NEW YORK, February 9, 2012 - Thomson Reuters (TSX / NYSE: TRI), the world's leading source of intelligent information for businesses and professionals, today reported results for the full year and fourth quarter ended December 31, 2011. Results include a $50 million charge primarily related to a reorganization of the former Markets division incurred in the fourth quarter. The company also announced it had taken a $3.0 billion non-cash goodwill impairment charge related to its financial services business. This charge is excluded from adjusted earnings, adjusted EBITDA and underlying operating profit.
The company reported full-year revenues from ongoing businesses of $12.9 billion, an increase of 5% before currency from the prior year. Adjusted EBITDA increased 20% from the prior year with the corresponding margin up 280 basis points to 26.4%. Underlying operating profit increased 9% from the prior year with the corresponding margin up 50 basis points to 20.0%. The reorganization charge had a 40 basis point negative impact on both the full-year adjusted EBITDA and underlying operating profit margins.
"Our results once again proved the resilience of our business," said James C. Smith, chief executive officer of Thomson Reuters. "The units in the former Professional division continued to perform well and we made significant strides in kick-starting the growth engine in our former Markets division."
"We have simplified our organization; we have strengthened our management team; and we are making progress toward improving our execution capability," Mr. Smith said. "We are focused in 2012 on a series of product launches and service improvements across all our key customer groups."
Consolidated Financial Highlights - Full-Year Results
| Twelve Months Ended December 31, (Millions of U.S. dollars, except EPS and margins) | ||||
| IFRS Financial Measures | 2011 | 2010 | Change | |
| Revenues | $13,807 | $13,070 | 6% | |
| Operating (loss) profit | ($705) | $1,419 | nm[1] | |
| Diluted (loss) earnings per share (EPS) | ($1.67) | $1.08 | nm | |
| Cash flow from operations | $2,597 | $2,672 | -3% | |
| Non-IFRS Financial Measures | 2011 | 2010 | Change | Change Before Currency |
| Revenues from ongoing businesses | $12,916 | $12,108 | 7% | 5% |
| Adjusted EBITDA | $3,412 | $2,852 | 20% | 17% |
| Adjusted EBITDA margin | 26.4% | 23.6% | 280bp | 280bp |
| Underlying operating profit | $2,579 | $2,356 | 9% | 7% |
| Underlying operating profit margin | 20.0% | 19.5% | 50bp | 40bp |
| Adjusted earnings per share (EPS) | $1.98 | $1.56 | 27% | |
| Free cash flow | $1,602 | $1,563 | 2% | |
[1] nm - not meaningful
[2] These and other non-IFRS financial measures are defined and reconciled to the most directly comparable IFRS measures in the tables appended to this news release. Adjusted EBITDA, underlying operating profit and the related margins and adjusted EPS as disclosed in this news release exclude the impact of the company's $3.0 billion non-cash goodwill impairment charge as the company believes removing this charge will assist investors in assessing its underlying operations. Additional information is provided in the explanatory note at the end of this news release.
Consolidated Financial Highlights - Fourth-Quarter Results
| Three Months Ended December 31, (Millions of U.S. dollars, except EPS and margins) | ||||
| IFRS Financial Measures | 2011 | 2010 | Change | |
| Revenues | $3,577 | $3,458 | 3% | |
| Operating (loss) profit | ($2,593) | $307 | nm | |
| Diluted (loss) earnings per share (EPS) | ($3.11) | $0.27 | nm | |
| Cash flow from operations | $942 | $1,003 | -6% | |
| Non-IFRS Financial Measures[2] | 2011 | 2010 | Change | Change Before Currency |
| Revenues from ongoing businesses | $3,355 | $3,201 | 5% | 5% |
| Adjusted EBITDA | $864 | $685 | 26% | 26% |
| Adjusted EBITDA margin | 25.8% | 21.4% | 440bp | 420bp |
| Underlying operating profit | $657 | $611 | 8% | 7% |
| Underlying operating profit margin | 19.6% | 19.1% | 50bp | 40bp |
| Adjusted earnings per share (EPS) | $0.54 | $0.37 | 46% | |
| Free cash flow | $669 | $711 | -6% | |
Full-Year and Fourth-Quarter Business Segment Highlights
Unless otherwise noted, all revenue growth comparisons in this news release are before the impact of foreign currency as Thomson Reuters believes this provides the best basis to measure the performance of its business. Results discussed in this news release reflect the company's organizational structure through December 31, 2011. Effective January 1, 2012, Thomson Reuters eliminated its Professional and Markets divisions and future results will be reported for its Legal, Tax & Accounting, Intellectual Property & Science and Financial & Risk segments.
Professional Division - Full-Year Results
| Twelve Months Ended December 31, (Millions of U.S. dollars, except margins) | ||||||
| 2011 | 2010 | Change | Change Before Currency | |||
| Revenues | ||||||
| Legal | $3,434 | $3,157 | 9% | 8% | ||
| Tax & Accounting | $1,149 | $1,006 | 14% | 14% | ||
| Intellectual Property & Science | $852 | $789 | 8% | 7% | ||
| Professional Division Total | $5,435 | $4,952 | 10% | 9% | ||
| Margin | ||||||
| Adjusted EBITDA | 2011 | 2010 | ||||
| Legal | $1,233 | $1,161 | 6% | 35.9% | 36.8% | |
| Tax & Accounting | $359 | $307 | 17% | 31.2% | 30.5% | |
| Intellectual Property & Science | $296 | $263 | 13% | 34.7% | 33.3% | |
| Professional Division Total | $1,888 | $1,731 | 9% | 8% | ||
| Adjusted EBITDA Margin | 34.7% | 35.0% | -30bp | -20bp | ||
| Operating profit | ||||||
| Legal | $943 | $892 | 6% | 27.5% | 28.3% | |
| Tax & Accounting | $261 | $223 | 17% | 22.7% | 22.2% | |
| Intellectual Property & Science | $237 | $209 | 13% | 27.8% | 26.5% | |
| Professional Division Total | $1,441 | $1,324 | 9% | 8% | ||
| Operating Profit Margin | 26.5% | 26.7% | -20bp | -10bp | ||
Professional Division - Fourth-Quarter Results
| Three Months Ended December 31, (Millions of U.S. dollars, except margins) | ||||||
| 2011 | 2010 | Change | Change Before Currency | |||
| Revenues | ||||||
| Legal | $907 | $862 | 5% | 5% | ||
| Tax & Accounting | $369 | $310 | 19% | 19% | ||
| Intellectual Property & Science | $225 | $207 | 9% | 9% | ||
| Professional Division Total | $1,501 | $1,379 | 9% | 9% | ||
| Margin | ||||||
| Adjusted EBITDA | 2011 | 2010 | ||||
| Legal | $318 | $307 | 4% | 35.1% | 35.6% | |
| Tax & Accounting | $145 | $132 | 10% | 39.3% | 42.6% | |
| Intellectual Property & Science | $80 | $65 | 23% | 35.6% | 31.4% | |
| Professional Division Total | $543 | $504 | 8% | 8% | ||
| Adjusted EBITDA Margin | 36.2% | 36.5% | -30bp | -40bp | ||
| Operating profit | ||||||
| Legal | $251 | $238 | 5% | 27.7% | 27.6% | |
| Tax & Accounting | $118 | $110 | 7% | 32.0% | 35.5% | |
| Intellectual Property & Science | $64 | $53 | 21% | 28.4% | 25.6% | |
| Professional Division Total | $433 | $401 | 8% | 8% | ||
| Operating Profit Margin | 28.8% | 29.1% | -30bp | -20bp | ||
Legal
Tax & Accounting
Intellectual Property & Science
Markets Division - Full-Year Results
| Twelve Months Ended December 31, (Millions of U.S. dollars, except margins) | ||||
| 2011 | 2010 | Change | Change Before Currency | |
| Revenues | ||||
| Sales & Trading | $3,715 | $3,543 | 5% | 2% |
| Investment & Advisory | $2,208 | $2,208 | 0% | -2% |
| Enterprise | $1,235 | $1,093 | 13% | 10% |
| Media | $336 | $324 | 4% | 0% |
| Markets Division Total | $7,494 | $7,168 | 5% | 2% |
| Adjusted EBITDA | $1,992 | $1,808 | 10% | 6% |
| Adjusted EBITDA Margin | 26.6% | 25.2% | 140bp | 110bp |
| Operating Profit | $1,411 | $1,281 | 10% | 5% |
| Operating Profit Margin | 18.8% | 17.9% | 90bp | 60bp |
Markets Division - Fourth-Quarter Results
| Three Months Ended December 31, (Millions of U.S. dollars, except margins) | ||||
| 2011 | 2010 | Change | Change Before Currency | |
| Revenues | ||||
| Sales & Trading | $912 | $899 | 1% | 2% |
| Investment & Advisory | $540 | $549 | -2% | -3% |
| Enterprise | $318 | $292 | 9% | 10% |
| Media | $87 | $86 | 1% | 1% |
| Markets Division Total | $1,857 | $1,826 | 2% | 2% |
| Adjusted EBITDA | $464 | $433 | 7% | 6% |
| Adjusted EBITDA Margin | 25.0% | 23.7% | 130bp | 110bp |
| Operating Profit | $311 | $298 | 4% | 3% |
| Operating Profit Margin | 16.7% | 16.3% | 40bp | 30bp |
Sales & Trading
Investment & Advisory
Enterprise
Media
Integration Programs
At the end of 2011, the company completed the Reuters integration and achieved combined run rate savings of $1.7 billion from the Reuters integration and legacy savings programs. An incremental $65 million in run-rate savings was achieved during the fourth quarter of 2011.
Integration-related costs totaled $64 million in the fourth quarter and $215 million for the full year.
Recent Developments
Today, the company announced its intention to sell three businesses which are expected to close by mid-year. Those businesses are: Tax & Accounting's Property Tax Services; Legal's Law School Publishing business; and, Financial & Risk's eXimius business - part of the Retail Wealth Management organization. The three businesses collectively had approximately $155 million of revenues in 2011.
This news release includes the results of these disposals within ongoing businesses for comparability purposes since the company owned and managed the businesses for the entire reporting period.
Results for previously announced disposals and the Healthcare business are included within the "Other Businesses" line in the company's financial statements.
Business Outlook (Before Currency)
Thomson Reuters expects its revenues to grow low single-digits in 2012.
Thomson Reuters expects its adjusted EBITDA margin to range between 27% and 28% in 2012.
The company forecasts its underlying operating profit margin to range between 18% and 19% in 2012 due to higher depreciation and amortization expense.
Thomson Reuters expects reported free cash flow to grow 5% to 10% and free cash flow from ongoing operations to grow 15% to 20% in 2012.
The information in this section is forward-looking and should be read in conjunction with the section below entitled "Special Note Regarding Forward-Looking Statements, Material Assumptions and Material Risks."
Dividend and Share Repurchases
The board of directors approved a $0.04 per share increase in the annual dividend to $1.28 per share. A quarterly dividend of $0.32 per share is payable on March 15, 2012 to shareholders of record as of February 22, 2012. This dividend increase marks the 19th consecutive annual dividend increase by the company.
In 2011, the company repurchased 10.8 million shares for an aggregate purchase price of $326 million pursuant to its Normal Course Issuer Bid (NCIB).
Thomson Reuters
Thomson Reuters is the world's leading source of intelligent information for businesses and professionals. We combine industry expertise with innovative technology to deliver critical information to leading decision makers in the financial, legal, tax and accounting, healthcare and science and media markets, powered by the world's most trusted news organization. With headquarters in New York and major operations in London and Eagan, Minnesota, Thomson Reuters employs more than 55,000 people and operates in over 100 countries. Thomson Reuters shares are listed on the Toronto and New York Stock Exchanges (symbol: TRI). For more information, go to www.thomsonreuters.com.
NON-IFRS FINANCIAL MEASURES
Thomson Reuters prepares its financial statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).
This news release includes certain non-IFRS financial measures. Thomson Reuters uses these non-IFRS financial measures as supplemental indicators of its operating performance and financial position. These measures do not have any standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies, and should not be viewed as alternatives to measures of financial performance calculated in accordance with IFRS. Non-IFRS financial measures are defined and reconciled to the most directly comparable IFRS measures in the appended tables which include Appendix A.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL ASSUMPTIONS AND MATERIAL RISKS
Certain statements in this news release, including, but not limited to, statements in the "Business Outlook (Before Currency)" section and Mr. Smith's comments, are forward-looking. These forward-looking statements are based on certain assumptions and reflect our company's current expectations. As a result, 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. There is no assurance that the events described in any forward-looking statement will materialize. A business outlook is provided for the purpose of presenting information about current expectations for 2012. This information may not be appropriate for other purposes. You are cautioned not to place undue reliance on forward-looking statements which reflect expectations only as of the date of this news release. Except as may be required by applicable law, Thomson Reuters disclaims any obligation to update or revise any forward-looking statements.
The company's 2012 business outlook is based on various external and internal assumptions. Economic and market assumptions include, but are not limited to, positive GDP growth in the countries where Thomson Reuters operates led by rapidly developing economies and a continued increase in the number of professionals around the world and their demand for high quality information and services. Internal financial and operational assumptions include, but are not limited to, the successful execution of the company's ongoing product release programs, globalization strategy, other growth initiatives and efficiency initiatives.
Some of the material risk factors that could cause actual results or events to differ materially from those expressed in or implied by forward-looking statements in this news release include, but are not limited to, changes in the general economy (including the current European Union debt crisis); actions of competitors; increased accessibility to free or relatively inexpensive information sources; failure to develop new products, services, applications and functionalities to meet customers' needs, attract new customers or expand into new geographic markets; failure to maintain a high renewal rate for subscription-based services; failures or disruptions of network systems or the Internet; detrimental reliance on third parties for information and other services; changes to law and regulations, including the impact of the Dodd-Frank legislation and similar financial services laws around the world; failure to meet the challenges involved in operating globally; failure to protect the reputation of Thomson Reuters; additional impairment of goodwill and identifiable intangible assets; inadequate protection of intellectual property rights; threat of legal actions and claims; downgrading of credit ratings and adverse conditions in the credit markets; fluctuations in foreign currency exchange and interest rates; failure to recruit and retain high quality management and key employees; the effect of factors outside of the control of Thomson Reuters on funding obligations in respect of pension and post-retirement benefit arrangements; actions or potential actions that could be taken by the company's principal shareholder, The Woodbridge Company Limited; and failure to fully derive anticipated benefits from future or existing acquisitions, joint ventures, investments or dispositions. These and other factors are discussed in materials that Thomson Reuters from time to time files with, or furnishes to, the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. Thomson Reuters annual and quarterly reports are also available in the "Investor Relations" section of www.thomsonreuters.com.
CONTACT
| MEDIA Calvin Mitchell Senior Vice President, Corporate Affairs +1 646 223 5285 calvin.mitchell@thomsonreuters.com | INVESTORS Frank J. Golden Senior Vice President, Investor Relations +1 646 223 5288 frank.golden@thomsonreuters.com |
Thomson Reuters will webcast a discussion of its full-year and fourth-quarter 2011 results today beginning at 8:30 a.m. Eastern Standard Time (EST). You can access the webcast by visiting the "Investor Relations" section of www.thomsonreuters.com. An archive of the webcast will be available following the presentation.
Thomson Reuters Corporation
Division and Business Segment Information
(millions of U.S. dollars)
(unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||
| December 31, | December 31, | |||||||||
| 2011 | 2010 | Change | Organic | 2011 | 2010 | Change | Organic | |||
| Revenues | ||||||||||
| Legal [1] | $907 | $862 | 5% | 1% | $3,434 | $3,157 | 9% | 3% | ||
| Tax & Accounting [1] | 369 | 310 | 19% | 6% | 1,149 | 1,006 | 14% | 6% | ||
| Intellectual Property & Science [1] | 225 | 207 | 9% | 7% | 852 | 789 | 8% | 5% | ||
| Professional Division | 1,501 | 1,379 | 9% | 3% | 5,435 | 4,952 | 10% | 4% | ||
| Sales & Trading | 912 | 899 | 1% | 0% | 3,715 | 3,543 | 5% | -1% | ||
| Investment & Advisory | 540 | 549 | -2% | -3% | 2,208 | 2,208 | 0% | -2% | ||
| Enterprise | 318 | 292 | 9% | 10% | 1,235 | 1,093 | 13% | 10% | ||
| Media | 87 | 86 | 1% | 1% | 336 | 324 | 4% | 0% | ||
| Markets Division | 1,857 | 1,826 | 2% | 1% | 7,494 | 7,168 | 5% | 1% | ||
| Eliminations | (3) | (4) | (13) | (12) | ||||||
| Revenues from ongoing businesses [2] | 3,355 | 3,201 | 5% | 2% | 12,916 | 12,108 | 7% | 2% | ||
| Before currency | 5% | 5% | ||||||||
| Other businesses (3) | 222 | 257 | 891 | 962 | ||||||
| Revenues | $3,577 | $3,458 | 3% | $13,807 | $13,070 | 6% | ||||
| Adjusted EBITDA [4] | ||||||||||
| Legal [1] | $318 | $307 | 4% | $1,233 | $1,161 | 6% | ||||
| Tax & Accounting [1] | 145 | 132 | 10% | 359 | 307 | 17% | ||||
| Intellectual Property & Science [1] | 80 | 65 | 23% | 296 | 263 | 13% | ||||
| Professional Division | 543 | 504 | 8% | 1,888 | 1,731 | 9% | ||||
| Markets Division | 464 | 433 | 7% | 1,992 | 1,808 | 10% | ||||
| Corporate expenses | (79) | (79) | (253) | (224) | ||||||
| Integration programs expenses | (64) | (173) | (215) | (463) | ||||||
| Adjusted EBITDA | $864 | $685 | 26% | $3,412 | $2,852 | 20% | ||||
| Underlying Operating Profit [5] | ||||||||||
| Legal [1] | $251 | $238 | 5% | $943 | $892 | 6% | ||||
| Tax & Accounting [1] | 118 | 110 | 7% | 261 | 223 | 17% | ||||
| Intellectual Property & Science [1] | 64 | 53 | 21% | 237 | 209 | 13% | ||||
| Professional Division | 433 | 401 | 8% | 1,441 | 1,324 | 9% | ||||
| Markets Division | 311 | 298 | 4% | 1,411 | 1,281 | 10% | ||||
| Corporate expenses | (87) | (88) | (273) | (249) | ||||||
| Underlying operating profit | $657 | $611 | 8% | $2,579 | $2,356 | 9% | ||||
Thomson Reuters Corporation
Reconciliation of Operating (Loss) Profit to Underlying Operating Profit [5] and Adjusted EBITDA [4]
(millions of U.S. dollars)
(unaudited)
| Three Months Ended | Twelve Months Ended | ||||||
| December 31, | December 31, | ||||||
| 2011 | 2010 | Change | 2011 | 2010 | Change | ||
| Operating (loss) profit | ($2,593) | $307 | nm | ($705) | $1,419 | nm | |
| Adjustments: | |||||||
| Goodwill impairment | 3,010 | - | 3,010 | - | |||
| Amortization of other identifiable intangible assets | 166 | 146 | 612 | 545 | |||
| Integration programs expenses | 64 | 173 | 215 | 463 | |||
| Fair value adjustments | (37) | 42 | (149) | 117 | |||
| Other operating losses (gains), net | 98 | 1 | (204) | 16 | |||
| Operating profit from Other businesses [3] | (51) | (58) | (200) | (204) | |||
| Underlying operating profit | $657 | $611 | 8% | $2,579 | $2,356 | 9% | |
| Adjustments: | |||||||
| Integration programs expenses | (64) | (173) | (215) | (463) | |||
| Depreciation and amortization of computer software (excluding Other businesses [3] | 271 | 247 | 1,048 | 959 | |||
| Adjusted EBITDA | $864 | $685 | 26% | $3,412 | $2,852 | 20% | |
| Underlying operating profit margin | 19.6% | 19.1% | 50bp | 20.0% | 19.5% | 50bp | |
| Adjusted EBITDA margin | 25.8% | 21.4% | 440bp | 26.4% | 23.6% | 280bp | |
Thomson Reuters Corporation
Reconciliation of (Loss) Earnings from Continuing Operations to Adjusted EBITDA [4]
(millions of U.S. dollars)
(unaudited)
| Three Months Ended | Twelve Months Ended | ||||||
| December 31, | December 31, | ||||||
| 2011 | 2010 | Change | 2011 | 2010 | Change | ||
| (Loss) earnings from continuing operations | ($2,604) | $225 | nm | ($1,396) | $933 | nm | |
| Adjustments: | |||||||
| Tax (benefit) expense | (78) | (4) | 293 | 139 | |||
| Other finance (income) costs | (4) | (8) | 15 | (28) | |||
| Net interest expense | 95 | 96 | 396 | 383 | |||
| Amortization of other identifiable intangible assets | 166 | 146 | 612 | 545 | |||
| Amortization of computer software | 178 | 155 | 659 | 572 | |||
| Depreciation | 114 | 110 | 438 | 457 | |||
| EBITDA | ($2,133) | $720 | $1,017 | $3,001 | |||
| Adjustments: | |||||||
| Share of post tax earnings in equity method investees | (2) | (2) | (13) | (8) | |||
| Other operating losses (gains), net | 98 | 1 | (204) | 16 | |||
| Goodwill impairment | 3,010 | - | 3,010 | - | |||
| Fair value adjustments | (37) | 42 | (149) | 117 | |||
| EBITDA from Other businesses [3] | (72) | (76) | (249) | (274) | |||
| Adjusted EBITDA | $864 | $685 | 26% | $3,412 | $2,852 | 20% | |
| Adjusted EBITDA margin | 25.8% | 21.4% | 440bp | 26.4% | 23.6% | 280bp | |
Thomson Reuters Corporation
Reconciliation of Underlying Operating Profit [5] to Adjusted EBITDA [4] by Division and Business Segment
(millions of U.S. dollars)
(unaudited)
| Three Months Ended December 31, 2011 | Three Months Ended December 31, 2010 | ||||||
| Underlying Operating Profit | Add: Depreciation and Amortization of Computer Software ** | Adjusted EBITDA | Underlying Operating Profit | Add: Depreciation and Amortization of Computer Software ** | Adjusted EBITDA | ||
| Legal [1] | $251 | $67 | $318 | $238 | $69 | $307 | |
| Tax & Accounting [1] | 118 | 27 | 145 | 110 | 22 | 132 | |
| Intellectual Property & Science [1] | 64 | 16 | 80 | 53 | 12 | 65 | |
| Professional Division | 433 | 110 | 543 | 401 | 103 | 504 | |
| Markets Division | 311 | 153 | 464 | 298 | 135 | 433 | |
| Corporate expenses | (87) | 8 | (79) | (88) | 9 | (79) | |
| Integration programs expenses | na | na | (64) | na | na | (173) | |
| $657 | $271 | $864 | $611 | $247 | $685 | ||
| Twelve Months Ended December 31, 2011 | Twelve Months Ended December 31, 2010 | ||||||
| Underlying Operating Profit | Add: Depreciation and Amortization of Computer Software ** | Adjusted EBITDA | Underlying Operating Profit | Add: Depreciation and Amortization of Computer Software ** | Adjusted EBITDA | ||
| Legal [1] | $943 | $290 | $1,233 | $892 | $269 | $1,161 | |
| Tax & Accounting [1] | 261 | 98 | 359 | 223 | 84 | 307 | |
| Intellectual Property & Science [1] | 237 | 59 | 296 | 209 | 54 | 263 | |
| Professional Division | 1,441 | 447 | 1,888 | 1,324 | 407 | 1,731 | |
| Markets Division | 1,411 | 581 | 1,992 | 1,281 | 527 | 1,808 | |
| Corporate expenses | (273) | 20 | (253) | (249) | 25 | (224) | |
| Integration programs expenses | na | na | (215) | na | na | (463) | |
| $2,579 | $1,048 | $3,412 | $2,356 | $959 | $2,852 | ||
| ** excludes Other businesses [3] |
| na = not applicable |
Thomson Reuters Corporation
Reconciliation of (Loss) Earnings Attributable to Common Shareholders
to Adjusted Earnings from Continuing Operations [6]
(millions of U.S. dollars, except as otherwise indicated and except for per share data)
(unaudited)
| Three Months Ended | Twelve Months Ended | ||||
| December 31, | December 31, | ||||
| 2011 | 2010 | 2011 | 2010 | ||
| (Loss) earnings attributable to common shareholders | ($2,572) | $224 | ($1,390) | $909 | |
| Adjustments: | |||||
| Goodwill impairment | 3,010 | - | 3,010 | - | |
| Goodwill impairment attributable to non-controlling interests | (40) | - | (40) | - | |
| Operating profit from Other businesses [3] | (51) | (58) | (200) | (204) | |
| Fair value adjustments | (37) | 42 | (149) | 117 | |
| Other operating losses (gains), net | 98 | 1 | (204) | 16 | |
| Other finance (income) costs | (4) | (8) | 15 | (28) | |
| Share of post tax earnings in equity method investees | (2) | (2) | (13) | (8) | |
| Tax on above items | (51) | (11) | 129 | 9 | |
| Interim period effective tax rate normalization [7] | 10 | 22 | - | - | |
| Discrete tax items | (72) | (47) | (105) | (47) | |
| Amortization of other identifiable intangible assets | 166 | 146 | 612 | 545 | |
| Discontinued operations | (2) | - | (4) | - | |
| Dividends declared on preference shares | (1) | (1) | (3) | (3) | |
| Adjusted earnings from continuing operations | $452 | $308 | $1,658 | $1,306 | |
| Adjusted earnings per share from continuing operations | $0.54 | $0.37 | $1.98 | $1.56 | |
| Diluted weighted average common shares (in millions) | 829.7 | 837.7 | 835.8 | 836.4 | |
Thomson Reuters Corporation
Reconciliation of Net Cash Provided by Operating Activities
to Underlying Free Cash Flow [8], [9]
(millions of U.S. dollars)
(unaudited)
| Three Months Ended | Twelve Months Ended | ||||
| December 31, | December 31, | ||||
| 2011 | 2010 | 2011 | 2010 | ||
| Net cash provided by operating activities | $942 | $1,003 | $2,597 | $2,672 | |
| Capital expenditures, less proceeds from disposals | (282) | (297) | (1,041) | (1,114) | |
| Other investing activities | 10 | 6 | 49 | 8 | |
| Dividends paid on preference shares | (1) | (1) | (3) | (3) | |
| Free cash flow | 669 | 711 | 1,602 | 1,563 | |
| Integration programs costs | 88 | 129 | 286 | 450 | |
| Underlying free cash flow | $757 | $840 | $1,888 | $2,013 | |
Footnotes
| (1) | Thomson Reuters reorganized its reportable segments in the second quarter of 2011. Prior-period amounts have been reclassified to reflect the current presentation. |
| (2) | Revenues from ongoing businesses are revenues from reportable segments (which excludes Other businesses (see note (3) below)) less eliminations. |
| (3) | Other businesses are businesses that have been or are expected to be exited through sale or closure that did not qualify for discontinued operations classification. Other businesses do not qualify as a component of the company's four reportable segments, nor as a separate reportable segment. Other businesses include the Healthcare business, for which the divestiture process has been suspended until market conditions improve. |
| (millions of U.S. dollars) | Three Months Ended | Twelve Months Ended | |||
| December 31, | December 31, | ||||
| Other businesses | 2011 | 2010 | 2011 | 2010 | |
| Revenues | $222 | $257 | $891 | $962 | |
| Operating profit | $51 | $58 | $200 | $204 | |
| Depreciation and amortization of computer software | 21 | 18 | 49 | 70 | |
| EBITDA | $72 | $76 | $249 | $274 | |
| (4) | Thomson Reuters defines adjusted EBITDA as underlying operating profit excluding the related depreciation and amortization of computer software but including integration programs expense. Adjusted EBITDA margin is adjusted EBITDA expressed as a percentage of revenues from ongoing businesses. |
| (5) | Underlying operating profit is operating profit from reportable segments and corporate expenses. Underlying operating profit margin is the underlying operating profit expressed as a percentage of revenues from ongoing businesses. |
| (6) | Adjusted earnings from continuing operations and adjusted earnings per share from continuing operations include dividends declared on preference shares and integration programs expense, but exclude the pre-tax impacts of amortization of other identifiable intangible assets as well as the post-tax impacts of fair value adjustments, other operating (gains) and losses, certain impairment charges, the results of Other businesses (see note (3) above), other finance (income) costs, Thomson Reuters share of post-tax (earnings) losses in equity method investees, discontinued operations and other items affecting comparability. Adjusted earnings per share from continuing operations is calculated using diluted weighted average shares and does not represent actual earnings or loss per share attributable to shareholders. Because Thomson Reuters reported a "net loss from continuing operations" under IFRS for the fourth quarter and full year 2011, the weighted average common shares used to compute diluted EPS are the same as basic EPS, with no adjustment for potential common shares that would reduce the loss per share and therefore be anti-dilutive. Since adjusted earnings from continuing operations is a profit, as it excludes the $3.0 billion goodwill impairment charge, potential common shares are included, as they lower adjusted EPS and are therefore dilutive. |
The following table reconciles IFRS and non-IFRS common share information:
| (weighted average common shares) | Three Months Ended | Twelve Months Ended |
| December 31, 2011 | ||
| IFRS: Basic and Diluted | 828,185,741 | 833,459,452 |
| Effect of stock options and other equity incentive awards | 1,489,159 | 2,297,510 |
| Non- IFRS | 829,674,900 | 835,756,962 |
| (7) | Adjustment to reflect income taxes based on estimated full-year effective tax rate. Reported earnings or loss for interim periods reflect income taxes based on the estimated effective tax rates of each of the jurisdictions in which Thomson Reuters operates. The adjustment reallocates estimated full-year income taxes between interim periods, but has no effect on full year income taxes. |
| (8) | Underlying free cash flow is free cash flow excluding one-time cash costs associated with integration programs. Free cash flow is net cash provided by operating activities less capital expenditures, other investing activities and dividends paid on the company's preference shares. Thomson Reuters uses free cash flow as a performance measure because it represents cash available to repay debt, pay dividends and fund share repurchases and new acquisitions. |
| (9) | There was no impact on free cash flow or underlying free cash flow as a result of the revision of prior-period amounts for "net cash provided by operating activities" and "capital expenditures, less proceeds from disposals." See the "Consolidated Statement of Cash Flow" in this news release for additional information. |
Thomson Reuters Corporation
Consolidated Income Statement
(millions of U.S. dollars, except per share data)
(unaudited)
| Three Months Ended | Twelve Months Ended | ||||
| December 31, | December 31, | ||||
| 2011 | 2010 | 2011 | 2010 | ||
| Revenues | $3,577 | $3,458 | $13,807 | 13,070 | |
| Operating expenses | (2,604) | (2,739) | (9,997) | (10,061) | |
| Depreciation | (114) | (110) | (438) | (457) | |
| Amortization of computer software | (178) | (155) | (659) | (572) | |
| Amortization of other identifiable intangible assets | (166) | (146) | (612) | (545) | |
| Goodwill impairment | (3,010) | - | (3,010) | - | |
| Other operating (losses) gains, net | (98) | (1) | 204 | (16) | |
| Operating (loss) profit | (2,593) | 307 | (705) | 1,419 | |
| Finance costs, net: | |||||
| Net interest expense | (95) | (96) | (396) | (383) | |
| Other finance income (costs) | 4 | 8 | (15) | 28 | |
| (Loss) income before tax and equity method investees | (2,684) | 219 | (1,116) | 1,064 | |
| Share of post tax earnings in equity method investees | 2 | 2 | 13 | 8 | |
| Tax benefit (expense) | 78 | 4 | (293) | (139) | |
| (Loss) earnings from continuing operations | (2,604) | 225 | (1,396) | 933 | |
| Earnings from discontinued operations, net of tax | 2 | - | 4 | - | |
| Net (loss) earnings | ($2,602) | $225 | ($1,392) | $933 | |
| (Loss) earnings attributable to: | |||||
| Common shareholders | (2,572) | 224 | (1,390) | 909 | |
| Non-controlling interests | (30) | 1 | (2) | 24 | |
| Basic (loss) earnings per share | ($3.11) | $0.27 | ($1.67) | $1.09 | |
| Diluted (loss) earnings per share | ($3.11) | $0.27 | ($1.67) | $1.08 | |
| Basic weighted average common shares | 828,185,741 | 833,535,077 | 833,459,452 | 832,307,705 | |
| Diluted weighted average common shares | 828,185,741 | 837,745,433 | 833,459,452 | 836,447,414 | |
Thomson Reuters Corporation
Consolidated Statement of Financial Position
(millions of U.S. dollars)
(unaudited)
| December 31, | December 31, | ||
| 2011 | 2010 | ||
| Assets | |||
| Cash and cash equivalents | $422 | $864 | |
| Trade and other receivables | 1,984 | 1,809 | |
| Other financial assets | 100 | 74 | |
| Prepaid expenses and other current assets | 641 | 912 | |
| Current assets excluding assets held for sale | 3,147 | 3,659 | |
| Assets held for sale | 767 | - | |
| Current assets | 3,914 | 3,659 | |
| Computer hardware and other property, net | 1,509 | 1,567 | |
| Computer software, net | 1,640 | 1,613 | |
| Other identifiable intangible assets, net | 8,471 | 8,714 | |
| Goodwill | 15,932 | 18,892 | |
| Other financial assets | 425 | 460 | |
| Other non-current assets | 535 | 558 | |
| Deferred tax | 50 | 68 | |
| Total assets | $32,476 | $35,531 | |
| Liabilities and equity | |||
| Liabilities | |||
| Current indebtedness | $434 | $645 | |
| Payables, accruals and provisions | 2,675 | 2,924 | |
| Deferred revenue | 1,379 | 1,300 | |
| Other financial liabilities | 81 | 142 | |
| Current liabilities excluding liabilities associated with assets held for sale | 4,569 | 5,011 | |
| Liabilities associated with assets held for sale | 35 | - | |
| Current liabilities | 4,604 | 5,011 | |
| Long-term indebtedness | 7,160 | 6,873 | |
| Provisions and other non-current liabilities | 2,513 | 2,217 | |
| Other financial liabilities | 27 | 71 | |
| Deferred tax | 1,422 | 1,684 | |
| Total liabilities | 15,726 | 15,856 | |
| Equity | |||
| Capital | 10,288 | 10,284 | |
| Retained earnings | 7,633 | 10,518 | |
| Accumulated other comprehensive loss | (1,516) | (1,480) | |
| Total shareholders' equity | 16,405 | 19,322 | |
| Non-controlling interests | 345 | 353 | |
| Total equity | 16,750 | 19,675 | |
| Total liabilities and equity | $32,476 | $35,531 |
Thomson Reuters Corporation
Consolidated Statement of Cash Flow
(millions of U.S. dollars)
(unaudited)
| Three Months Ended December 31, | Twelve Months Ended December 31, | ||||
| 2011 | 2010 | 2011 | 2010 | ||
| Cash provided by (used in): | |||||
| Operating activities | |||||
| Net (loss) earnings | ($2,602) | $225 | ($1,392) | $933 | |
| Adjustments for: | |||||
| Depreciation | 114 | 110 | 438 | 457 | |
| Amortization of computer software | 178 | 155 | 659 | 572 | |
| Amortization of other identifiable intangible assets | 166 | 146 | 612 | 545 | |
| Goodwill impairment | 3,010 | - | 3,010 | - | |
| Net losses (gains) on disposals of businesses and investments | 1 | - | (388) | (26) | |
| Deferred tax | 27 | (137) | (202) | (205) | |
| Other | (22) | 109 | 139 | 440 | |
| Changes in working capital and other items [1] | 70 | 395 | (279) | (38) | |
| Operating cash flows from continuing operations | 942 | 1,003 | 2,597 | 2,678 | |
| Operating cash flows from discontinued operations | - | - | - | (6) | |
| Net cash provided by operating activities [1] | 942 | 1,003 | 2,597 | 2,672 | |
| Investing activities | |||||
| Acquisitions, net of cash acquired | (172) | (34) | (1,286) | (612) | |
| (Payments for) proceeds from other disposals, net of taxes paid | (90) | (4) | 415 | 26 | |
| Capital expenditures, less proceeds from disposals [1] | (282) | (297) | (1,041) | (1,114) | |
| Other investing activities | 10 | 6 | 49 | 8 | |
| Investing cash flows from continuing operations | (534) | (329) | (1,863) | (1,692) | |
| Investing cash flows from discontinued operations | 5 | - | 56 | - | |
| Net cash used in investing activities [1] | (529) | (329) | (1,807) | (1,692) | |
| Financing activities | |||||
| Proceeds from debt | 349 | - | 349 | 1,367 | |
| Repayments of debt | (2) | (765) | (648) | (1,683) | |
| Net (repayments) borrowings under short-term loan facilities | (663) | 6 | 400 | 5 | |
| Repurchases of common shares | (7) | - | (326) | - | |
| Dividends paid on preference shares | (1) | (1) | (3) | (3) | |
| Dividends paid on common shares | (248) | (203) | (960) | (898) | |
| Other financing activities | (8) | (2) | (39) | (7) | |
| Net cash used in financing activities | (580) | (965) | (1,227) | (1,219) | |
| Translation adjustments on cash and cash equivalents | - | (3) | (5) | (8) | |
| Decrease in cash and cash equivalents | (167) | (294) | (442) | (247) | |
| Cash and cash equivalents at beginning of period | 589 | 1,158 | 864 | 1,111 | |
| Cash and cash equivalents at end of period | $422 | $864 | $422 | $864 | |
| (1) | In the second quarter of 2011, Thomson Reuters revised certain prior-period amounts in the consolidated statement of cash flow. Specifically, capital expenditures include only cash payments, whereas prior to the revision they also included accruals relating to capital expenditures. The revision had no impact on prior-periods' increase or decrease in cash and cash equivalents, financial position or results of operations. Capital expenditures including accrued amounts were $377 million and $1,097 million for the three and twelve months ended December 31, 2010, respectively. |
Appendix A
2011 Baseline for 2012 Business Outlook
Thomson Reuters Corporation
Reconciliation of Free Cash Flow to Free Cash Flow from Ongoing Operations [1]
(millions of U.S. dollars)
(unaudited)
| Twelve Months Ended | |
| December 31, 2011 | |
| Free cash flow | $1,602 |
| Other businesses | (215) |
| Free cash flow from ongoing operations | $1,387 |
| (1) | Thomson Reuters uses free cash flow from ongoing operations as a supplemental non-IFRS financial measure of its ability to create shareholder value because it represents free cash flow generated by its operations excluding businesses that have been or are expected to be exited through sale or closure. |
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