fast Forward restructuring is now only seen in the non-GAAP cash flow measures.


23


 

The Fast Forward programme was centrally managed, and its performance against targets was evaluated separately from the ongoing Reuters business. Fast Forward restructuring charges are therefore excluded from certain profit, cash flow and margin measures.
 
Acquisition integration costs are one-off charges associated with transaction activity that do not recur. As described above, the charges in respect of acquisition activity are excluded to enable better like-for-like comparison between periods.
 
Because of their time-limited and defined nature, Reuters believes that presenting these measures, both including and excluding restructuring charges and acquisition integration costs, gives investors a more detailed insight into the performance of management and the business. In addition, Reuters management uses both measures to assess the performance of management and the business.
 
3)   Thomson deal-related costs
 
During 2007, Reuters has incurred certain charges in relation to the Thomson deal announced on 15 May 2007. These include third party advisor and legal fees.
 
As Thomson’s acquisition of Reuters will not be accounted for as an acquisition in Reuters financial statements, deal-related costs incurred by Reuters are required to be expensed. This treatment is dissimilar to transaction-related costs previously incurred by Reuters, which were either capitalised as a cost of acquisition or charged to profits on disposal (which were recognised outside of Reuters trading profit, adjusted earnings and related cash flow and margin measures).
 
Given their once-off nature and dissimilarity to previous transaction-related costs, Thomson deal-related costs have therefore been excluded from certain profit, cash flow and margin measures to enable better like-for-like comparisons between periods.
 
4)   Exclusion of amortisation and impairment of intangibles acquired in a business combination, investment income, profit / (losses) from disposals, fair value movements and Thomson deal-related costs
 
For certain cost, profit, cash flow, margin and earnings per share measures, Reuters analyses its results both before and after the impact of restructuring charges, amortisation and impairments of intangibles acquired in a business combination, investment income, profits and losses from disposals, fair value movements and Thomson deal-related costs. The adjusted measures are referred to as ‘Trading Profit’, ‘Trading Costs’, ‘Trading Margin’ and ‘Trading Cash Flow’. The rationale for isolating restructuring charges and Thomson deal-related costs is explained above.
 
Amortisation and impairment of intangibles acquired in a business combination, investment income and profit /(losses) from disposals
 
Reuters isolates the impact of income and charges in respect of its investments. Income and charges from investments relate to impairments of goodwill, subsidiaries, associates and joint ventures; impairments and amortisation of other intangibles acquired in a business combination; income from investments; and pre-tax profits and losses on disposal of subsidiaries, joint ventures, associates and other investments.
 
Such charges and income may arise from corporate acquisition and disposal activity, rather than the ongoing operations of the business divisions, with a reasonable allocation being determined for segmental reporting. These are analysed and reviewed separately from ongoing operations, as this is consistent with the manner in which Reuters sets internal targets, evaluates its business units and issues guidance to the investor community.
 
Amortisation and impairment charges in respect of software and development intangibles are included within operating and trading costs.
 
Fair value movements
 
Reuters also isolates the impact of movements in the fair value of financial assets held at fair value through profit or loss, embedded derivatives, and derivatives used for hedging purposes (where these changes are reflected in the income statement).
 
Embedded derivatives are foreign exchange contracts implicitly contained in some of Reuters revenue and purchase commitments. Changes in the fair value of embedded derivatives arise as a result of


24


 

movements in foreign currency forward rates. The unpredictable nature of forward rates, the uncertainty over whether the gains or losses they anticipate will actually arise, and the volatility they bring to the income statement lead Reuters to consider that it is appropriate to analyse their effects separately from the ongoing operations of the business. This enables Reuters to undertake more meaningful period-on-period comparisons of its results, as well as to isolate and understand better the effect of future currency movements on revenue and purchase commitments. This separate analysis is also consistent with the manner in which Reuters sets its internal targets, evaluates its business divisions and issues guidance to the investor community.
 
The impact of fair value movements on derivatives relating to treasury hedging activity is also excluded, unless there is an equivalent offset in operating results. All derivatives undertaken are used to manage the Group’s exposure, but some may not qualify for hedge accounting and in these situations the reported impact of the underlying item and the derivative may not offset. The impact of treasury derivatives is mainly due to currency or interest rate movements and, as for the other items noted above, business division operating performance is managed against targets which exclude these factors.
 
Tax and adjusted EPS
 
To ensure consistency, the non-GAAP EPS measure also eliminates the earnings impact of taxation charges and credits related to excluded items.
 
Adjusted EPS is defined as basic EPS from continuing operations before impairments and amortisation of intangibles acquired via business combinations, fair value movements, investment income, disposal profits / (losses), Thomson deal-related costs and related tax effects.
 
On 12 March 2007 the UK Government announced a reduction in the corporation tax rate from 30% to 28%, effective 1 April 2008. This should lead to a slight fall in the overall Reuters effective tax rate in future years. However in 2007 Reuters is required to write down the existing UK deferred tax assets (pension contributions, tax losses etc) from 30% to 28%. The effect of this is a £6 million charge in the Income Statement. This charge, together with the effect of other countries’ rate changes, has been excluded from the calculation of Adjusted EPS on the grounds that it is a once-off event, outside the normal course of business.
 
Dividend policy
 
Presenting earnings before the impact of restructuring charges, Thomson deal-related costs, amortisation and impairment of intangibles acquired in a business combination, investment income, disposals and fair value movements also helps investors to measure performance in relation to Reuters dividend policy. In 2001, Reuters Group defined the long-term goal of its dividend policy to be a dividend cover of at least two times, based on Reuters UK GAAP earnings before amortisation of goodwill and other intangibles, impairments and disposals. Reuters dividend policy remains unaltered through completion of the Transaction. With the adoption of IFRS, the equivalent earnings measure is Reuters earnings (after interest and taxation) before amortisation and impairments of intangibles acquired in a business combination, fair value movements, profits / (losses) on disposals and Thomson deal-related costs.
 
5)   Free cash flow
 
Reuters free cash flow is used as a performance measure to assess Reuters ability to pay its dividend from cash flow. Free cash flow is intended to measure all Reuters cash movements, other than those which are either discretionary in nature or unrelated to ongoing recurring operating activities such as special contributions to fund defined benefit pension deficits, acquisitions and disposals and dividends paid out by Reuters. Whilst Reuters believes that free cash flow is an important performance measure in respect of its cash flows, it is not used in isolation, but rather in conjunction with other cash flow measures as presented in the financial statements.
 
6)   Net funds / (debt)
 
Net funds / (debt) represents cash and cash equivalents and short-term deposits, net of bank overdrafts and borrowings. This measure aggregates certain components of financial assets and liabilities and is used in conjunction with total financial assets and liabilities to manage Reuters overall financing position.


25


 

RECONCILIATION OF NON-GAAP MEASURES (UNAUDITED)
 
1)   RECONCILIATION OF OPERATING PROFIT TO TRADING PROFIT, ADJUSTED PBT AND ADJUSTED EARNINGS (UNAUDITED)
 
                 
    Year Ended
 
    31 December  
    2007     2006  
    £m     £m  
 
Operating profit from continuing operations
    292       256  
Excluding:
               
Restructuring charges
          13  
Thomson deal-related costs
    45        
Impairments & amortisation of business combination intangibles
    40       24  
Investment Income
    (1 )      
Profit on disposal of subsidiaries
    (3 )     (4 )
Fair value movements
    12       19  
                 
Trading profit*
    385       308  
Restructuring
          (13 )
Associates and joint ventures
    (6 )     (4 )
Interest
    (34 )     (15 )
                 
Adjusted PBT
    345       276  
Adjusted tax charge
    (60 )     (54 )
Adjusted earnings
    285       222  
                 
 
 
* Trading profit is defined as operating profit from continuing operations before acquisition-related restructuring charges, Thomson deal-related costs, impairments & amortisation of intangibles acquired via business combinations, investment income, profits from disposals of subsidiaries and fair value movements.
 
2)   RECONCILIATION OF OPERATING MARGIN TO TRADING MARGIN (UNAUDITED)
 
                 
    Year Ended 31 December  
    2007     2006  
    £m     £m  
 
Operating margin from continuing operations
    11.2 %     10.0 %
Excluding:
               
Restructuring charges
          0.5 %
Thomson deal-related costs
    1.7 %      
Impairments & amortisation of business combination intangibles
    1.6 %     0.9 %
Profit on disposal of subsidiaries
    (0.1 )%     (0.1 )%
Fair value movements
    0.4 %     0.7 %
                 
Trading margin*
    14.8 %     12.0 %
                 
 
 
* Trading margin is defined as operating margin from continuing operations before acquisition-related restructuring charges, Thomson deal-related costs, impairments & amortisation of intangibles acquired via business combinations, investment income, profits from disposals of subsidiaries and fair value movements.


26


 

3)   RECONCILIATION OF OPERATING COSTS TO TRADING COSTS BY DIVISION (UNAUDITED)
 
                 
    Year Ended
 
    31 December  
    2007     2006*  
    £m     £m  
 
Sales & Trading Operating costs**
    1,440       1,506  
Restructuring charges
          (12 )
Impairments & amortisation of business combination intangibles
    (33 )     (17 )
Fair value movements
    (9 )     (18 )
Other income
    (22 )     (20 )
                 
Trading costs
    1,376       1,439  
                 
Research & Asset Management Operating costs**
    339       324  
Impairments & amortisation of business combination intangibles
    (4 )     (3 )
Fair value movements
    (2 )     (3 )
Other income
    (5 )     (4 )
                 
Trading costs
    328       314  
                 
Enterprise Operating costs**
    371       362  
Restructuring charges
          (1 )
Impairments & amortisation of business combination intangibles
    (3 )     (3 )
Fair value movements
    (2 )     (3 )
Other income
    (6 )     (5 )
                 
Trading costs
    360       350  
                 
Media Operating costs**
    160       159  
Impairments & amortisation of business combination intangibles
          (1 )
Fair value movements
    (1 )     (1 )
Other income
    (3 )     (2 )
                 
Trading costs
    156       155  
                 
 
 
*  As discussed in note 11 on page 20, 2006 comparatives have been restated to decrease operating costs by £37 million in Sales & Trading, to increase operating costs by £9 million in Research & Asset Management, to increase operating costs by £27 million in Enterprise and to increase operating costs by £1 million in Media.
 
** Operating costs also include £45 million of Thomson deal-related costs, which have not been analysed in the table above as these relate to Reuters as a whole and cannot be directly attributed or allocated to divisions on a reasonable basis. Total operating costs are £2,355 million.


27


 

4)   RECONCILIATION OF OPERATING PROFIT TO TRADING PROFIT BY DIVISION (UNAUDITED)
 
                 
    Year Ended 31
 
    December  
    2007     2006*  
    £m     £m  
 
Sales & Trading
               
Operating profit**
    206       182  
Exclude:
               
Investment income
    (1 )      
Restructuring charges
          12  
Impairments & amortisation of business combination intangibles
    33       17  
Profit on disposal of subsidiaries
    (2 )     (3 )
Fair value movements
    7       14  
                 
Trading profit
    243       222  
                 
Research & Asset Management
               
Operating profit / (loss)**
    29       (15 )
Exclude:
               
Impairments & amortisation of business combination intangibles
    4       3  
Fair value movements
    2       2  
                 
Trading profit / (loss)
    35       (10 )
                 
Enterprise
               
Operating profit**
    87       75  
Exclude:
               
Restructuring charges
          1  
Impairments & amortisation of business combination intangibles
    3       3  
Profit on disposal of subsidiaries
    (1 )      
Fair value movements
    2       2  
                 
Trading profit
    91       81  
                 
Media
               
Operating profit**
    15       14  
Exclude:
               
Impairments & amortisation of business combination intangibles
          1  
Profit on disposal of subsidiaries
          (1 )
Fair value movements
    1       1  
                 
Trading profit
    16       15  
                 
 
 
* As discussed in note 11 on page 20, 2006 comparatives have been restated to decrease recoveries revenues by £80 million, increase other product revenues by £51 million and decrease operating costs by £37 million in Sales & Trading, to increase other product revenue by £6 million and increase operating costs by £9 million in Research & Asset Management, to increase other product revenue by £23 million and increase operating costs by £27 million in Enterprise and to increase operating costs by £1 million in Media.
 
** Operating profit also includes £45 million of Thomson deal-related costs, which have not been analysed in the table above as these relate to Reuters as a whole and cannot be directly attributed or allocated to divisions on a reasonable basis. Total operating profit is £292 million.


28


 

5)   RECONCILIATION OF OPERATING MARGIN TO TRADING MARGIN BY DIVISION (UNAUDITED)
 
               
    Year Ended 31
 
    December  
    2007   2006*  
    £m   £m  
 
Sales & Trading
             
Operating margin**
    13%     11%  
Exclude:
             
Impairments & amortisation of business combination intangibles
    2%     1%  
Fair value movements
        1%  
               
Trading margin
    15%     13%  
               
Research & Asset Management
             
Operating margin**
    8%     (5% )
Exclude:
             
Impairments & amortisation of business combination intangibles
    1%     1%  
Fair value movements
    1%     1%  
               
Trading margin
    10%     (3% )
               
Enterprise
             
Operating margin**
    19%     18%  
Exclude:
             
Impairments & amortisation of business combination intangibles
    1%      
Fair value movements
        1%  
               
Trading margin
    20%     19%  
               
Media
             
Operating margin**
    9%     8%  
Exclude:
             
Fair value movements
        1%  
               
Trading margin
    9%     9%  
               
 
 
* As discussed in note 11 on page 20, 2006 comparatives have been restated to decrease recoveries revenues by £80 million, increase other product revenues by £51 million and decrease operating costs by £37 million in Sales & Trading, to increase other product revenue by £6 million and increase operating costs by £9 million in Research & Asset Management, to increase other product revenue by £23 million and increase operating costs by £27 million in Enterprise and to increase operating costs by £1 million in Media.
 
** Operating margin also includes £45 million of Thomson deal-related costs, which have not been analysed in the table above as these relate to Reuters as a whole and cannot be directly attributed or allocated to divisions on a reasonable basis. Total operating margin is 11.2%.


29


 

6)   RECONCILIATION OF NON-GAAP BASIC EPS FROM CONTINUING OPERATIONS TO BASIC EPS (UNAUDITED)
 
                 
    Year Ended 31
 
    December  
    2007     2006  
    Pence     Pence  
 
Basic EPS from continuing operations
    17.3       22.6  
Exclude:
               
Impairments & amortisation of business combination intangibles
    3.3       1.8  
Investment Income
    (0.1 )      
Profit on disposals
    (2.0 )     (6.3 )
Fair value movements
    0.9       1.5  
Thomson deal-related costs
    3.6        
Adjustment to tax charge for tax effects of excluded items and change in corporation tax rate
          (2.5 )
                 
Basic EPS from continuing operations before impairments and amortisation of business combination intangibles, investment income, profit on disposals, fair value movements, Thomson deal-related costs, related taxation effects and change in corporation tax rate
    23.0       17.1  
                 
 
7)   RECONCILIATION OF NON-GAAP PROFIT BEFORE TAXATION TO PROFIT BEFORE TAXATION (UNAUDITED)
 
                 
    Year Ended 31
 
    December  
    2007     2006  
    £m     £m  
 
Profit before taxation from continuing operations
    273       313  
Exclude:
               
Impairments & amortisation of business combination intangibles
    40       24  
Investment Income
    (1 )      
Profit on disposals
    (24 )     (80 )
Fair value movements
    12       19  
Thomson deal-related costs
    45        
                 
Profit before tax before impairments & amortisation of business combination intangibles, investment income, profit on disposals, Thomson deal-related costs and fair value movements (Adjusted profit before tax)
    345       276  
                 


30


 

8)   RECONCILIATION OF ACTUAL PERCENTAGE CHANGE TO UNDERLYING CHANGE — REVENUE BY DIVISION BY TYPE — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                               
    % Change Versus Year Ended 31 December 2006  
                Impact of
     
    Underlying
    Impact of
    Acquisitions
  Actual
 
    Change     Currency     & Disposals   Change  
 
Recurring
    2%       (5% )         (3% )
Usage
    19%       (10% )         9%  
Outright
    (4% )     (5% )         (9% )
                               
Sales & Trading
    3%       (5% )         (2% )
                               
Recurring
    25%       (6% )     1%     20%  
Usage
    4%       (7% )         (3% )
Outright
    (25% )     (5% )         (30% )
                               
Research & Asset Management
    25%       (6% )     1%     20%  
                               
Recurring
    11%       (6% )         5%  
Outright
    2%       (2% )     2%     2%  
                               
Enterprise
    10%       (6% )     1%     5%  
                               
Recurring
    6%       (5% )         1%  
Usage
    6%       (7% )         (1% )
                               
Media
    6%       (5% )         1%  
                               
Recurring
    7%       (6% )         1%  
Usage
    15%       (9% )         6%  
Outright
    1%       (3% )     3%     1%  
                               
Total revenue
    7%       (5% )         2%  
                               


31


 

9)   RECONCILIATION OF ACTUAL PERCENTAGE CHANGE TO UNDERLYING CHANGE — REVENUE BY DIVISION BY PRODUCT FAMILY — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                               
    % Change Versus Year Ended 31 December 2006  
                Impact of
     
    Underlying
    Impact of
    Acquisitions
  Actual
 
    Change     Currency     & Disposals   Change  
 
Reuters Xtra
    10%       (6% )         4%  
Reuters Trader
    (20% )     (4% )         (24% )
Recoveries
    10%       (5% )         5%  
                               
Sales & Trading
    3%       (5% )         (2% )
                               
IB & IM
    34%       (4% )         30%  
Reuters Wealth Manager
    11%       (7% )     1%     5%  
                               
Research & Asset Management
    25%       (6% )     1%     20%  
                               
Reuters Enterprise Information
    18%       (6% )         12%  
Reuters Information Management
    (15% )     (5% )     1%     (19% )
Reuters Trade and Risk Management
    14%       (5% )     1%     10%  
                               
Enterprise
    10%       (6% )     1%     5%  
                               
Agency Services
    5%       (5% )          
Consumer Media
    15%       (9% )         6%  
                               
Media
    6%       (5% )         1%  
                               
Total revenue
    7%       (5% )         2%  
                               
 
10)  RECONCILIATION OF ACTUAL PERCENTAGE CHANGE TO UNDERLYING CHANGE — REVENUE BY GEOGRAPHY — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                             
    % Change Versus Year Ended 31 December 2006  
              Impact of
     
    Underlying
  Impact of
    Acquisitions
  Actual
 
    Change   Currency     & Disposals   Change  
 
Europe, Middle East & Africa
    6%     (3% )         3%  
Americas
    7%     (8% )         (1% )
Asia
    9%     (9% )          
                             
Total revenue
    7%     (5% )         2%  
                             


32


 

11)  RECONCILIATION OF ACTUAL PERCENTAGE CHANGE TO UNDERLYING CHANGE — QUARTERLY NON-GAAP PRODUCT FAMILY STATISTICS (UNAUDITED)
 
                             
    % Change Versus Three Months Ended
 
    30 September 2007  
              Impact of
     
    Underlying
    Impact of
  Acquisitions
  Actual
 
    Change     Currency   & Disposals   Change  
 
Period end accesses
                           
3000 Xtra
    3%             —     3%  
Dealing
    1%               1%  
Other Xtra
    5%               5%  
                             
Reuters Xtra
    2%               2%  
Reuters Trader
    (6% )             (6% )
Reuters Knowledge
    4%               4%  
Reuters Wealth Manager
                   
                             
Total period end accesses
                   
                             
Access driven revenue
                           
Total access driven revenue
    1%       2%         3%  
Other recurring revenue
    5%       2%         7%  
                             
Recurring revenue
    3%       1%         4%  
                             
Average revenue per access
                           
Total average revenue per access
    1%       2%         3%  
                             
 
12)  RECONCILIATION OF ACTUAL PERCENTAGE CHANGE TO UNDERLYING CHANGE — QUARTERLY NON-GAAP PRODUCT FAMILY STATISTICS (UNAUDITED)
 
                               
    % Change Versus Three Months Ended
 
    31 December 2006  
                Impact of
     
    Underlying
    Impact of
    Acquisitions
  Actual
 
    Change     Currency     & Disposals   Change  
 
Period end accesses
                             
3000 Xtra
    11%               —     11%  
Dealing
    2%                 2%  
Other Xtra
    51%                 51%  
                               
Reuters Xtra
    10%                 10%  
Reuters Trader
    (23% )               (23% )
Reuters Knowledge
    22%                 22%  
Reuters Wealth Manager
    (5% )               (5% )
                               
Total period end accesses
    (3% )               (3% )
                               
Access driven revenue
                             
Total access driven revenue
    3%       (2% )         1%  
Other recurring revenue
    13%       (3% )         10%  
                               
Recurring revenue
    8%       (3% )         5%  
                               
Average revenue per access
                             
Total average revenue per access
    9%       (3% )         6%  
                               


33


 

13)  RECONCILIATION OF ACTUAL PERCENTAGE CHANGE TO UNDERLYING CHANGE — TRADING COSTS BY DIVISION — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                             
    % Change Versus Year Ended 31 December 2006  
              Impact of
     
    Underlying
  Impact of
    Acquisitions
  Actual
 
    Change   Currency     & Disposals   Change  
 
Sales & Trading
        (4% )         (4% )
Research & Asset Management
    10%     (6% )     1%     5%  
Enterprise
    7%     (5% )     1%     3%  
Media
    4%     (4% )          
                             
Total trading costs
    3%     (5% )         (2% )
                             
 
14)  RECONCILIATION OF ACTUAL PERCENTAGE CHANGE TO UNDERLYING CHANGE — TRADING PROFIT BY DIVISION — YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                             
    % Change Versus Year Ended 31 December 2006
              Impact of
     
    Underlying
  Impact of
    Acquisitions
    Actual
    Change   Currency     & Disposals     Change
 
Sales & Trading
    28%     (18% )     (1% )     9%
Research & Asset Management
                   
Enterprise
    21%     (10% )           11%
Media
    35%     (25% )           10%
                             
Total trading profit
    43%     (18% )           25%
                             
 
15)  COMPONENTS OF NET DEBT AT 31 DECEMBER 2007 (UNAUDITED)
 
                 
    As at 31
 
    December  
    2007     2006  
    £m     £m  
 
Cash and cash equivalents
    251       129  
Bank overdrafts
    (9 )     (24 )
                 
      242       105  
Short-term deposits
    3       198  
Borrowings (excluding bank overdrafts)
    (622 )     (636 )
                 
Net debt
    (377 )     (333 )
                 
 
16)  RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2007 (UNAUDITED)
 
                 
    Year Ended 31
 
    December  
    2007     2006  
    £m     £m  
 
Increase / (decrease) in cash and cash equivalents
    137       (532 )
Cash (inflow) / outflow from movement in short-term deposits
    (195 )     196  
Cash outflow / (inflow) from movement in borrowings
    66       (270 )
Exchange (losses) / gains on short-term deposits and borrowings
    (50 )     7  
                 
      (42 )     (599 )
Fair value movements
    7       17  
Other non cash movements
    (9 )     (4 )
                 
Movement in net debt
    (44 )     (586 )
Opening net (debt) / funds
    (333 )     253  
                 
Closing net debt
    (377 )     (333 )
                 


34


 

17)  RECONCILIATION OF CASH GENERATED FROM OPERATIONS TO FREE CASH FLOW AND TRADING CASH FLOW (UNAUDITED)
 
                 
    Year Ended 31
 
    December  
    2007     2006  
    £m     £m  
 
Cash generated from operations
    534       311  
Interest received
    67       42  
Interest paid
    (99 )     (61 )
Tax paid
    (26 )     (34 )
Purchases of property, plant and equipment
    (116 )     (122 )
Proceeds from sale of property, plant and equipment
    19       5  
Purchases of intangible assets
    (109 )     (106 )
Thomson deal-related costs
    21        
Special pensions funding payment
    4       187  
Dividends received
    3       3  
                 
Free cash flow
    298       225  
Interest received
    (67 )     (42 )
Interest paid
    99       61  
Tax paid
    26       34  
Restructuring
    11       52  
Other
    (14 )     13  
                 
Trading cash flow
    353       343  
                 
Cash conversion*
    92%       111%  
                 
 
 
* Cash conversion = trading cash flow / trading profit.


35


 

FORWARD-LOOKING STATEMENTS
 
This document contains certain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 with respect to Reuters financial condition, results of operations and business, and management’s strategy, plans and objectives for Reuters. In particular, all statements that express forecasts, expectations and projections with respect to certain matters, including trends in results of operations, margins, growth rates, overall financial market trends, anticipated cost savings and synergies and the successful completion of transformation programmes, strategy plans, acquisitions and disposals, are all forward-looking statements. These forward-looking statements include forward-looking statements in relation to the proposed combination of Reuters and The Thomson Corporation (the “Transaction”) that are based on certain assumptions and reflect Thomson’s and Reuters current expectations, including statements about Thomson’s and Reuters beliefs and expectations related to the proposed Transaction structure and consideration, benefits that would be afforded to customers, benefits to the combined business of Thomson and Reuters that are expected to be obtained as a result of the Transaction, as well as the parties’ ability to enhance shareholder value through, among other things, the delivery of expected synergies.
 
Forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to:
 
•    In relation to the proposed Transaction:
 
  •    the ability to achieve the cost savings and synergies contemplated through the proposed Transaction;
 
  •    the approval of the proposed Transaction by Reuters shareholders;
 
  •    the ability to fulfil certain conditions to which the Transaction is subject;
 
  •    the effect of regulatory conditions imposed by regulatory authorities;
 
  •    the reaction of Thomson’s and Reuters customers, employees and suppliers;
 
  •    the ability to promptly and effectively integrate the businesses of Thomson and Reuters;
 
  •    the impact of the diversion of management time on issues related to the proposed transaction;
 
•    Reuters ability to realise the anticipated benefits of its Core Plus growth and transformation strategy;
 
•    conditions in financial markets;
 
•    the impact of currency and interest rate fluctuations on Reuters reported revenue and earnings;
 
•    difficulties or delays that Reuters may experience in developing or responding to new customer demands or launching new products;
 
•    the dependency of Reuters on third parties for the provision of certain network and other services;
 
•    any significant failures or interruptions experienced by the networks or systems of Reuters and such networks’ ability to accommodate increased traffic;
 
•    the impact of a decline in the valuation of companies in which it has invested;
 
•    the impact of significant competition or structural changes in the financial information and trading communities;
 
•    changes in legislation and regulation;
 
•    adverse governmental action in countries where Reuters conducts reporting activities;
 
•    the ability of Reuters to realise the anticipated benefit of existing or future acquisitions, joint ventures, investments or disposals;
 
•    the litigious environment in which Reuters operates.


36


 

 
For additional information, please see “Risk Factors” in the Reuters Group PLC Annual Report and Form 20-F for the year ended 31 December 2006 as well as “Risk Factors” in the Reuters combined shareholder circular, scheme document and prospectus of Thomson Reuters PLC (together “the Circular”). Copies of the Annual Report and Form 20-F and the Circular are available on request from Reuters Group PLC, South Colonnade, Canary Wharf, London E14 5EP. Any forward-looking statements made by or on behalf of Reuters Group speak only as of the date they are made. Reuters Group does not undertake to update any forward-looking statements.


37


 

 
PART III
 
ADDITIONAL INFORMATION
 
1.   Responsibility
 
Thomson Reuters PLC and the Thomson Reuters Proposed Directors, whose names appear in Section 2 below, accept responsibility for the information contained in this document. To the best of the knowledge of Thomson Reuters PLC and the Thomson Reuters Proposed Directors (having taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.
 
2.   Thomson Reuters Proposed Directors
 
The names and principal functions of the Thomson Reuters Proposed Directors are as set out below:
 
     
   
Position
 
David Thomson
  Chairman
     
W. Geoffrey Beattie
  Deputy Chairman
     
Niall FitzGerald, KBE
  Deputy Chairman*
     
Tom Glocer
  Chief Executive Officer*
     
Mary Cirillo
  Director
     
Steven A. Denning
  Director
     
Lawton Fitt
  Director*
     
Roger L. Martin
  Director
     
Sir Deryck Maughan
  Director*
     
Kenneth Olisa
  Director*
     
Richard L. Olver
  Director*
     
Vance K. Opperman
  Director
     
John M. Thompson
  Director
     
Peter J. Thomson
  Director
     
John A. Tory
  Director
 
 
* Appointed with effect from the Effective Date.
 
3.   Consents
 
Citi has given and not withdrawn its written consent to the issue of this document with the inclusion of references to its name in the form and context in which they appear.
 
4.   Reuters Share Repurchase Programme
 
On 10 March 2008, Reuters announced that the Reuters Board had decided to resume its share repurchase programme and intends to repurchase up to 17 million ordinary shares, representing the balance of the 50 million programme, between 10 March 2008 and closing of the transaction, subject to applicable law and regulations.
 
Any share repurchases will be effected in accordance with both Reuters general authority to repurchase shares and Chapter 12 of the Listing Rules, which require that the maximum price paid be limited to no more then 105 per cent of the average middle market closing price of Reuters ordinary shares for the five dealing days preceding the date of purchase.


38


 

5.   Cautionary Note regarding Forward-looking Statements
 
Certain statements contained in, or incorporated by reference in this document and the Prospectus constitute “forward-looking statements”. When used in this document, the Prospectus or the documents incorporated by reference therein, the words “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “will”, “may”, “should” and similar expressions, as they relate to Reuters and Thomson and their respective management and, following the Transaction, to Thomson Reuters and its management, are intended to identify forward-looking statements. These forward-looking statements are not historical facts but reflect expectations, estimates and projections. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. These risks include, but are not limited to:
 
•    changes in the general economy;
 
•    actions of competitors;
 
•    changes to legislation and regulations;
 
•    increased accessibility to free or relatively inexpensive information sources;
 
•    failure to derive fully anticipated benefits from future or existing acquisitions, joint ventures, investments or dispositions;
 
•    failure to develop new products, services, applications and functionalities to meet customers’ needs, attract new customers or expand into new geographic markets;
 
•    failure of electronic delivery systems, network systems or the Internet;
 
•    detrimental reliance on third parties for information;
 
•    failure to meet the special challenges involved in the expansion of international operations;
 
•    failure to realise the anticipated cost savings and operating efficiencies from the THOMSONplus initiative, the Reuters Core Plus Programme and other cost-saving initiatives;
 
•    failure to protect the reputation of Thomson Reuters;
 
•    impairment of goodwill and identifiable intangible assets;
 
•    failure of significant investments in technology to increase revenues or decrease operating costs;
 
•    increased self-sufficiency of customers;
 
•    inadequate protection of intellectual property rights;
 
•    downgrading of credit ratings;
 
•    threat of legal actions and claims;
 
•    changes in foreign currency exchange and interest rates;
 
•    failure to recruit and retain high quality management and key employees;
 
•    funding obligations in respect of pension and post-retirement benefit arrangements; and
 
•    actions or potential actions that could be taken by Woodbridge.
 
These factors and other risk factors relating to the DLC structure, as described in Part II (Risk Factors) of the Prospectus, represent risks that management of Reuters and Thomson believe are material. Other factors not presently known to Reuters or Thomson or that Reuters and Thomson presently believe are not material, could also cause actual results to differ materially from those expressed in the forward-looking statements contained and incorporated by reference herein. Accordingly, undue reliance should not be placed on these forward-looking statements. None of Reuters, Thomson or, following the Transaction, Thomson Reuters undertakes any obligation to update publicly or to revise any of the forward-looking statements contained or incorporated by reference in this document, whether as a result of new information, future events or otherwise, except as required by rule, law or regulation.


39


 

 
6.   Documents for inspection
 
In addition to those documents set out in Section 36 of Part XVIII (Additional Information) of the Prospectus, copies of this document and the letter of consent referred to in Section 3 above will also be available for inspection during usual business hours on Monday to Friday of each week (public holidays excepted) until Admission at the registered office of Reuters being the Reuters Building, South Colonnade, Canary Wharf, London E14 5EP and at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY (and will also be available for inspection at the EGM and Court Meeting at the place of the EGM for at least fifteen minutes before and during the meeting).
 
Dated: 14 March 2008


40

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