Back to Contents
74
/
|
Notes to the financial
statements
|
|
continued
|
15 Investments accounted for using the equity method
|
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Interests
|
|
|
Interests
|
|
|
|
|
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in joint
|
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in
|
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|
|
|
|
|
ventures
|
|
|
associates
|
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Total
|
|
|
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£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
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Net assets/cost:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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1 January 2005
|
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29
|
|
|
5
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences
|
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2
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
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Arising in year share of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating profits
|
|
5
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
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Interest receivable
|
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1
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Dividends received
|
|
(4
|
)
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
Impairments
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
31 December 2005
|
|
32
|
|
|
3
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications*
|
|
(14
|
)
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
Exchange differences
|
|
(3
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
Arising in year share of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profits
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
(2
|
)
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
8
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
Dividends received
|
|
(3
|
)
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
31 December 2006
|
|
19
|
|
|
3
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications**
|
|
|
|
|
2
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Arising in year share of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating losses
|
|
(5
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
9
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
Dividends received
|
|
(2
|
)
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
21
|
|
|
5
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2005
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2005
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
15
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2006
|
|
|
|
|
16
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
5
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications**
|
|
|
|
|
(20
|
)
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2005
|
|
32
|
|
|
4
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2006
|
|
19
|
|
|
19
|
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
21
|
|
|
6
|
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Reclassifications in 2006 relate to the Groups investment in Factiva, which was classified as a non-current asset held for sale and sold during the year.
|
|
**
|
Reclassifications in 2007 relate to the Groups investment in TIMES NOW, which was classified as a non-current asset held for sale, and Pluck which was classified as an
available-for-sale asset.
|
The Group holds a 51% interest in AFE Solutions Limited, a 35% holding in 3 Times Square Associates LLC and a 40% holding in Independent Research Network LLC, being other jointly controlled
entities accounted for under the equity method of accounting.
In July 2006, Reuters and the Chicago Mercantile Exchange announced the formation of a new joint venture, FXMarketSpace Limited, to create a centrally-cleared, global foreign exchange
trading system. Reuters invested £8 million in the joint venture during 2006 and a further £10 million in 2007.The Group holds a 50% interest in this jointly controlled entity.
In October 2006, Reuters acquired a 26% interest in Times Global Broadcasting Company Limited for £11 million relating to the launch of a new Indian TV News Channel, TIMES NOW, in
association with the Times of India. Reuters invested £5 million in the associate during 2007. In November 2007 the TIMES NOW investment was classified as a non-current asset held for sale.
In November 2006, Reuters acquired a 17% interest in Pluck Corporation for £4 million. This was classified as an associate and accounted for under the equity method of accounting
because Reuters had an option to acquire 100% of the equity and therefore had significant influence over Pluck Corporation. On 31 March 2007 this investment was transferred to available-for-sale assets following expiry of the option to purchase and
was sold on 4 March 2008.
On 18 October 2006, Reuters agreed to sell the majority of its investment in Factiva to joint venture partner Dow Jones. In accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations, Reuters reclassified its investment as a non-current asset held for sale on this date. The sale was completed on
15 December 2006.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
75
|
|
continued
|
15 Investments accounted for using the equity method
continued
Share of post-taxation (losses)/profits from associate and joint ventures is
reconciled to the income statement as follows:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Operating profits
|
|
(5
|
)
|
1
|
|
5
|
|
|
|
|
|
|
|
|
|
Interest receivable
|
|
|
|
1
|
|
1
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
(1
|
)
|
(2
|
)
|
(1
|
)
|
|
|
|
|
|
|
|
|
Set-up costs of FXMarketSpace
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
Share of post-taxation (losses)/profits from associates and joint ventures
|
|
(6
|
)
|
(4
|
)
|
5
|
|
|
|
|
|
|
|
|
|
Summarised financial information in respect of the Groups interests in
joint ventures at 31 December is as follows:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Income
|
|
7
|
|
63
|
|
83
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
(12
|
)
|
(64
|
)
|
(78
|
)
|
|
|
|
|
|
|
|
|
(Losses)/profit
|
|
(5
|
)
|
(1
|
)
|
5
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
54
|
|
61
|
|
76
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
16
|
|
18
|
|
37
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
(41
|
)
|
(49
|
)
|
(20
|
)
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
(8
|
)
|
(11
|
)
|
(61
|
)
|
|
|
|
|
|
|
|
|
Carrying value
|
|
21
|
|
19
|
|
32
|
|
|
|
|
|
|
|
|
|
Summarised financial information in respect of the Groups interests in
its principal associates at 31 December is as follows:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
5
|
|
10
|
|
21
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit
|
|
(1
|
)
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
10
|
|
48
|
|
19
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
(4
|
)
|
(29
|
)
|
(15
|
)
|
|
|
|
|
|
|
|
|
Carrying value
|
|
6
|
|
19
|
|
4
|
|
|
|
|
|
|
|
|
|
16 Other financial assets and liabilities
Other financial assets and liabilities, including derivative financial instruments,
are stated at fair value.
Other financial assets include the following:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
14
|
|
17
|
|
13
|
|
|
|
|
|
|
|
|
|
Other available-for-sale financial assets
|
|
4
|
|
9
|
|
5
|
|
|
|
|
|
|
|
|
|
Short-term deposits
|
|
3
|
|
198
|
|
1
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments (see note 17):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency
interest rate swaps fair value hedges < 1 year
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency
interest rate swaps fair value hedges > 1 year
|
|
20
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
Cross-currency
interest rate swaps net investment hedges
|
|
34
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
Forward
foreign exchange contracts held for trading
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in revenue contracts
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in supplier contracts
|
|
1
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
91
|
|
257
|
|
40
|
|
|
|
|
|
|
|
|
|
Less: Non-current portion
|
|
(62
|
)
|
(47
|
)
|
(22
|
)
|
|
|
|
|
|
|
|
|
Current portion
|
|
29
|
|
210
|
|
18
|
|
|
|
|
|
|
|
|
|
Short-term deposits are managed by the Groups treasury function as part
of the Groups overall financing strategy. Movements in short-term deposits
are therefore classified
within financing activities in the Consolidated cash flow statement.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
76
/
|
Notes to the financial
statements
|
|
continued
|
16 Other financial assets and liabilities
continued
Movements in the carrying
value of available-for-sale financial assets are analysed as follows:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
1 January
|
|
26
|
|
18
|
|
158
|
|
|
|
|
|
|
|
|
|
Additions
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Fair value adjustments transferred to equity
|
|
11
|
|
6
|
|
(50
|
)
|
|
|
|
|
|
|
|
|
Reclassifications*
|
|
4
|
|
4
|
|
(23
|
)
|
|
|
|
|
|
|
|
|
Disposals
|
|
(24
|
)
|
(2
|
)
|
(68
|
)
|
|
|
|
|
|
|
|
|
31 December
|
|
18
|
|
26
|
|
18
|
|
|
|
|
|
|
|
|
|
*
|
The reclassification in 2007 relates to the 17% interest in Pluck Corporation
reclassified following the expiry of an option to acquire 100% of the equity
interest. Reclassifications in 2006 relate to a minority preference share
interest in a Factiva entity that Reuters retained following the disposal
of the majority of the Groups investment in Factiva. Reclassifications
in 2005 include balances transferred to assets held for sale and liabilities
associated with assets held for sale.
|
Other financial liabilities
include
the following:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank overdrafts
|
|
9
|
|
24
|
|
25
|
|
|
|
|
|
|
|
|
|
Term notes and commercial paper
|
|
610
|
|
632
|
|
383
|
|
|
|
|
|
|
|
|
|
Finance lease payables
|
|
12
|
|
4
|
|
2
|
|
|
|
|
|
|
|
|
|
Total borrowings
|
|
631
|
|
660
|
|
410
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments (see note 17)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency
interest rate swaps fair value hedges < 1 year
|
|
1
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency
interest rate swaps fair value hedges > 1 year
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency
interest rate swaps net investment hedges
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
Forward
foreign exchange contracts held for trading
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in revenue contracts
|
|
28
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in supplier contracts
|
|
1
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Total
|
|
662
|
|
687
|
|
420
|
|
|
|
|
|
|
|
|
|
Less: Non-current portion
|
|
(370
|
)
|
(521
|
)
|
(371
|
)
|
|
|
|
|
|
|
|
|
Current portion
|
|
292
|
|
166
|
|
49
|
|
|
|
|
|
|
|
|
|
The term notes principally relate to a public bond of £364 million which
is repayable in November 2010 and incurs interest at a fixed rate of 4.6% and
a floating rate note of £184 million repayable in November 2008 and at 31
December 2007 incurs interest at 4.8% . Commercial paper of £58 million
incurs interest at 5.8% . All borrowings are unsecured.
The maturity profile of finance
lease payables is as follows:
|
|
Minimum
|
|
Present value of
|
|
|
|
lease payments
|
|
minimum lease payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year
|
|
6
|
|
2
|
|
1
|
|
5
|
|
2
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One to five years
|
|
7
|
|
2
|
|
1
|
|
7
|
|
2
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
13
|
|
4
|
|
2
|
|
12
|
|
4
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of the Groups lease obligations approximates to their
carrying amounts.
Fair value movements on other
financial assets and liabilities recognised during 2007, 2006 and 2005 (see
note 17) include the following:
|
|
|
|
2007
|
|
|
|
2006
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value
|
|
|
|
|
Fair value
|
|
|
|
Fair value
|
|
|
|
|
gain/(loss)
|
|
|
Fair value
|
|
gain/(loss)
|
|
Fair value
|
|
gain/(loss)
|
|
Fair value
|
|
|
in income
|
|
|
gain/(loss)
|
|
in income
|
|
gain/(loss)
|
|
in income
|
|
gain/(loss)
|
|
|
statement
|
|
|
in equity
|
|
statement
|
|
in equity
|
|
statement
|
|
in equity
|
|
|
£m
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial
assets
|
|
|
|
11
|
|
|
|
6
|
|
|
|
(50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in revenue
contracts
|
(10
|
)
|
|
|
|
(24
|
)
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Embedded derivatives in supplier
contracts
|
(3
|
)
|
|
|
|
4
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency
interest rate swaps fair value hedges
|
50
|
|
|
|
|
(3
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cross-currency
interest rate swaps net investment hedges
|
1
|
|
|
4
|
|
1
|
|
34
|
|
(1
|
)
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial assets
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
37
|
|
|
15
|
|
(22
|
)
|
40
|
|
1
|
|
(89
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
77
|
|
continued
|
17 Derivatives and other financial instruments
Management of financial risk
The
Groups activities expose it to a variety of financial risks. The main risks
managed by the Group, under policies approved by the Board, are foreign currency
risk, interest rate risk, liquidity risk, counterparty credit risk and price
risk. The Groups overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the Groups
financial performance. The Board periodically reviews Reuters treasury activities,
policies and procedures. All treasury activity takes place within a formal control
framework.
Details of values of financial assets and liabilities, including derivative financial
instruments are shown on page 81.
Liquidity risk
Prudent liquidity risk management
implies maintaining sufficient cash and marketable securities, the availability
of funding through adequate committed credit facilities, the spreading of debt
maturities over a number of years and the ability to close out market positions.
Reuters manages its net debt position and interest costs to support its continued
access to the full range of debt capital markets. On a regular basis a medium-term
forecast of liquidity is reviewed and recommendations made if a safety margin
agreed with the Board is not in place over the next 18 months. At 31 December
2007, the Group estimates that, based on forecast cash flows over the following
two years the estimated maximum headroom was consistent with maintaining a Baa1/BBB+
credit rating.
In October 2006, Reuters entered into a committed multicurrency syndicated credit
facility for £680 million. This replaced an existing committed syndicated
credit facility of £480
million and a bilateral loan facility of £24 million.
At
31 December 2007, Reuters had available £623 million under
the facility,
Contractual Maturity Analysis for Financial Assets & Liabilities
following utilisation of £57 million in the form of a standby letter of
credit relating to an operating lease. A further £100 million was drawn
on the facility in September 2007 and repaid in November 2007. The commitment
expires, and any final repayment is due in October 2011 unless a one-year extension
option is exercised in October 2008 (at the banks discretion). In this
instance, the latest expiry date would be
2012.
In March 1998, Reuters established a Euro commercial paper programme. This provides
access to £1.5 billion of uncommitted short-term finance of
which £1.4 billion was unused at 31
December 2007 (£1.4 billion was unused at
31
December 2006; £1.5 billion was unused at 31 December 2005). In December
1998, Reuters established a £1 billion Euro medium-term note programme of
which £445 million was
unused at 31 December 2007 (£490 million was unused at 31 December 2006; £631
million was unused at 31 December 2005).
In addition, at 31 December 2007, the Group had unused, short-term, uncommitted
bank borrowing facilities denominated in various currencies, the sterling equivalent
of which was
approximately £118 million, at money market rates.
The analysis below summarises the maturity profile of the Groups financial
assets and liabilities, based on:
•
|
the undiscounted contractual maturities of the financial assets; and
|
|
|
•
|
the undiscounted contractual maturities of the financial liabilities, including
interest that will accrue to those
liabilities, except where the Group is entitled
and intends to repay the liability before its maturity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within
|
|
|
One to
|
|
|
Two to
|
|
|
Three to
|
|
|
Four to
|
|
|
More than
|
|
|
|
|
|
|
one year
|
|
|
two years
|
|
|
three years
|
|
|
four years
|
|
|
five years
|
|
|
five years
|
|
|
Total
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial assets
|
|
203
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
4
|
|
|
209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative receivable leg, settled gross
|
|
661
|
|
|
41
|
|
|
693
|
|
|
|
|
|
|
|
|
|
|
|
1,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative payable leg, settled gross
|
|
(632
|
)
|
|
(40
|
)
|
|
(637
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,309
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
(284
|
)
|
|
(21
|
)
|
|
(388
|
)
|
|
|
|
|
|
|
|
|
|
|
(693
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial liabilities
|
|
(680
|
)
|
|
(20
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(720
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
(460
|
)
|
|
(40
|
)
|
|
(344
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
2
|
|
|
(846
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within
|
|
|
One to
|
|
|
Two to
|
|
|
Three to
|
|
|
Four to
|
|
|
More than
|
|
|
|
|
|
|
one year
|
|
|
two years
|
|
|
three years
|
|
|
four years
|
|
|
five years
|
|
|
five years
|
|
|
Total
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial assets
|
|
224
|
|
|
2
|
|
|
1
|
|
|
|
|
|
|
|
|
7
|
|
|
234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative receivable leg, settled gross
|
|
319
|
|
|
331
|
|
|
36
|
|
|
682
|
|
|
|
|
|
|
|
|
1,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative payable leg, settled gross
|
|
(321
|
)
|
|
(334
|
)
|
|
(38
|
)
|
|
(671
|
)
|
|
|
|
|
|
|
|
(1,364
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
(171
|
)
|
|
(197
|
)
|
|
(16
|
)
|
|
(353
|
)
|
|
|
|
|
|
|
|
(737
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial liabilities
|
|
(507
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(546
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
(103
|
)
|
|
(217
|
)
|
|
(24
|
)
|
|
(347
|
)
|
|
(3
|
)
|
|
2
|
|
|
(692
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
78
/
|
Notes to the financial
statements
|
|
continued
|
17
Derivatives and other financial instruments
continued
|
|
2005
|
|
|
|
|
|
|
Contractual
maturity
|
|
|
|
|
|
Within
|
|
One to
|
|
Two to
|
|
Three to
|
|
Four to
|
|
More than
|
|
|
|
|
|
one year
|
|
two years
|
|
three years
|
|
four years
|
|
five years
|
|
five years
|
|
Total
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
Available-for-sale financial
assets
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
Short-term investments
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
Cash and cash equivalents
|
|
662
|
|
|
|
|
|
|
|
|
|
|
|
662
|
|
|
|
|
Other financial assets
|
|
218
|
|
1
|
|
3
|
|
1
|
|
|
|
7
|
|
230
|
|
|
|
|
Derivative receivable leg,
settled gross
|
|
186
|
|
34
|
|
34
|
|
34
|
|
687
|
|
|
|
975
|
|
|
|
|
Derivative payable leg, settled
gross
|
|
(183
|
)
|
(33
|
)
|
(33
|
)
|
(33
|
)
|
(693
|
)
|
|
|
(975
|
)
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
(63
|
)
|
(16
|
)
|
(20
|
)
|
(16
|
)
|
(360
|
)
|
|
|
(475
|
)
|
|
|
|
Other financial
liabilities
|
|
(473
|
)
|
(30
|
)
|
(8
|
)
|
(8
|
)
|
(4
|
)
|
(7
|
)
|
(530
|
)
|
|
|
|
Total
|
|
366
|
|
(44
|
)
|
(24
|
)
|
(22
|
)
|
(370
|
)
|
|
|
(94
|
)
|
|
|
|
Capital structure
The Group considers capital to be equity as disclosed
in note 11 and net debt, which is total borrowings less short-term deposits
and cash and cash equivalents. The Group is committed to managing its capital
structure with the objective of maintaining the right balance between funding
investment opportunities, managing the risk profile of the business and returning
surplus cash to shareholders. On 1 March 2007 Reuters communicated that it will
actively manage its capital structure to maintain a strong investment grade
rating of BBB+/Baa1. Prior to that Reuters had maintained a credit rating of
A-/A3 or better. Reuters monitors the capital structure of the company on the
basis of the primary debt capacity ratios as defined by our credit rating agencies.
The ratios are calculated using an adjusted cash flow measure as a percentage
of adjusted net debt. The adjustments take into account items such as pensions
and operating leases. The final credit rating is determined as a combination
of financial and non-financial criteria, the ratio being just one of those financial
criteria.
|
|
Moodys (RCF/Net
Debt**)
|
|
Standard & Poors
(FFO/Net Debt***)
|
|
|
|
|
|
|
|
Rating Agency
|
|
2007
|
|
|
2006
|
|
2005
|
|
2007
|
|
|
2006
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Credit Rating
|
|
Baa1
|
|
|
A3
|
|
A3
|
|
BBB+
|
|
|
A
|
|
A -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target % set by Agency
|
|
17%*
|
|
|
20%
|
|
20%
|
|
30%*
|
|
|
35%
|
|
35%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reuters Actual %
|
|
39%*
|
|
|
28%
|
|
31%
|
|
62%*
|
|
|
39%
|
|
67%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Percentages based on Reuters estimates
|
** RCF (Retained Cashflow)
|
*** FFO (Funds from Operations)
|
Certain group companies are subject to minimum capital requirements imposed by regulatory bodies. At 31 December 2007 minimum regulatory capital for those companies amounted to £1m and
during the year they complied with externally imposed capital requirements to which they were subject.
Foreign Currency Risk
Foreign exchange risk arises from cash flows
relating to commercial transactions, recognised assets and liabilities and net
investments in foreign operations. A substantial portion of Reuters revenue
is receivable in foreign currencies with terms of payments up to three months
in advance. Reuters is exposed to currency risk from committed revenue for periods
of up to two years.
Transaction exposure occurs when, as a result of trading activities, an entity receives or pays cash in a currency different to its functional currency. Exposures principally arise in US
dollars and Euros. Risk is managed, where opportunities arise, by denominating commercial contracts in currencies which will reduce net currency exposure. Residual exposure may be managed with the use of forward foreign exchange contracts, currency
options and foreign exchange swaps.
The conversion of net investments in foreign operations into the Groups reporting currency of sterling creates balance sheet translation exposure. The main currency to which the Group
is exposed is the US dollar. To mitigate
this effect, to the extent that the Group has core debt, it is held in currencies which approximately match to the currency profile of the Groups net assets. The currency of the debt
may be altered by the use of currency swaps. At the end of each quarter the currency profile of net assets and core debt, after the impact of derivatives, are reviewed and adjustments made if appropriate. Issuance of debt in foreign currency also
creates translation exposure.
This is managed in the form of a fair value hedge which may combine the management of foreign exchange and interest rate risk in one swap transaction.
Hedges of net investment
in foreign entity
The Groups
500
million fixed rate bond and the
250
million floating rate note issued respectively in November 2003 and November
2006 were partially swapped into US dollars and Swiss francs by transacting
cross-currency interest rate swaps and designated as a hedge of the net investment
in the Groups foreign subsidiaries. The resulting debt of $694 million
(2006: $694 million; 2005: $498 million) was designated against the
foreign investment in US subsidiaries, goodwill arising on acquisitions, and
certain intangible assets. The resulting Swiss franc debt which was terminated
in January 2007 (2006: 79 million Swiss francs; 2005: 55 million Swiss francs)
was designated as a hedge of the foreign investment in Reuters SA. Also a debt
of
15
million (2006:
15m,
2005:
nil)
was designated against the foreign investment in European subsidiaries.
Ineffectiveness of net investment hedges is recognised in operating profit.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
79
|
|
continued
|
17
Derivatives and other financial instruments
continued
Financial
Instrument Sensitivity Analysis
The table below shows how the fair values of the Groups financial instruments would be impacted by hypothetical changes in foreign currency exchange rates.
|
|
|
|
|
|
10%
|
|
Total
|
|
|
|
10%
|
|
7%
|
|
weakening
|
|
weakening
|
|
|
|
weakening
|
|
weakening
|
|
in other
|
|
in all
|
|
|
|
in US dollar
|
|
in Euro
|
|
currencies
|
|
currencies
|
|
|
|
against £
|
|
against £
|
|
against £
|
|
against £
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
Total change in fair value
|
|
38
|
|
(12
|
)
|
(8
|
)
|
18
|
|
|
|
|
Impact recognised in income
statement
|
|
6
|
|
(11
|
)
|
(8
|
)
|
(13
|
)
|
|
|
|
Impact recognised in equity
|
|
32
|
|
(1
|
)
|
|
|
31
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Total change in fair value
|
|
36
|
|
|
|
7
|
|
43
|
|
|
|
|
Impact recognised in income
statement
|
|
3
|
|
1
|
|
4
|
|
8
|
|
|
|
|
Impact recognised in equity
|
|
33
|
|
(1
|
)
|
3
|
|
35
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Total change in fair value
|
|
18
|
|
(6
|
)
|
(6
|
)
|
6
|
|
|
|
|
Impact recognised in income
statement
|
|
(9
|
)
|
(4
|
)
|
(8
|
)
|
(21
|
)
|
|
|
|
Impact recognised in equity
|
|
27
|
|
(2
|
)
|
2
|
|
27
|
|
|
|
|
Interest Rate Risk
The Groups interest rate risk arises from
interest-bearing assets and from borrowings.
Investments and borrowings subject to variable rates expose the Group to cash flow interest rate risk, which is the risk that future cash flows will fluctuate because of changes in market
interest rates. Investments and borrowings subject to fixed rates expose the Group to fair value interest rate risk, as the fair value of the financial instrument fluctuates because of changes in market interest rates.
The Group has no specific requirements on the exact proportion of interest that should be fixed or floating. The position is reviewed periodically on a currency by currency basis. Various
factors are considered in the review including forecast core debt levels and prevailing market conditions. Based on this review, the Group manages its cash flow and fair value foreign exchange and interest rate risk by using interest rate swaps.
Under interest rate swaps, the Group agrees with other parties to exchange, at specified intervals (mainly quarterly), the difference between fixed contract rates and floating-rate interest amounts calculated by reference to the agreed notional
principal amounts.
An analysis by currency of interest rate swaps held for risk management purposes is shown on page 80.
Hedges of fair values
Currently all long-term debt is held on a floating
rate basis after the impact of derivatives. The foreign exchange risk arising
from the retranslation of the 500 million fixed rate bond issued by Reuters
Finance PLC, the 250 million floating rate note and ¥1 billion fixed
rate note issued by Reuters Group PLC was hedged by being swapped into sterling
floating rate. The above hedges were executed in the form of cross-currency
interest rate swaps.
The weighted average variable rate payable on all interest rate swaps used to alter the currency and interest rate profile of debt issued at 31 December 2007 was 6% (2006: 6%, 2005: 5%).
The weighted average variable rate is based on the rate implied in the yield curve at the balance sheet date.
Fair value gains and losses on fair value hedges of foreign exchange and interest rates and their underlying hedged items are recognised in finance costs. The group held no cash flow hedges
during the period ended 31 December 2007 (2006: nil, 2005: nil).
The analysis below summarises the sensitivity of the fair value of the Groups net debt to parallel shifts in the currency yield curves. The changes in rates used are deemed by
management to be reasonable and are sufficient in size to demonstrate a material impact. Fair values are the present value of future cash flows based on market rates at the valuation date.
The estimated changes in the fair value of financial instruments before tax are based on a reasonably possible increase of 100 basis points in the Euro, US Dollar and Sterling market yield
curves from the levels effective at 31 December 2007 with all other variables remaining constant;
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
100 basis points increase
in US Dollar Interest Rate
|
|
(3
|
)
|
|
(3
|
)
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
100 basis points increase
in Sterling Interest Rate
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
100 basis points increase
in Euro Interest Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
(3
|
)
|
|
(3
|
)
|
2
|
|
|
|
|
|
|
|
|
|
|
Impact recognised in income
statement
|
|
(3
|
)
|
|
(3
|
)
|
2
|
|
|
|
|
|
|
|
|
|
|
Impact recognised in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
80
/
|
Notes to the financial
statements
|
|
continued
|
17 Derivatives and
other financial instruments
continued
The following tables provide an analysis of the cross-currency interest rate swaps designated as fair value hedges and net investment hedges of foreign exchange and interest rate
risk.
|
|
|
|
|
|
Period
|
|
Gross Contract Amount
|
|
Received
|
|
Paid
|
|
Hedged Risk
|
|
(Years)
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
2007 Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
US dollar floating
|
|
Foreign exchange
|
|
2010
|
|
280
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
US dollar floating
|
|
Foreign exchange
|
|
2008
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
Euro floating
|
|
Foreign exchange
|
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
2006 Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
US dollar floating
|
|
Foreign exchange
|
|
2010
|
|
280
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
US dollar floating
|
|
Foreign exchange
|
|
2008
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
Swiss franc floating
|
|
Foreign exchange
|
|
2010
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
Euro floating
|
|
Foreign exchange
|
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
2005 Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
US dollar floating
|
|
Foreign exchange
|
|
2010
|
|
280
|
|
|
|
|
|
|
|
|
|
|
|
Sterling floating
|
|
Swiss franc floating
|
|
Foreign exchange
|
|
2010
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Gross Contract Amount
|
|
Received
|
|
Paid
|
|
Hedged Risk
|
|
(Years)
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
2007 Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen fixed
|
|
Sterling floating
|
|
Interest rate and
foreign exchange
|
|
2008
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Euro fixed
|
|
Sterling floating
|
|
Interest rate
|
|
2010
|
|
332
|
|
|
|
|
|
|
|
|
|
|
|
Euro fixed
|
|
Sterling floating
|
|
Interest rate
|
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
Euro floating
|
|
Sterling floating
|
|
Foreign exchange
|
|
2008
|
|
169
|
|
|
|
|
|
|
|
|
|
|
|
2006 Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen fixed
|
|
Sterling floating
|
|
Interest rate and foreign exchange
|
|
2008
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Euro fixed
|
|
Sterling floating
|
|
Interest rate
|
|
2010
|
|
332
|
|
|
|
|
|
|
|
|
|
|
|
Euro fixed
|
|
Sterling floating
|
|
Interest rate
|
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
Euro floating
|
|
Sterling floating
|
|
Foreign exchange
|
|
2008
|
|
169
|
|
|
|
|
|
|
|
|
|
|
|
2005 Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen fixed
|
|
Sterling floating
|
|
Interest rate and foreign exchange
|
|
2008
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
Euro fixed
|
|
Sterling floating
|
|
Interest rate
|
|
2008
|
|
351
|
|
|
|
|
|
|
|
|
|
|
|
Euro fixed
|
|
Sterling floating
|
|
Interest rate
|
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
Forward foreign exchange contracts held for trading at 31 December 2007 had a gross contract amount £283 million (2006: £242 million, 2005: £131 million) of which the
principal currencies were Euros £112 million (2006: £40 million; 2005: £14 million), US dollars £75 million (2006: £60 million; 2005: £22 million) and Swiss francs £20 million (2006: £87 million, 2005: £9
million)
In addition foreign exchange contracts designated as fair value hedges of commercial paper issued in Euros amounted to £23 million (2006: £27 million, 2005: £nil). Foreign
exchange contracts held at 31 December 2007 matured in January 2008.
Embedded derivatives
Forward exchange contracts implicitly contained
in subscription-based revenue commitments priced in currencies different from
both the functional currency of the Reuters entity and that of the customer
are separated from their host contracts and held on the balance sheet at fair
value. These revenue commitments extend up to two years from the balance sheet
date. The majority of embedded derivatives in sales contracts arise through
US dollar pricing.
Forward exchange contracts implicitly contained in purchase commitments priced in currencies different from both the functional currency of the Reuters entity and that of the supplier are
also separated from their host contracts and held on the balance sheet at fair value. These purchase commitments expire at various times between 2008 and 2012. The majority of embedded derivatives in supplier contracts are US dollar-priced
commitments.
Price risk
Movements in equity security prices change the
carrying value of available-for-sale financial assets, with changes being recorded
in equity. On adoption of IAS 39 on 1 January 2005, Reuters designated its investment
in Savvis convertible preference shares as being held at fair value through
profit or loss, with movements in the fair value being recognised within the
income statement. The shares were pledged as part of the consideration for the
Telerate acquisition in June 2005 and no further fair value movements were recorded
in the income statement after this point.
The Group does not have a material exposure to commodity price risk.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
81
|
|
continued
|
17 Derivatives and other financial instruments
continued
The accounting policies for financial instruments have been applied to the line items below:
|
|
|
|
|
Assets at
|
|
|
Liabilities at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
fair value
|
|
|
fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
|
|
|
through
|
|
|
Derivatives
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Loans and
|
|
|
the profit
|
|
|
the profit
|
|
|
used for
|
|
|
Available
|
|
|
financial
|
|
|
|
|
|
|
Receivables
|
|
|
and loss
|
|
|
and loss
|
|
|
hedging
|
|
|
for sale
|
|
|
liabilities
|
|
|
Total
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets as per balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial assets and derivatives
|
|
3
|
|
|
2
|
|
|
|
|
|
68
|
|
|
18
|
|
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (see note 20)
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities as per balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial liabilities and derivatives
|
|
|
|
|
|
|
|
(30
|
)
|
|
(1
|
)
|
|
|
|
|
(631
|
)
|
|
(662
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
509
|
|
|
2
|
|
|
(30
|
)
|
|
67
|
|
|
18
|
|
|
(631
|
)
|
|
(65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets as per balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial assets and derivatives
|
|
198
|
|
|
3
|
|
|
|
|
|
30
|
|
|
26
|
|
|
|
|
|
257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (see note 20)
|
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities as per balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial liabilities and derivatives
|
|
|
|
|
|
|
|
(18
|
)
|
|
(9
|
)
|
|
|
|
|
(660
|
)
|
|
(687
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
585
|
|
|
3
|
|
|
(18
|
)
|
|
21
|
|
|
26
|
|
|
(660
|
)
|
|
(43
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets as per balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial assets and derivatives
|
|
1
|
|
|
7
|
|
|
|
|
|
14
|
|
|
18
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (see note 20)
|
|
662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities as per balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other financial liabilities and derivatives
|
|
|
|
|
|
|
|
(1
|
)
|
|
(9
|
)
|
|
|
|
|
(410
|
)
|
|
(420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
933
|
|
|
7
|
|
|
(1
|
)
|
|
5
|
|
|
18
|
|
|
(410
|
)
|
|
552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There are no material differences between the fair value and carrying value of financial instruments.
Counterparty credit risk
The Group is exposed to concentrations of credit risk, which are managed on a Group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments,
available-for-sale assets, and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Groups maximum exposure to credit risk.
Short-term deposits of £3 million at 31 December 2007 relate to deposits in Brazil with a high quality financial institution, and hence the credit risk is perceived to be low.
Short-term deposits of £198 million at 31 December 2006 included £197 million in relation to a single counterparty in respect of which credit protection was arranged in the form of credit default swaps and letters of credit. This
investment matured on 7 November 2007. No collateral was held as security in respect of these amounts.
Cash and cash equivalents total £251 million at 31 December 2007 (2006: £129 million; 2005: £662 million). The Group invests and conducts its cash management activities with
high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any one financial institution.
Derivative financial instruments with a fair value of £68 million at 31 December 2007 (2006: £30 million; 2005: £14 million) are unsecured. The credit risk attributed to a
derivative financial instrument is generally restricted to its fair value and not the principal amount hedged. However, Reuters does not anticipate non-performance by the counterparties which are all banks with recognised long-term credit ratings of
A3/A- or higher. Ongoing credit evaluation is performed on the financial condition of accounts receivable and credit terms adjusted if appropriate. For treasury activity, approved counterparty credit limits and their utilisation are
monitored and transactions arranged only within agreed limits. Credit risk may be managed by the use of credit default swaps and standby letters of credit.
Available-for-sale financial assets totalled £18 million at 31 December 2007, of which £17 million is held in US dollars and the remainder in Swiss francs. The majority of these
assets are in the form of equity holdings, and the carrying value of the assets is considered fully recoverable.
Trade receivables net of impairment of £107 million (2006: £110 million; 2005: £120 million) are concentrated in the financial community, and are managed as one class of
receivables. Because of the high proportion of Reuters customers that are banks and other regulated financial institutions, the low historic incidence of customer defaults, and the short-term, recurring nature of Reuters billing and collection
arrangements, management assess the credit quality of Reuters customer base as high. A small proportion of new customers are referred to external credit rating agencies before acceptance.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
82
/
|
Notes to the financial
statements
Financials
|
|
|
17 Derivatives and other financial instruments
continued
The Group estimates that its subscribers are approximately split as follows:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
%
|
|
%
|
|
%
|
|
|
|
|
|
|
|
|
|
Financial institutions
|
|
62
|
|
65
|
|
72
|
|
|
|
|
|
|
|
|
|
Corporations in other sectors
|
|
21
|
|
21
|
|
14
|
|
|
|
|
|
|
|
|
|
Newspapers, broadcast news media & news agencies
|
|
14
|
|
11
|
|
9
|
|
|
|
|
|
|
|
|
|
Governments, central banks & other organisations
|
|
3
|
|
3
|
|
5
|
|
|
|
|
|
|
|
|
|
Total
|
|
100
|
|
100
|
|
100
|
|
|
|
|
|
|
|
|
|
18 Inventories
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Work in progress on contracts
|
|
|
|
1
|
|
1
|
|
|
|
|
|
|
|
|
|
19 Trade and other receivables
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
118
|
|
123
|
|
138
|
|
|
|
|
|
|
|
|
|
Less: Provision for impairment
|
|
(11
|
)
|
(13
|
)
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
107
|
|
110
|
|
120
|
|
|
|
|
|
|
|
|
|
Amounts owed by associates and joint ventures
|
|
1
|
|
6
|
|
4
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
57
|
|
80
|
|
68
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
90
|
|
62
|
|
78
|
|
|
|
|
|
|
|
|
|
Total trade and other receivables
|
|
255
|
|
258
|
|
270
|
|
|
|
|
|
|
|
|
|
The carrying value of trade and other receivables approximates to their fair value based on discounted cash flows using the Groups weighted average cost of capital.
Concentration of credit risk faced by the Group and other relevant risk factors are detailed in note 17 on page 77.
Provision for doubtful debts
The allowance for doubtful debts is comprised entirely of impairments raised against specific trade receivables balances, which are mainly those greater than 365 days old. Impairments
represent the differences between the carrying amount of the specific trade receivable and the present value of the expected recoverable amount. No individual impairment is considered material.
The recognition of provisions, both in terms of timing and quantum, requires the exercise of judgement based on the relevant circumstances, which can be subject to change over time. All
debts greater than three months past their due date are reviewed monthly, and impairments raised where appropriate. Examples of events which could give rise to impairment are: news about a customers financial condition, an account
managers doubt that a customer is able to pay, delinquency in payment (more than 365 days overdue) and known trading or liquidity problems in a particular market sector.
If the final outcome (on the judgement areas) were to differ by 10% from managements estimates, the Group would need to book an adjustment of £1 million to operating costs and to
trade receivables.
Movement in the allowance for doubtful debts:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Balance at 1 January
|
|
(13
|
)
|
(18
|
)
|
(31
|
)
|
|
|
|
|
|
|
|
|
Utilisation of provision
|
|
3
|
|
4
|
|
5
|
|
|
|
|
|
|
|
|
|
Unused provision released to profit
|
|
3
|
|
3
|
|
4
|
|
|
|
|
|
|
|
|
|
Increase in provision
|
|
(4
|
)
|
(3
|
)
|
(5
|
)
|
|
|
|
|
|
|
|
|
Disposals*
|
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
Foreign exchange differences
|
|
|
|
1
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
Balance at 31 December
|
|
(11
|
)
|
(13
|
)
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* The disposal of £10 million
in 2005 relates to Instinet.
|
|
|
|
|
|
|
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
83
|
|
continued
|
19 Trade and other receivables
continued
Included within trade receivables are amounts past due at the reporting date but not impaired of £64 million. Management believes that these amounts are recoverable as there has been
no significant change in the debtors credit quality, and accordingly has not provided for them. The Group has no collateral over these balances.
The ageing of net trade receivables at the reporting date was:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Not overdue
|
|
43
|
|
52
|
|
58
|
|
|
|
|
|
|
|
|
|
Past due 0-30 days
|
|
22
|
|
11
|
|
18
|
|
|
|
|
|
|
|
|
|
Past due 31-60 days
|
|
22
|
|
20
|
|
18
|
|
|
|
|
|
|
|
|
|
Past due 61-90 days
|
|
10
|
|
16
|
|
13
|
|
|
|
|
|
|
|
|
|
Past due 91-180 days
|
|
7
|
|
8
|
|
8
|
|
|
|
|
|
|
|
|
|
Past due 181-365 days
|
|
3
|
|
3
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
107
|
|
110
|
|
120
|
|
|
|
|
|
|
|
|
|
See note 17 for information on credit risk and impairment associated with trade and other receivables.
Trade and other receivables include amounts denominated in the following major currencies:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Canadian Dollar
|
|
6
|
|
6
|
|
3
|
|
|
|
|
|
|
|
|
|
Swiss Franc
|
|
2
|
|
3
|
|
4
|
|
|
|
|
|
|
|
|
|
Euro
|
|
37
|
|
34
|
|
36
|
|
|
|
|
|
|
|
|
|
United Kingdom Pounds Sterling
|
|
48
|
|
53
|
|
65
|
|
|
|
|
|
|
|
|
|
Japanese Yen
|
|
11
|
|
13
|
|
11
|
|
|
|
|
|
|
|
|
|
Singapore Dollar
|
|
2
|
|
3
|
|
2
|
|
|
|
|
|
|
|
|
|
US Dollar
|
|
73
|
|
95
|
|
90
|
|
|
|
|
|
|
|
|
|
Other
|
|
30
|
|
26
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
209
|
|
233
|
|
230
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income include £46 million of prepayments which are non-financial assets (2006: £25 million; 2005: £40million) and which have been excluded from the
table above.
20 Cash and cash equivalents
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash in hand and at bank
|
|
106
|
|
79
|
|
98
|
|
|
|
|
|
|
|
|
|
Unlisted cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term deposits UK
|
|
26
|
|
2
|
|
12
|
|
|
|
|
|
|
|
|
|
Term deposits overseas
|
|
2
|
|
5
|
|
3
|
|
|
|
|
|
|
|
|
|
Other investments UK
|
|
117
|
|
37
|
|
546
|
|
|
|
|
|
|
|
|
|
Other investments overseas
|
|
|
|
6
|
|
3
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
251
|
|
129
|
|
662
|
|
|
|
|
|
|
|
|
|
The following cash balances are held by subsidiaries
in countries where exchange control restrictions are in force, such that cash
is not freely transferable around the Group:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Brazil
|
|
2
|
|
1
|
|
2
|
|
|
|
|
|
|
|
|
|
China
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Venezuela
|
|
4
|
|
3
|
|
2
|
|
|
|
|
|
|
|
|
|
Total restricted cash
|
|
6
|
|
4
|
|
5
|
|
|
|
|
|
|
|
|
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
84
/
|
Notes to the financial
statements
|
|
continued
|
21 Non-current assets and liabilities held for sale
The following are assets and liabilities classified as held for sale at 31 December:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Non-current assets classified as held for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Assets of associate held exclusively for resale
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets classified as held for sale
|
|
14
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Liabilities directly associated with non-current assets classified as held for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities of associate held exclusively for resale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net assets classified as held for sale
|
|
14
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
On 29 November 2007, the Group classified its investment in TIMES NOW as a non-current asset held for sale.
On 18 October 2006, the Group classified its investment in Factiva as a non-current asset held for sale. The disposal of the majority of this investment was completed on 15 December 2006.
Reuters retained a minority preference share interest in a Factiva entity which has been reclassified as an available-for-sale financial asset.
In 2005, a property with a net book value of £1 million was classified as a non-current asset held for sale. The sale of this property was completed in 2006.
22 Trade and other
payables
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
62
|
|
56
|
|
14
|
|
|
|
|
|
|
|
|
|
Accruals
|
|
336
|
|
276
|
|
264
|
|
|
|
|
|
|
|
|
|
Deferred income
|
|
33
|
|
31
|
|
25
|
|
|
|
|
|
|
|
|
|
Amounts owed to associates and joint ventures
|
|
1
|
|
1
|
|
11
|
|
|
|
|
|
|
|
|
|
Other payables
|
|
215
|
|
94
|
|
107
|
|
|
|
|
|
|
|
|
|
Other taxation and social security
|
|
45
|
|
33
|
|
35
|
|
|
|
|
|
|
|
|
|
Total trade and other payables
|
|
692
|
|
491
|
|
456
|
|
|
|
|
|
|
|
|
|
The carrying value of trade and other payables approximates to their fair value based on discounted cash flows using the Groups weighted average cost of capital.
23 Current tax liabilities
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Current tax liabilities
|
|
247
|
|
196
|
|
228
|
|
|
|
|
|
|
|
|
|
The Group is subject to taxation in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for taxation. There are many transactions and
calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final
tax outcome of these matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
85
|
|
continued
|
24 Provisions for liabilities and charges
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Provisions for post-employment benefits (see note 25)
|
|
43
|
|
145
|
|
317
|
|
|
|
|
|
|
|
|
|
Other provisions for liabilities and charges
|
|
96
|
|
119
|
|
139
|
|
|
|
|
|
|
|
|
|
Total provisions
|
|
139
|
|
264
|
|
456
|
|
|
|
|
|
|
|
|
|
Less: Non-current portion
|
|
(102
|
)
|
(204
|
)
|
(392
|
)
|
|
|
|
|
|
|
|
|
Current portion
|
|
37
|
|
60
|
|
64
|
|
|
|
|
|
|
|
|
|
The movement in other provisions for liabilities and charges during 2007 was as follows:
|
|
|
|
|
Legal/
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Rationalisation
|
|
|
compliance
|
|
|
property
|
|
|
Other
|
|
|
Total
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2007
|
|
95
|
|
|
7
|
|
|
2
|
|
|
15
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged in the year
|
|
14
|
|
|
3
|
|
|
3
|
|
|
14
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilised in the year
|
|
(32
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Released
|
|
(10
|
)
|
|
|
|
|
|
|
|
(7
|
)
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unwinding of discounts
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
69
|
|
|
8
|
|
|
4
|
|
|
15
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The recognition of provisions, both in terms of timing and quantum, requires the exercise of judgement based on the relevant circumstances, which can be subject to change over
time.
The largest provisions relate to restructuring programmes, which cover primarily leasehold properties and severances. A number of leasehold properties have been identified as surplus to
requirements. Although efforts are being made to sub-let this vacant space, management recognises that this may not be possible immediately. Estimates have been made to cover the cost of vacant possession, together with any shortfall arising from
sub-leased rental income being lower than lease costs being borne by the Group. A judgement has also been made in respect of the discount factor, based on a risk-free rate (4% to 5%), which is applied to the rent shortfalls. For severance
provisions, the provision is only recognised where employees have a valid expectation or have already been told of their redundancy. Other provisions are held where the recoverability of amounts is uncertain where the actual outcome may differ from
the resulting estimates.
Additionally, the Group is subject to certain legal claims and actions (see note 35 on page 100). Provision for specific claims or actions are only made when the outcome is considered
probable that there will be a future outflow of funds, including any associated legal costs. The level of any provision is inevitably an area of management judgement given the outcome of litigation is difficult to predict. There can be
no assurance that there will not be an increase in the scope of these legal matters or that any future lawsuits, claims, proceedings or investigations will not be material.
The rationalisation provisions include the Core Plus programme which was announced in July 2005 and includes headcount reduction, data centre rationalisation and development transformation.
These provisions will be primarily utilised over the next three years.
Also included within the rationalisation provision at the end of 2007 are obligations related to the Fast Forward programme which was first announced in 2003 and the Telerate integration
programme which began in June 2005. Both programmes included headcount reduction and property rationalisation. Severance related provisions have been substantially utilised by the end of 2007, property-related provisions will be substantially
utilised over the remaining lease periods.
Legal/compliance provisions represents the expected cost of settling disputes arising from contractual arrangements with third-party suppliers and individuals and the expected cost of
fulfilling indemnities given on the disposal of subsidiaries.
Other property provisions reflect Reuters contractual liability at the balance sheet date to make good dilapidations under ongoing rental agreements outside the rationalisation programmes
and will be utilised over the remaining lease periods that extend up to 2010.
25 Retirement benefits
The Group has established various pension arrangements covering the majority of its employees. In all plans, except those which are internally funded, the assets are held separately from
those of the Group and are independently administered.
Defined contribution plans
Reuters Group operates 34 defined contribution plans covering approximately 52% of its employees, of which the largest plans are the Reuters Retirement Plan and the Reuters 401(k) Plans.
The percentage of total employees covered and the company contribution to these plans were:
|
|
|
|
Company contribution
|
|
|
|
% of employees
|
|
% of basic salary
|
|
|
|
|
|
|
|
Reuters Retirement Plan
|
|
16.1
|
|
11.0
|
*
|
|
|
|
|
|
|
Reuters 401(k) Pension Plans
|
|
20.0
|
|
6.0
|
|
|
|
|
|
|
|
* 7.0% plus 4% through salary sacrifice arrangements.
The Group contributed £31 million to defined contribution plans in 2007 (2006: £29 million; 2005: £25 million) and expects to contribute £32 million in 2008.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
86
/
|
Notes to the financial
statements
|
|
continued
|
25 Retirement benefits
continued
Defined benefit plans
The
Group also operates 29 defined benefit plans and post retirement medical plans
covering approximately 16% of employees. All significant plans are valued under
IAS 19 Employee
Benefits by independently qualified actuaries using the Projected Unit
Credit Method.
The largest defined benefit plans are the Reuters Pension Fund (RPF) and the Reuters Supplementary Pension Scheme (SPS). The total defined benefit obligation for all significant plans at 31
December 2007 was £1,228 million (2006: £1,417 million, 2005: £1,346 million), of which £907 million (2006: £1,075 million, 2005: £985 million) related to the RPF and £160 million (2006: £158 million, 2005:
£162 million) related to the SPS. The RPF is a complex, hybrid pension fund,
with both defined company and employee contributions, and defined employee benefits. The SPS is a smaller defined benefit plan with benefits related to final salary and length of
service.
Both the RPF and the SPS are set up under trust, and as such are independent of the Company. Both trusts have a single corporate trustee, with the directors of the corporate trustee
operating as the managing committee of the pension plan. The RPF and the SPS trustee companies both have directors appointed by the members, and directors, plus the chairman, appointed by the Company. No senior Company officers are directors of the
corporate trustees. Both schemes are prohibited from investing directly in the shares or debt of the Company except to the extent that these form part of pooled fund investments.
Movement on pension provisions and similar
obligations
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
1 January
|
|
(131
|
)
|
(317
|
)
|
(263
|
)
|
|
|
|
|
|
|
|
|
Income statement (see note 3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit plans*
|
|
(8
|
)
|
(30
|
)
|
(27
|
)
|
|
|
|
|
|
|
|
|
Post-retirement medical benefits
|
|
(1
|
)
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
Actuarial gains and losses taken directly to reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit plans*
|
|
97
|
|
8
|
|
(46
|
)
|
|
|
|
|
|
|
|
|
Post-retirement medical benefits
|
|
1
|
|
(2
|
)
|
(2
|
)
|
|
|
|
|
|
|
|
|
Exchange differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit plans*
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Post-retirement medical benefits
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42
|
)
|
(339
|
)
|
(341
|
)
|
|
|
|
|
|
|
|
|
Contributions paid
|
|
31
|
|
208
|
|
24
|
|
|
|
|
|
|
|
|
|
Net scheme surpluses/provisions
|
|
(11
|
)
|
(131
|
)
|
(317
|
)
|
|
|
|
|
|
|
|
|
Schemes in surplus recognised within non-current assets
|
|
(32
|
)
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
31 December
|
|
(43
|
)
|
(145
|
)
|
(317
|
)
|
|
|
|
|
|
|
|
|
Composed of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit plans*
|
|
(28
|
)
|
(129
|
)
|
(302
|
)
|
|
|
|
|
|
|
|
|
Post-retirement medical benefits
|
|
(8
|
)
|
(9
|
)
|
(8
|
)
|
|
|
|
|
|
|
|
|
Other
|
|
(7
|
)
|
(7
|
)
|
(7
|
)
|
|
|
|
|
|
|
|
|
31 December
|
|
(43
|
)
|
(145
|
)
|
(317
|
)
|
|
|
|
|
|
|
|
|
* The figures for defined benefit plans include a number of immaterial schemes which have not been valued under IAS 19.
Retirement benefit assets
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Schemes in surplus
|
|
32
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursement rights
|
|
7
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
Total retirement benefit assets
|
|
39
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial statements
/
87
|
|
continued
|
25 Retirement benefits
continued
Amounts recognised in respect of material defined benefit plans
The
following disclosures only refer to the Groups material defined benefit
plans:
Defined benefit assets/(liabilities) recognised in the balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post retirement
|
|
|
|
|
|
|
|
|
|
|
|
UK Plans
|
|
|
|
Overseas Plans
|
|
|
|
medical benefits
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of funded obligations
|
|
(1,067
|
)
|
(1,233
|
)
|
(1,148
|
)
|
(133
|
)
|
(157
|
)
|
(167
|
)
|
|
|
|
|
|
|
(1,200
|
)
|
(1,390
|
)
|
(1,315
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets
|
|
1,202
|
|
1,158
|
|
902
|
|
143
|
|
140
|
|
139
|
|
|
|
|
|
|
|
1,345
|
|
1,298
|
|
1,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135
|
|
(75
|
)
|
(246
|
)
|
10
|
|
(17
|
)
|
(28
|
)
|
|
|
|
|
|
|
145
|
|
(92
|
)
|
(274
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of unfunded obligations
|
|
(16
|
)
|
(15
|
)
|
(19
|
)
|
(4
|
)
|
(3
|
)
|
(4
|
)
|
(8
|
)
|
(9
|
)
|
(8
|
)
|
(28
|
)
|
(27
|
)
|
(31
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119
|
|
(90
|
)
|
(265
|
)
|
6
|
|
(20
|
)
|
(32
|
)
|
(8
|
)
|
(9
|
)
|
(8
|
)
|
117
|
|
(119
|
)
|
(305
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan asset not recognised in the balance sheet
|
|
(111
|
)
|
|
|
|
|
(8
|
)
|
(3
|
)
|
(3
|
)
|
|
|
|
|
|
|
(119
|
)
|
(3
|
)
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IAS 19 deficit recognised in the balance sheet
|
|
(16
|
)
|
(102
|
)
|
(265
|
)
|
(10
|
)
|
(25
|
)
|
(35
|
)
|
(8
|
)
|
(9
|
)
|
(8
|
)
|
(34
|
)
|
(136
|
)
|
(308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IAS 19 surplus recognised in the balance sheet
|
|
24
|
|
12
|
|
|
|
8
|
|
2
|
|
|
|
|
|
|
|
|
|
32
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of reimbursement rights not recognised
as pension plan assets
|
|
1
|
|
|
|
|
|
4
|
|
4
|
|
4
|
|
|
|
|
|
|
|
5
|
|
4
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The assets and obligations reported under UK plans include the RPF, the SPS and a number of smaller unfunded early retirement, ill health and retirement benefit schemes.
Plan assets not recognised in the balance sheet represent the scheme surplus deemed irrecoverable as the Group cannot unilaterally reduce future contributions.
The reimbursement rights reported relate to insurance policies held by Reuters in respect of plans in the UK and Germany which do not meet the definition of plan assets under IAS19. These
are recognised in non-current assets.
Amounts recognised in the income statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post retirement
|
|
|
|
|
|
|
|
|
|
|
|
UK Plans
|
|
|
|
Overseas Plans
|
|
|
|
medical benefits
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current service cost
|
|
20
|
|
23
|
|
19
|
|
8
|
|
10
|
|
11
|
|
|
|
|
|
|
|
28
|
|
33
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost
|
|
61
|
|
55
|
|
52
|
|
5
|
|
5
|
|
5
|
|
1
|
|
|
|
|
|
67
|
|
60
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected gain on plan assets
|
|
(72
|
)
|
(61
|
)
|
(51
|
)
|
(6
|
)
|
(6
|
)
|
(7
|
)
|
|
|
|
|
|
|
(78
|
)
|
(67
|
)
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past service cost
|
|
|
|
6
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
6
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on curtailments
|
|
(1
|
)
|
(3
|
)
|
(2
|
)
|
(7
|
)
|
|
|
(3
|
)
|
|
|
|
|
|
|
(8
|
)
|
(3
|
)
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on settlements
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognised in the income statement
|
|
8
|
|
20
|
|
18
|
|
|
|
9
|
|
6
|
|
1
|
|
|
|
2
|
|
9
|
|
29
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
8
|
|
22
|
|
20
|
|
|
|
9
|
|
6
|
|
1
|
|
|
|
2
|
|
9
|
|
31
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on disposal of associates, joint ventures and available-for-sale financial assets
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year from discontinued operations
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognised in the income statement
|
|
8
|
|
20
|
|
18
|
|
|
|
9
|
|
6
|
|
1
|
|
|
|
2
|
|
9
|
|
29
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual return on plan assets
|
|
50
|
|
92
|
|
146
|
|
5
|
|
10
|
|
18
|
|
|
|
|
|
|
|
55
|
|
102
|
|
164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Further amounts recognised in the statement of recognised income and expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post retirement
|
|
|
|
|
|
|
|
|
|
|
|
UK Plans
|
|
|
|
Overseas Plans
|
|
|
|
medical benefits
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial losses/(gains)
|
|
(192
|
)
|
5
|
|
46
|
|
(20
|
)
|
(13
|
)
|
(3
|
)
|
(2
|
)
|
2
|
|
2
|
|
(214
|
)
|
(6
|
)
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of asset ceiling
|
|
111
|
|
|
|
|
|
5
|
|
|
|
3
|
|
|
|
|
|
|
|
116
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81
|
)
|
5
|
|
46
|
|
(15
|
)
|
(13
|
)
|
|
|
(2
|
)
|
2
|
|
2
|
|
(98
|
)
|
(6
|
)
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred taxation impact of actuarial
gains and losses recognised in the statement of recognised income and expense
|
|
18
|
|
(1
|
)
|
(10
|
)
|
3
|
|
3
|
|
|
|
|
|
(1
|
)
|
|
|
21
|
|
1
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recognised in the statement of recognised
income and expense
|
|
(63
|
)
|
4
|
|
36
|
|
(12
|
)
|
(10
|
)
|
|
|
(2
|
)
|
1
|
|
2
|
|
(77
|
)
|
(5
|
)
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reuters Group
PLC
Annual Report 2007
|
Back to Contents
88
/
|
Notes to the financial
statements
|
|
continued
|
25 Retirement benefits
continued
Cumulative
amounts recognised in the statement
of recognised income and expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post
retirement
|
|
|
|
|
|
|
|
|
|
|
|
UK Plans
|
|
|
|
Overseas
Plans
|
|
|
|
medical
benefits
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of actuarial losses at 1 January
|
|
246
|
|
241
|
|
195
|
|
(6
|
)
|
7
|
|
10
|
|
4
|
|
2
|
|
|
|
244
|
|
250
|
|
205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial losses/(gains) recognised in year
|
|
(192
|
)
|
5
|
|
46
|
|
(20
|
)
|
(13
|
)
|
(3
|
)
|
(2
|
)
|
2
|
|
2
|
|
(214
|
)
|
(6
|
)
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of actuarial losses/(gains) at 31 December
|
|
54
|
|
246
|
|
241
|
|
(26
|
)
|
(6
|
)
|
7
|
|
2
|
|
4
|
|
2
|
|
30
|
|
244
|
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of asset limit effects at 1 January
|
|
|
|
|
|
|
|
3
|
|
3
|
|
|
|
|
|
|
|
|
|
3
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of the asset ceiling in the year
|
|
111
|
|
|
|
|
|
5
|
|
|
|
3
|
|
|
|
|
|
|
|
116
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of asset limit effects at 31 December
|
|
111
|
|
|
|
|
|
8
|
|
3
|
|
3
|
|
|
|
|
|
|
|
119
|
|
3
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in the present value of the defined benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post retirement
|
|
|
|
|
|
|
|
|
|
|
|
UK Plans
|
|
|
|
Overseas Plans
|
|
|
|
medical benefits
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening defined benefit obligation
|
|
(1,248
|
)
|
(1,167
|
)
|
(995
|
)
|
(160
|
)
|
(171
|
)
|
(160
|
)
|
(9
|
)
|
(8
|
)
|
(3
|
)
|
(1,417
|
)
|
(1,346
|
)
|
(1,158
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current service cost
|
|
(20
|
)
|
(23
|
)
|
(19
|
)
|
(8
|
)
|
(10
|
)
|
(11
|
)
|
|
|
|
|
|
|
(28
|
)
|
(33
|
)
|
(30
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past service cost
|
|
|
|
(6
|
)
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
|
(6
|
)
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost
|
|
(61
|
)
|
(55
|
)
|
(52
|
)
|
(5
|
)
|
(5
|
)
|
(5
|
)
|
(1
|
)
|
|
|
|
|
(67
|
)
|
(60
|
)
|
(57
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains on curtailments
|
|
1
|
|
3
|
|
2
|
|
7
|
|
|
|
3
|
|
|
|
|
|
|
|
8
|
|
3
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities extinguished on settlements
|
|
2
|
|
|
|
8
|
|
3
|
|
1
|
|
|
|
|
|
|
|
|
|
5
|
|
1
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains/ (losses)
|
|
214
|
|
(36
|
)
|
(141
|
)
|
21
|
|
9
|
|
(8
|
)
|
2
|
|
(2
|
)
|
(2
|
)
|
237
|
|
(29
|
)
|
(151
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by employees
|
|
|
|
(1
|
)
|
(3
|
)
|
(3
|
)
|
(4
|
)
|
(4
|
)
|
|
|
|
|
|
|
(3
|
)
|
(5
|
)
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
29
|
|
37
|
|
34
|
|
14
|
|
8
|
|
14
|
|
|
|
|
|
|
|
43
|
|
45
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on overseas plans
|
|
|
|
|
|
|
|
(6
|
)
|
12
|
|
|
|
|
|
1
|
|
(1
|
)
|
(6
|
)
|
13
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing defined benefit obligation
|
|
(1,083
|
)
|
(1,248
|
)
|
(1,167
|
)
|
(137
|
)
|
(160
|
)
|
(171
|
)
|
(8
|
)
|
(9
|
)
|
(8
|
)
|
(1,228
|
)
|
(1,417
|
)
|
(1,346
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in the fair value of plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post retirement
|
|
|
|
|
|
|
|
|
|
|
|
UK Plans
|
|
|
|
Overseas Plans
|
|
|
|
medical benefits
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening fair value of plan assets
|
|
1,158
|
|
902
|
|
781
|
|
140
|
|
139
|
|
124
|
|
|
|
|
|
|
|
1,298
|
|
1,041
|
|
905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected return
|
|
72
|
|
61
|
|
51
|
|
6
|
|
6
|
|
7
|
|
|
|
|
|
|
|
78
|
|
67
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets transferred on settlements
|
|
(2
|
)
|
|
|
(7
|
)
|
(3
|
)
|
(1
|
)
|
|
|
|
|
|
|
|
|
(5
|
)
|
(1
|
)
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial gains/(losses)
|
|
(22
|
)
|
31
|
|
95
|
|
(1
|
)
|
4
|
|
11
|
|
|
|
|
|
|
|
(23
|
)
|
35
|
|
106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by employer
|
|
25
|
|
200
|
|
13
|
|
6
|
|
7
|
|
6
|
|
|
|
|
|
|
|
31
|
|
207
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by employees
|
|
|
|
1
|
|
3
|
|
3
|
|
4
|
|
4
|
|
|
|
|
|
|
|
3
|
|
5
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
(29
|
)
|
(37
|
)
|
(34
|
)
|
(14
|
)
|
(8
|
)
|
(14
|
)
|
|
|
|
|
|
|
(43
|
)
|
(45
|
)
|
(48
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on overseas plans
|
|
|
|
|
|
|
|
6
|
|
(11
|
)
|
1
|
|
|
|
|
|
|
|
6
|
|
(11
|
)
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing fair value of plan assets
|
|
1,202
|
|
1,158
|
|
902
|
|
143
|
|
140
|
|
139
|
|
|
|
|
|
|
|
1,345
|
|
1,298
|
|
1,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average duration of the scheme obligations were 25 years and 14 years for the RPF and the SPS respectively.
Following discussions with Trustees of the RPF and SPS, a special contribution of £3.5 million was made to the SPS in 2007, with £36.2 million due to the RPF in 2008. In addition,
payments of £1.5 million per year are due to the SPS in each of the years from 2008 until 2010. In addition to these special contributions, employers contribution rates have been agreed at between 19.0% and 25.8% of pensionable salary
(including 6% and 9% respectively through salary sacrifice arrangements) from 1 April 2007 for RPF members and 34.2% for SPS members (including 6% through salary sacrifice arrangements).
The Group expects to contribute £66 million to its defined benefit schemes in 2008, including the special contributions referred to above.
Major categories
of plan assets as a percentage
of total plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post retirement
|
|
|
|
|
|
|
|
|
|
|
|
UK Plans
|
|
|
|
Overseas Plans
|
|
|
|
medical benefits
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
43
|
|
44
|
|
55
|
|
44
|
|
45
|
|
46
|
|
|
|
|
|
|
|
43
|
|
44
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds
|
|
44
|
|
45
|
|
36
|
|
48
|
|
47
|
|
45
|
|
|
|
|
|
|
|
44
|
|
45
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
6
|
|
7
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
6
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
|
|
|
|
|
|
1
|
|
2
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
7
|
|
3
|
|
|
|
5
|
|
4
|
|
4
|
|
|
|
|
|
|
|
7
|
|
3
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The trustees of the RPF and SPS have responsibility for the operation of the fund including strategic decision making on investment matters. A statement of investment principles has been
made by the trustee.
The Strategic asset allocation of the fund is driven by the financial characteristics of the fund, in particular the funds liabilities and the risk tolerance of the trustees. In
setting the Investment policy, the trustees of the RPF and SPS sought the views of the Company.
Reuters Group
PLC
Annual Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
89
|
|
continued
|
25 Retirement benefits
continued
Principal actuarial assumptions at the balance sheet date (expressed as a weighted average)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post retirement
|
|
|
|
|
|
|
|
UK Plans
|
|
|
|
Overseas Plans
|
|
|
|
medical benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
5.80
|
|
4.93
|
|
4.75
|
|
4.11
|
|
3.49
|
|
3.29
|
|
6.50
|
|
6.00
|
|
5.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflation assumption
|
|
3.30
|
|
3.00
|
|
2.75
|
|
1.77
|
|
1.57
|
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate of increase in salaries
|
|
4.55
|
|
4.25
|
|
4.00
|
|
2.82
|
|
2.61
|
|
2.39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate of increase in pensions in payment
|
|
3.00
|
|
3.00
|
|
2.75
|
|
1.54
|
|
1.38
|
|
1.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical cost trend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.00
|
|
5.00
|
|
5.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected rate of return on reimbursement rights
|
|
|
|
5.10
|
|
|
|
|
|
4.75
|
|
4.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected rate of return on assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equities
|
|
8.20
|
|
8.10
|
|
8.00
|
|
6.18
|
|
6.42
|
|
7.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds
|
|
5.80
|
|
4.49
|
|
4.00
|
|
3.53
|
|
3.14
|
|
2.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
6.40
|
|
6.20
|
|
6.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
4.50
|
|
4.25
|
|
4.00
|
|
2.68
|
|
2.28
|
|
2.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
4.50
|
|
4.25
|
|
|
|
2.10
|
|
6.05
|
|
5.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the RPF and SPS, the two largest schemes, a 0.25% increase in the discount rate would result in a £49 million decrease in the defined benefit obligation at the balance sheet date.
A 0.25% decrease in the discount rate would result in a £53 million increase in the defined benefit obligation at the balance sheet date. The effects of such a change are partially hedged by the schemes asset portfolio.
The expected return on plan assets reflects the investments currently held to provide for the pension benefit obligations as at the balance sheet date. Plan assets primarily consist of
equity instruments and fixed income investments. The expected rate of return on equities was based on expected market conditions in each of the territories in which plans operate. The expected return on assets is stated net of investment expenses.
The expected return on assets for the UK plans at 31 December 2007, 31 December 2006 and 31 December 2005 is stated gross of the expected levy to the UK Pension Protection Fund.
UK mortality assumptions
The mortality assumptions used to assess the defined benefit obligation for the RPF and the SPS, the largest plans, at 31 December 2007 are based on the 00 series tables issued by the
Continuous Mortality Investigation Bureau with allowance for projected longevity improvements and adjustment for the medium cohort effect. At 31 December 2006 and 31 December 2005 the 92 series short cohort tables were used, also with allowance for
projected longevity improvements to calendar year 2025 and adjustment for the short cohort effect.
The following table illustrates the expectation of life of an average member reaching age 65 at the balance sheet date and member reaching 65 at the same date plus 25 years under the
assumptions used at 31 December 2007, and under those used at 31 December 2006 and 31 December 2005.
|
|
Life expectation in years
|
|
|
|
|
|
|
|
|
|
|
Male
|
|
|
Female
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retiring at reporting date at age 65
|
|
22
|
|
|
24
|
|
|
|
|
|
|
|
|
Retiring at reporting date + 25 years at age 65
|
|
23
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life expectation in years
|
|
|
|
|
|
|
|
|
|
Male
|
|
Female
|
|
|
|
|
|
|
|
31 December 2006
|
|
|
|
|
|
|
|
|
|
|
|
Retiring at reporting date at age 65
|
|
21
|
|
24
|
|
|
|
|
|
|
|
Retiring at reporting date + 25 years at age 65
|
|
22
|
|
24
|
|
|
|
|
|
|
|
For the RPF and the SPS, an increase in life expectancy of 1 year across all age groups would result in a £20 million increase in the defined benefit obligation.
History of experience gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Post
|
|
|
|
|
|
|
|
|
Post
|
|
|
|
|
|
|
|
Post
|
|
|
|
|
|
|
|
|
|
|
|
retirement
|
|
|
|
|
|
|
|
|
retirement
|
|
|
|
|
|
|
|
retirement
|
|
|
|
|
|
UK
|
|
|
Overseas
|
|
|
medical
|
|
|
|
|
UK
|
|
Overseas
|
|
medical
|
|
|
|
UK
|
|
Overseas
|
|
medical
|
|
|
|
|
|
Plans
|
|
|
Plans
|
|
|
benefits
|
|
|
Total
|
|
Plans
|
|
Plans
|
|
benefits
|
|
Total
|
|
Plans
|
|
Plans
|
|
benefits
|
|
Total
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit obligation
|
|
(1,083
|
)
|
|
(137
|
)
|
|
(8
|
)
|
|
(1,228
|
)
|
(1,248
|
)
|
(160
|
)
|
(9
|
)
|
(1,417
|
)
|
(1,167
|
)
|
(171
|
)
|
(8
|
)
|
(1,346
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets
|
|
1,202
|
|
|
143
|
|
|
|
|
|
1,345
|
|
1,158
|
|
140
|
|
|
|
1,298
|
|
902
|
|
139
|
|
|
|
1,041
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
119
|
|
|
6
|
|
|
(8
|
)
|
|
117
|
|
(90
|
)
|
(20
|
)
|
(9
|
)
|
(119
|
)
|
(265
|
)
|
(32
|
)
|
(8
|
)
|
(305
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Experience adjustments on plan liabilities
|
|
(81
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(93
|
)
|
14
|
|
(3
|
)
|
3
|
|
14
|
|
(16
|
)
|
6
|
|
(1
|
)
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Experience adjustments on plan assets
|
|
22
|
|
|
1
|
|
|
|
|
|
23
|
|
31
|
|
4
|
|
|
|
35
|
|
95
|
|
11
|
|
|
|
106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reuters Group
PLC
Annual Report 2007
|
Back to Contents
90
/
|
Notes to the financial
statements
|
|
continued
|
26 Deferred tax
The movement on the deferred tax account is
as shown below:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
1 January 2007
|
|
171
|
|
210
|
|
247
|
|
|
|
|
|
|
|
|
|
Acquisitions/disposals
|
|
(4
|
)
|
(11
|
)
|
(46
|
)
|
|
|
|
|
|
|
|
|
Income statement (credit)/charge)
|
|
21
|
|
(18
|
)
|
(19
|
)
|
|
|
|
|
|
|
|
|
Equity (charge)/credit
|
|
(21
|
)
|
(1
|
)
|
10
|
|
|
|
|
|
|
|
|
|
Exchange differences
|
|
|
|
(10
|
)
|
8
|
|
|
|
|
|
|
|
|
|
Stock options deferred tax in equity
|
|
4
|
|
1
|
|
10
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
171
|
|
171
|
|
210
|
|
|
|
|
|
|
|
|
|
Deferred tax assets have been recognised in respect of tax losses and other temporary differences giving rise to deferred tax assets only to the extent that it is probable that sufficient
taxable profits will be available to allow the asset to be recovered. Accordingly, no deferred tax asset has been recognised in respect of unused tax losses of £121 million carried forward at the balance sheet date. The deferred tax asset not
recognised in respect of these losses is £45 million.
Deferred tax assets of £185 million have been recognised in respect of tax losses and other deductible temporary differences arising in certain jurisdictions where losses were incurred
in the current or preceding period. Recognition of these assets is based on all relevant factors including their expected recovery measured using Group profit forecasts.
No deferred tax is recognised on the unremitted earnings of overseas subsidiaries and joint ventures as the Group is able to control the timing of the reversal of the temporary differences,
and it is probable that the temporary differences will not reverse in the foreseeable future. If the earnings were remitted, tax of £978 million would be payable.
The movements of deferred tax assets and liabilities are shown below:
Deferred tax liabilities
|
|
Fixed Assets
|
|
|
Other
|
|
|
Total
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2007
|
|
(12
|
)
|
|
(98
|
)
|
|
(110
|
)
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/Disposals
|
|
|
|
|
(4
|
)
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
Exchange differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to income statement
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
(13
|
)
|
|
(102
|
)
|
|
(115
|
)
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
|
Fixed Assets
|
|
|
Losses
|
|
|
options
|
|
|
Other
|
|
|
Total
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2007
|
|
62
|
|
|
111
|
|
|
17
|
|
|
91
|
|
|
281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credited/ (charged) to income statement
|
|
13
|
|
|
(15
|
)
|
|
5
|
|
|
19
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credited/(charged) in equity
|
|
|
|
|
15
|
|
|
4
|
|
|
(36
|
)
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realisation of stock option deductions
|
|
|
|
|
8
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
75
|
|
|
119
|
|
|
18
|
|
|
74
|
|
|
286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Deferred Tax Asset
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The deferred tax asset expected to be recovered after more than one year is £219 million (2006: £183 million, 2005: £135 million).
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the
financial statements
/
91
|
|
continued
|
27 Share capital
Movements in share capital during the year ended 31 December were as below:
|
|
Called up
|
|
|
|
|
|
|
|
|
|
share
|
|
|
Share
|
|
|
Share
|
|
|
|
capital
|
|
|
premium
|
|
|
capital
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2005
|
|
359
|
|
|
96
|
|
|
455
|
|
|
|
|
|
|
|
|
|
|
|
Shares allotted during the year
|
|
1
|
|
|
11
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2005
|
|
360
|
|
|
107
|
|
|
467
|
|
|
|
|
|
|
|
|
|
|
|
Shares allotted during the year
|
|
7
|
|
|
34
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
Shares cancelled during the year
|
|
(12
|
)
|
|
|
|
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
31 December 2006
|
|
355
|
|
|
141
|
|
|
496
|
|
|
|
|
|
|
|
|
|
|
|
Shares allotted during the year
|
|
5
|
|
|
48
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
Shares cancelled during the year
|
|
(10
|
)
|
|
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
350
|
|
|
189
|
|
|
539
|
|
|
|
|
|
|
|
|
|
|
|
An analysis of called up share capital is set out below:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Authorised:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Founders Share of £1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,100 million ordinary shares of 25p each
|
|
525
|
|
525
|
|
525
|
|
|
|
|
|
|
|
|
|
|
|
525
|
|
525
|
|
525
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Founders Share of £1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of 25p each
|
|
350
|
|
355
|
|
360
|
|
|
|
|
|
|
|
|
|
|
|
350
|
|
355
|
|
360
|
|
|
|
|
|
|
|
|
|
Number of ordinary shares of 25p each (millions)
|
|
1,401
|
|
1,422
|
|
1,441
|
|
|
|
|
|
|
|
|
|
Shares allotted during the year in millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,557,662
shares in Reuters Group PLC were issued under employee share schemes
at
prices ranging from £nil
to 630p per share. Transaction costs incurred on issue of shares
amounted
to £nil (2006: £nil, 2005: £nil)
|
|
19
|
|
29
|
|
6
|
|
|
|
|
|
|
|
|
|
Proceeds from the issue of shares for the year ended 31 December 2007 totalled £47 million (2006: £32 million, 2005: £10 million).
During 2007, Reuters cancelled 39 million shares, 37 million of which were repurchased as part of the ongoing share buyback programme.
Called up share capital includes £1 million for shares granted to employees on exercise of share option/awards in respect of which no cash had been received at the balance sheet date
(2006: £1 million, 2005, £1 million)
The rights attaching to the Founders Share are set out on page 121.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
92
/
|
Notes to the financial
statements
|
|
continued
|
27 Share capital
continued
The following table provides a summary of the shares bought under the buyback programme, from its announcement in July 2005 until May 2007, and then December 2007.
|
|
Total number
|
|
|
|
Approximate
|
|
|
|
of shares
|
|
|
|
value of shares
|
|
|
|
purchased as
|
|
|
|
that may
|
|
|
|
part of publicly
|
|
Average price
|
|
be purchased
|
|
|
|
announced
|
|
paid per
|
|
under the
|
|
Month
|
|
programme
|
|
share (£)
|
|
programme (£m)
|
|
|
|
|
|
|
|
|
|
2005
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July
|
|
1,500,000
|
|
3.89
|
|
994
|
|
|
|
|
|
|
|
|
|
August
|
|
8,500,000
|
|
3.70
|
|
962
|
|
|
|
|
|
|
|
|
|
September
|
|
7,150,000
|
|
3.73
|
|
936
|
|
|
|
|
|
|
|
|
|
October
|
|
2,800,000
|
|
3.53
|
|
926
|
|
|
|
|
|
|
|
|
|
November
|
|
22,800,000
|
|
3.89
|
|
836
|
|
|
|
|
|
|
|
|
|
Decemmber
|
|
14,650,000
|
|
4.08
|
|
776
|
|
|
|
|
|
|
|
|
|
2006
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
10,500,000
|
|
4.32
|
|
731
|
|
|
|
|
|
|
|
|
|
February
|
|
18,450,000
|
|
4.06
|
|
655
|
|
|
|
|
|
|
|
|
|
March
|
|
13,725,000
|
|
3.89
|
|
601
|
|
|
|
|
|
|
|
|
|
April
|
|
6,000,000
|
|
3.98
|
|
577
|
|
|
|
|
|
|
|
|
|
May
|
|
9,435,000
|
|
3.86
|
|
541
|
|
|
|
|
|
|
|
|
|
June
|
|
17,750,000
|
|
3.67
|
|
475
|
|
|
|
|
|
|
|
|
|
July
|
|
6,770,000
|
|
3.75
|
|
450
|
|
|
|
|
|
|
|
|
|
August
|
|
13,000,000
|
|
3.89
|
|
399
|
|
|
|
|
|
|
|
|
|
September
|
|
9,750,000
|
|
4.11
|
|
358
|
|
|
|
|
|
|
|
|
|
October
|
|
8,725,000
|
|
4.43
|
|
319
|
|
|
|
|
|
|
|
|
|
November
|
|
9,500,000
|
|
4.57
|
|
276
|
|
|
|
|
|
|
|
|
|
December
|
|
5,594,000
|
|
4.55
|
|
250
|
|
|
|
|
|
|
|
|
|
2007
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
5,700,000
|
|
4.43
|
|
225
|
|
|
|
|
|
|
|
|
|
February
|
|
6,300,000
|
|
4.32
|
|
197
|
|
|
|
|
|
|
|
|
|
March
|
|
11,850,000
|
|
4.41
|
|
145
|
|
|
|
|
|
|
|
|
|
April
|
|
7,675,000
|
|
4.85
|
|
107
|
|
|
|
|
|
|
|
|
|
The share buyback programme to return £1 billion to shareholders was announced on 26 July 2005 and was due to run for two years to July 2007. Reuters determined to terminate the above
£1 billion buyback programme in May 2007 prior to its expiration. No other programme has expired during the period covered by the table.
The following table provides a summary of the shares bought under the buyback programme, from its announcement on 13 December 2007 until 31 December 2007.
|
|
Total number
|
|
|
|
|
|
|
|
of shares
|
|
|
|
|
|
|
|
purchased as
|
|
|
|
Total
|
|
|
|
part of publicly
|
|
Average price
|
|
cost of shares
|
|
|
|
announced
|
|
paid per
|
|
purchased
|
|
Month
|
|
programme
|
|
share (£)
|
|
(£m)
|
|
|
|
|
|
|
|
|
|
2007
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
5,050,000
|
|
6.14
|
|
31
|
|
|
|
|
|
|
|
|
|
The current share buyback programme was announced on 13 December 2007 with the intention of repurchasing up to 50 million shares. Regulatory approval was granted for the Thomson-Reuters
transaction, subject to certain conditions, on 19 February 2008, at which date the current share buyback programme was suspended. The share buyback programme resumed on 10 March 2008.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
93
|
|
continued
|
28 Other reserves
An analysis of the movement in other reserves
is set out below:
|
|
Capital
|
|
|
|
|
|
Available
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
redemption
|
|
|
Other
|
|
|
for-sale
|
|
|
Hedging
|
|
|
Translation
|
|
|
other
|
|
|
|
reserve
|
|
|
reserve
|
|
|
reserve
|
|
|
reserve
|
|
|
reserve
|
|
|
reserves
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2005
|
|
1
|
|
|
(1,718
|
)
|
|
94
|
|
|
30
|
|
|
(54
|
)
|
|
(1,647
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences taken
directly to reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97
|
|
|
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences taken
to the income statement on disposal of assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value losses on available-for-sale
financial assets
|
|
|
|
|
|
|
|
(22
|
)
|
|
|
|
|
|
|
|
(22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value gains on available-for-sale financial assets taken to the income
statement on
disposal of assets
|
|
|
|
|
|
|
|
(68
|
)
|
|
|
|
|
|
|
|
(68
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value losses on net investment
hedges
|
|
|
|
|
|
|
|
|
|
|
(39
|
)
|
|
|
|
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gains taken to the
income statement on disposal of net investments
|
|
|
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other movements
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax on items taken directly
to or transferred from reserves
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
(12
|
)
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2005
|
|
1
|
|
|
(1,719
|
)
|
|
4
|
|
|
(7
|
)
|
|
29
|
|
|
(1,692
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences taken
directly to reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95
|
)
|
|
(95
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gains on available-for-sale
financial assets
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gains on net investment
hedges
|
|
|
|
|
|
|
|
|
|
|
34
|
|
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption of share capital
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax on items taken directly
to or transferred from reserves
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|
7
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2006
|
|
13
|
|
|
(1,719
|
)
|
|
10
|
|
|
17
|
|
|
(59
|
)
|
|
(1,738
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences taken
directly to reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gains on available-for-sale
financial assets
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value gains on available-for-sale financial assets taken to the income
statement on disposal of assets
|
|
|
|
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gains on net investment
hedges
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption of share capital
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax on items taken directly
to or transferred from reserves
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
2
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December
2007
|
|
23
|
|
|
(1,719
|
)
|
|
3
|
|
|
20
|
|
|
(37
|
)
|
|
(1,710
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 1998, a court approved capital reorganisation took place. In exchange for every 15 ordinary shares in Reuters Holdings PLC, shareholders received pro-rata 13 ordinary shares in Reuters
Group PLC plus £13.60 in cash. The difference between the proforma nominal value of shares in issue of Reuters Group PLC immediately prior to the reorganisation and the previously reported capital and reserves of Reuters Holdings PLC, excluding
retained earnings, represents the merger difference which has since been recorded in the other reserve.
The capital redemption reserve is used to record an amount equal to the nominal value of treasury shares that have been cancelled.
The available-for-sale reserve is used to record the cumulative fair value gains and losses on available-for-sale financial assets. The cumulative gain or loss is recognised in the income
statement on disposal of the asset.
The hedging reserve is used to record the cumulative gains and losses on hedges of the Groups net investment in foreign operations, providing that the hedges were effective. The
cumulative gain or loss is recognised in the income statement on disposal of the foreign operation.
The translation reserve is used to record cumulative
exchange differences on the assets and liabilities of foreign operations. The
cumulative exchange difference is recognised in the income statement disposal
of the foreign operation.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
94
/
|
Notes to the financial
statements
|
|
continued
|
29 Net cash flow from operating activities
Profit for the year is reconciled to cash generated from operations as follows:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Profit for the year from
continuing operations
|
|
213
|
|
293
|
|
229
|
|
|
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
96
|
|
95
|
|
99
|
|
|
|
|
|
|
|
|
|
Impairment
of associates and joint ventures
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
Impairment
of intangibles
|
|
21
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Amortisation
of intangibles
|
|
61
|
|
46
|
|
33
|
|
|
|
|
|
|
|
|
|
Profit
on disposal of property, plant and equipment
|
|
(10
|
)
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
Employee
share scheme charges
|
|
34
|
|
30
|
|
30
|
|
|
|
|
|
|
|
|
|
Foreign
exchange losses/(gains)
|
|
18
|
|
(14
|
)
|
(8
|
)
|
|
|
|
|
|
|
|
|
Fair value
movements on derivatives
|
|
13
|
|
19
|
|
(18
|
)
|
|
|
|
|
|
|
|
|
Fair value
movements on other financial assets
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
Profits
on disposals
|
|
(24
|
)
|
(80
|
)
|
(42
|
)
|
|
|
|
|
|
|
|
|
Income
from investments
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
Share
of post-taxation losses/(profits) of associates and joint ventures
|
|
6
|
|
4
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
Finance
income
|
|
(117
|
)
|
(72
|
)
|
(41
|
)
|
|
|
|
|
|
|
|
|
Finance
costs
|
|
151
|
|
87
|
|
53
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
60
|
|
20
|
|
9
|
|
|
|
|
|
|
|
|
|
Movements in working capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
in inventories
|
|
1
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease
in trade and other receivables
|
|
(12
|
)
|
23
|
|
3
|
|
|
|
|
|
|
|
|
|
Increase/(decrease)
in trade and other payables
|
|
75
|
|
51
|
|
(52
|
)
|
|
|
|
|
|
|
|
|
(Decrease)/increase
in pensions deficit
|
|
(26
|
)
|
(176
|
)
|
9
|
|
|
|
|
|
|
|
|
|
Decrease
in provisions
|
|
(25
|
)
|
(13
|
)
|
(27
|
)
|
|
|
|
|
|
|
|
|
Decrease
in amounts payable to discontinued operations
|
|
|
|
|
|
(24
|
)
|
|
|
|
|
|
|
|
|
Cash generated from continuing
operations
|
|
534
|
|
311
|
|
268
|
|
|
|
|
|
|
|
|
|
Profit for the year from
discontinued operations
|
|
14
|
|
12
|
|
253
|
|
|
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
Amortisation
of intangibles
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
Loss on
disposal of property, plant and equipment
|
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
Employee
share scheme charges
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
Profits
on disposals
|
|
(14
|
)
|
(12
|
)
|
(278
|
)
|
|
|
|
|
|
|
|
|
Finance
income
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
Taxation
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
Movements in working capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in trade and other receivables
|
|
|
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
|
Decrease
in trade and other payables
|
|
|
|
|
|
(17
|
)
|
|
|
|
|
|
|
|
|
Increase
in provisions
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
Decrease
in amounts receivable from continuing operations
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
Cash generated from discontinued
operations
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
Cash generated from operations
|
|
534
|
|
311
|
|
271
|
|
|
|
|
|
|
|
|
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
95
|
|
continued
|
30 Cash flow from acquisitions and disposals
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Acquisitions (including
joint ventures and associates):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary undertakings (see
note 36)
|
|
(23
|
)
|
(32
|
)
|
(135
|
)
|
|
|
|
|
|
|
|
|
Joint ventures and associates
|
|
(14
|
)
|
(27
|
)
|
(1
|
)
|
|
|
|
|
|
|
|
|
Deferred payments for acquisitions
in prior years
|
|
(4
|
)
|
(9
|
)
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
(41
|
)
|
(68
|
)
|
(144
|
)
|
|
|
|
|
|
|
|
|
Less: cash acquired
|
|
2
|
|
1
|
|
20
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash
acquired
|
|
(39
|
)
|
(67
|
)
|
(124
|
)
|
|
|
|
|
|
|
|
|
Disposals (including joint
ventures and associates):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary undertakings*
|
|
24
|
|
(15
|
)
|
824
|
|
|
|
|
|
|
|
|
|
Joint ventures and associates
|
|
(1
|
)
|
80
|
|
1
|
|
|
|
|
|
|
|
|
|
Instinet (deemed disposal)
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
65
|
|
828
|
|
|
|
|
|
|
|
|
|
Add: cash disposed
|
|
|
|
|
|
(582
|
)
|
|
|
|
|
|
|
|
|
Disposals, net of cash disposed
|
|
23
|
|
65
|
|
246
|
|
|
|
|
|
|
|
|
|
*
|
The cash inflow of £24 million for
subsidiary undertakings principally consists of a tax settlement on disposal
of Instinet Group which was completed in December 2005. (2006 outflow of
£15 million for subsidiary undertakings represents transaction fees
on the disposal of Instinet Group).
|
|
31 Reconciliation of cash and cash equivalents
Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents (see
note 20)
|
|
251
|
|
129
|
|
662
|
|
|
|
|
|
|
|
|
|
Bank overdrafts
|
|
(9
|
)
|
(24
|
)
|
(25
|
)
|
|
|
|
|
|
|
|
|
Total cash and cash equivalents
|
|
242
|
|
105
|
|
637
|
|
|
|
|
|
|
|
|
|
32 Dividends
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Prior year final paid
|
|
86
|
|
81
|
|
86
|
|
|
|
|
|
|
|
|
|
Current year interim paid
|
|
61
|
|
53
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
147
|
|
134
|
|
140
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per ordinary share
|
|
Pence
|
|
Pence
|
|
Pence
|
|
|
|
|
|
|
|
|
|
Prior year final paid
|
|
6.90
|
|
6.15
|
|
6.15
|
|
|
|
|
|
|
|
|
|
Current year interim paid
|
|
5.00
|
|
4.10
|
|
3.85
|
|
|
|
|
|
|
|
|
|
A further interim dividend in respect of 2007 of 7p per ordinary share will amount to an approximate total dividend of £87million. These financial statements do not reflect this
proposed dividend payable.
At 31 December 2007, 27 million shares representing
2% of Reuters Group PLCs shares, were held by Reuters Employee Share Ownership
Trusts in respect of which dividend rights have been waived until the Group
receives written confirmation of cancellation from Computershare Trustees (CI)
Limited.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
96
/
|
Notes to the financial statements
|
|
continued
|
33 Employee share plans
The Group operates a number of share incentive plans for the benefit of employees. The scheme rules of each of these plans contain change of control clauses, which, under certain
circumstances, allow for the early vesting of the plans in the event that Reuters is acquired by a third party. The nature of each plan including general terms and conditions and the methods of settlement is set out below:
Long-Term Incentive Plan (LTIP):
Since 1993, Reuters has operated an LTIP that seeks to encourage and reward long-term
growth in shareholder value. It is Reuters practice to make an annual award of contingent share rights to executive directors and to those senior managers most able to influence corporate performance.
For awards prior to 2006, performance is assessed by reference to the companys relative total shareholder return (TSR) measured against the FTSE 100 over the performance period and
awards vest and are released after 3 years subject to the performance conditions attached. For awards made prior to 2004 that do not vest or only partially vest after three years, the plan permits the measurement period to be extended by up to two
years under a re-testing provision. For awards made from 2004 onwards, the re-testing provision does not apply.
50% of the 2006 and 2007 awards had TSR performance conditions attached. However, the remaining 50% have performance conditions based on PBT targets. These targets are explained in the
Remuneration report on page 17.
From 2003, charges for these awards have been
based on the fair market value per share using option pricing methodology.
The fair market value ascribed to each TSR LTIP award in 2007 was 43.6% (2006:
55.9%) of the market value at the date of grant. The fair market value ascribed
to each PBT LTIP award in 2007 was 92.9% (2006: 93.9%).
All of the LTIP awards are settled in equity.
Discretionary Share Option Plan
(DSOP):
The global DSOP was adopted by the Remuneration Committee in October 2000 and
approved by shareholders in April 2001. It aims to reward growth in earnings and in the share price. The options were normally granted with a four year vesting period, shares vesting 25% each year.
With effect from 2004, to reduce the dilutive impact DSOPs have on shareholders interests and to allow the introduction of a plan better targeted at the general employee population,
the number of participants was reduced significantly. Participation will normally be confined to executive directors and members of the GLT* (prior to 2006, the GMC). Other employees may be eligible to participate in the Restricted Share Plan (see
below).
For awards granted from 2005 onwards, full vesting is achieved if adjusted EPS growth exceeds the percentage growth in the retail price index (RPI) by an average of 9% each year over the
three year performance period. For awards granted in 2006 and 2007, 50% of the awards vest if adjusted EPS growth exceeds RPI growth by an average of 6% each year over three years, with 9% average growth per year required for full vesting, and
awards vesting proportionally for average growth of between 6% and 9%. Of those options which vest under the 2006 and 2007 plans, only 50% can be exercised immediately. A further 25% can be exercised after one year, and another 25% can be exercised
after two years.
All options are subject to a maximum 10 year life and are typically settled in equity.
Save-as-you-Earn (SAYE) Plan:
An all-employee international savings-related share option plan is offered in which the
executive directors are also eligible to participate. Participants save a fixed monthly amount of up to £250 (subject to a maximum, established annually for each offer) for three years and are then able to use their savings to buy shares at a
price set at a 20% discount to the market value at the start of the savings period. In line with market practice, no performance conditions are attached to options granted under this plan.
Options are subject to a maximum life of three years and six months and are settled in equity.
Annual Bonus Profit Sharing Plan
(ABPSP):
In December 2003, Reuters announced its intention to introduce a new
profit-sharing plan across the all-employee population. This plan was introduced to focus employees on reward for profit growth. In 2006, this plan was operated as a cash-only plan and no shares will be issued to employees. Executive directors and
members of the GLT have not participated in this plan. A decision is taken on an annual basis to operate the plan for the year.
Restricted Share Plan (RSP):
In April 2004, at the AGM, the shareholders approved the introduction of the RSP. Currently
restricted shares will not normally be granted for long-term incentive purposes to executive directors or members of the GLT* (prior to 2006, the GMC). It is intended that, other than for executive directors and GLT* members, employees will be
eligible to participate in this plan instead of the DSOP. Other than in 2004, the year of introduction, employees would generally not be eligible to participate in the DSOP and the RSP in the same year. The RSP is normally granted with a four year
vesting period, shares vesting 25% each year.
Awards are typically settled in equity.
The following plans are legacy plans which are no longer operated by the Group:
Performance related share plan
(PRSP):
This plan operated from 1995 to 2001 and targeted senior executives not
participating in the LTIP. All outstanding awards have now lapsed. The performance condition was the same as for the LTIP, although vested shares could be released three years after grant.
Plan 2000:
A one-off all-employee option grant was made in 1998 in order to support the retention of employees over the
millennium period. In common with such all-employee plans, there is no performance condition to be satisfied. All employees, including the executive directors, were given the opportunity to apply for an option to acquire 2,000 shares at an exercise
price of £5.50 per share. These options became exercisable in September 2001 and expired in September 2005. A small supplementary grant was made to new employees in March 1999, at an option price of £8.14, and these expired in March
2006.
* For a list of GLT members, see Directors and senior managers on page 13.
Reuters
Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
97
|
|
continued
|
33 Employee share plans
continued
Activity relating to share options for the year ended 31 December 2005, 31 December 2006 and 31 December 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
price for
|
|
|
|
|
|
|
|
|
|
DSOP &
|
|
|
|
|
|
LTIP &
|
|
|
|
|
|
option
|
|
|
|
SAYE Plan
|
|
|
Plan 2000
|
|
|
RSP
|
|
|
ABSP
|
|
|
PRSP
|
|
|
Total
|
|
|
plans £
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares under option in millions (including ADSs):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 January 2005
|
|
29.9
|
|
|
11.4
|
|
|
59.2
|
|
|
|
|
|
14.6
|
|
|
115.1
|
|
|
2.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
3.4
|
|
|
|
|
|
7.5
|
|
|
2.3
|
|
|
2.2
|
|
|
15.4
|
|
|
2.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(2.5
|
)
|
|
(0.4
|
)
|
|
(2.5
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(5.9
|
)
|
|
4.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(1.2
|
)
|
|
|
|
|
(4.8
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(6.8
|
)
|
|
1.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired or lapsed
|
|
(1.4
|
)
|
|
(10.3
|
)
|
|
(4.0
|
)
|
|
|
|
|
(4.4
|
)
|
|
(20.1
|
)
|
|
3.88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2005
|
|
28.2
|
|
|
0.7
|
|
|
55.4
|
|
|
2.1
|
|
|
11.3
|
|
|
97.7
|
|
|
2.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
5.3
|
|
|
|
|
|
9.0
|
|
|
|
|
|
2.8
|
|
|
17.1
|
|
|
1.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(0.9
|
)
|
|
|
|
|
(1.6
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(2.8
|
)
|
|
1.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(20.7
|
)
|
|
|
|
|
(7.7
|
)
|
|
(2.0
|
)
|
|
|
|
|
(30.4
|
)
|
|
1.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired or lapsed
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|
(4.1
|
)
|
|
|
|
|
(0.6
|
)
|
|
(6.0
|
)
|
|
4.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2006
|
|
11.3
|
|
|
|
|
|
51.0
|
|
|
|
|
|
13.3
|
|
|
75.6
|
|
|
2.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
4.4
|
|
|
|
|
|
8.3
|
|
|
|
|
|
3.1
|
|
|
15.8
|
|
|
2.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(1.2
|
)
|
|
|
|
|
(3.5
|
)
|
|
|
|
|
(0.5
|
)
|
|
(5.2
|
)
|
|
3.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
(3.6
|
)
|
|
|
|
|
(15.5
|
)
|
|
|
|
|
(2.4
|
)
|
|
(21.5
|
)
|
|
2.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired or lapsed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.5
|
)
|
|
(8.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
10.9
|
|
|
|
|
|
40.3
|
|
|
|
|
|
5.0
|
|
|
56.2
|
|
|
2.84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Of which exercisable
|
|
0.2
|
|
|
|
|
|
19.6
|
|
|
|
|
|
|
|
|
19.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of participants at 31 December 2007
|
|
6,558
|
|
|
|
|
|
5,102
|
|
|
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense included in the income statement for year ended
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2005
|
|
5
|
|
|
|
|
|
18
|
|
|
2
|
|
|
5
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2006
|
|
6
|
|
|
|
|
|
16
|
|
|
1
|
|
|
7
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2007
|
|
5
|
|
|
|
|
|
25
|
|
|
|
|
|
6
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The expense included in the income statement in respect of DSOP and RSP was £25 million (2006: £16 million, 2005: £18 million), of which £4 million (2006: £nil,
2005: £nil) related to cash-settled share options.
Options were exercised on a regular basis throughout the year at the average share price of £5.74 (2006: £3.96, 2005: £3.92) .
The following table summarises information relating to the number of shares under option and those which were exercisable at 31 December 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
|
|
|
|
|
|
|
Weighted
|
|
|
Options
|
|
|
Options
|
|
|
Options
|
|
|
weighted
|
|
|
|
|
|
|
average
|
|
|
exercisable at
|
|
|
exercisable at
|
|
|
exercisable at
|
|
|
average exercise
|
|
|
|
Total shares
|
|
|
remaining
|
|
|
31 December
|
|
|
31 December
|
|
|
31 December
|
|
|
price for options
|
|
|
|
under option
|
|
|
contractual life
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
exercisable at
|
|
Range of exercise prices
|
|
(million)
|
|
|
(months)
|
|
|
(million)
|
|
|
(million)
|
|
|
(million)
|
|
|
31 December 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£0.00
£2.00
|
|
18.5
|
|
|
31
|
|
|
2.6
|
|
|
6.8
|
|
|
2.5
|
|
|
£1.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£2.01
£5.00
|
|
29.0
|
|
|
59
|
|
|
10.6
|
|
|
17.1
|
|
|
12.0
|
|
|
£2.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£5.01
£7.00
|
|
4.8
|
|
|
67
|
|
|
3.6
|
|
|
5.7
|
|
|
5.1
|
|
|
£5.69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£7.01
£9.00
|
|
3.0
|
|
|
42
|
|
|
3.0
|
|
|
3.6
|
|
|
4.6
|
|
|
£8.62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£9.01
£11.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.4
|
|
|
£0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADSs*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$10.01 $30.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
$0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$30.01 $50.00
|
|
0.6
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
$42.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$50
+
|
|
0.3
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
$51.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56.2
|
|
|
|
|
|
19.8
|
|
|
33.2
|
|
|
24.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
One ADS is equivalent to six ordinary shares.
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
98
/
|
Notes to the financial
statements
|
|
continued
|
33 Employee share plans
continued
The fair values of options granted during the period were determined using options pricing models.
The following tables summarise the models and key assumptions used for grants made during 2007, 2006 and 2005:
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAYE Plan
|
|
DSOP
|
|
RSP
|
|
LTIP
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value (£)
|
|
1.67
|
|
1.14
|
|
4.25
|
|
2.95
|
|
|
|
|
|
|
|
|
|
|
|
Options pricing model used
|
|
Black Scholes
|
|
Black Scholes
|
|
Black Scholes
|
|
Monte Carlo
|
|
|
|
options
|
|
options
|
|
options
|
|
simulation based
|
|
|
|
pricing model
|
|
pricing model
|
|
pricing model
|
|
customised options
|
|
|
|
|
|
|
|
|
|
pricing model
|
|
|
|
|
|
|
|
|
|
|
|
Key assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
share price (£)
|
|
4.82
|
|
5.04
|
|
4.50
|
|
4.33
|
|
|
|
|
|
|
|
|
|
|
|
Range of exercise
prices (£)
|
|
3.53
|
|
4.42-6.19
|
|
Nil
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
Range of expected
volatility (%)
|
|
27%
|
|
22%-46%
|
|
22%-34%
|
|
26%
|
|
|
|
|
|
|
|
|
|
|
|
Range of risk-free
rates (%)
|
|
6%
|
|
5%-6%
|
|
5%-6%
|
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
Range of expected
option term (life)
|
|
3 years
|
|
0.5 to 7 years
|
|
0.5 to 4 years
|
|
3 years
|
|
|
|
|
|
|
|
|
|
|
|
Range of expected
dividend yields
|
|
2.5%
|
|
2.1%-2.5%
|
|
2.1%-2.5%
|
|
2.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAYE Plan
|
|
DSOP
|
|
RSP
|
|
LTIP
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value (£)
|
|
1.17
|
|
1.73
|
|
3.65
|
|
3.39
|
|
|
|
|
|
|
|
|
|
|
|
Options pricing model used
|
|
Black Scholes
|
|
Black Scholes
|
|
Black Scholes
|
|
Monte Carlo
|
|
|
|
options
|
|
options
|
|
options
|
|
simulation based
|
|
|
|
pricing model
|
|
pricing model
|
|
pricing model
|
|
customised options
|
|
|
|
|
|
|
|
|
|
pricing model
|
|
|
|
|
|
|
|
|
|
|
|
Key assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
share price (£)
|
|
3.77
|
|
4.20
|
|
3.88
|
|
4.53
|
|
|
|
|
|
|
|
|
|
|
|
Range of exercise
prices (£)
|
|
3.14
|
|
3.93
|
|
Nil
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
Range of expected
volatility (%)
|
|
35%
|
|
23%-48%
|
|
25%-41%
|
|
36%
|
|
|
|
|
|
|
|
|
|
|
|
Range of risk-free
rates (%)
|
|
5%
|
|
4%-5%
|
|
5%
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
Range of expected
option term (life)
|
|
3 years
|
|
4 to 7 years
|
|
1 to 4 years
|
|
3 years
|
|
|
|
|
|
|
|
|
|
|
|
Expected dividends
(per year)
|
|
10p
|
|
10p-10.65p
|
|
10p-10.65p
|
|
10p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAYE Plan
|
|
DSOP
|
|
ABPSP
|
|
RSP
|
|
LTIP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average fair value (£)
|
|
1.61
|
|
1.30
|
|
3.95
|
|
3.81
|
|
2.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options pricing model used
|
|
Black Scholes
|
|
Black Scholes
|
|
Black Scholes
|
|
Black Scholes
|
|
Monte Carlo
|
|
|
|
options
|
|
options
|
|
options
|
|
options
|
|
simulation based
|
|
|
|
pricing model
|
|
pricing model
|
|
pricing model
|
|
pricing model
|
|
customised options
|
|
|
|
|
|
|
|
|
|
|
|
pricing model
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average share price (£)
|
|
4.12
|
|
3.97
|
|
4.05
|
|
4.04
|
|
4.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of exercise
prices (£)
|
|
3.33
|
|
3.89-4.05
|
|
Nil
|
|
Nil
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of expected
volatility (%)
|
|
47%
|
|
28%-54%
|
|
37%
|
|
28%-54%
|
|
48%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of risk-free
rates (%)
|
|
5%
|
|
4%-5%
|
|
5%
|
|
4%-5%
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of expected
option term (life)
|
|
3 years
|
|
4 to 7 years
|
|
2 years
|
|
1 to 4 years
|
|
3 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected dividends
(per year)
|
|
10p
|
|
10p
|
|
10p
|
|
10p
|
|
10p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumptions on expected volatility and expected option term have been made on the basis of historical data, wherever available, for the period corresponding with the vesting period of the
option. Volatility is based on daily observations. Best estimates have been used where historical data is not available in this respect.
Market-related performance conditions, which are used to determine the vesting pattern on the LTIP options, are built into the Monte Carlo simulation based options pricing model used to
determine fair value of these options.
The Group reported a provision for National Insurance and other social security taxes of £10 million (2006: £7 million, 2005: £11 million) in respect of share-based payment
transactions.
The Group recorded a liability for cash settled share options of £5 million (2006: £nil, 2005: £nil), based on current fair values. The intrinsic value of the liability has
been measured at £4 million.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to
the financial statements
/
99
|
|
continued
|
34 Related party transactions
The parent company of the Group is Reuters Group PLC (incorporated in the United Kingdom). Reuters Group PLC owns 9.7% of its own shares, relating to the ongoing share buyback programme
(see note 27 on page 91). In addition, 2.0% of Reuters Group PLC is owned by Reuters Employee Share Ownership Trusts (ESOTs).
The ESOTs were established by Reuters in August 1990, January 1994 and August 2004. The ESOTs established in August 1990 and January 1994 are funded by Reuters Group PLC. The ESOT
established in August 2004 is funded by Reuters SA. The trustee of the ESOTs is an offshore independent professional trustee. Shares purchased by the ESOTs, which are deducted from shareholders equity on the consolidated balance sheet, are
used to satisfy certain options/awards under the Groups share incentive plans.
Key management personnel compensation, including the Groups directors, is shown in the table below:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Salaries and short-term employee benefits
|
|
16
|
|
12
|
|
8
|
|
|
|
|
|
|
|
|
|
Post-employment benefits
|
|
1
|
|
1
|
|
1
|
|
|
|
|
|
|
|
|
|
Termination benefits
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
|
9
|
|
8
|
|
6
|
|
|
|
|
|
|
|
|
|
Total
|
|
26
|
|
21
|
|
16
|
|
|
|
|
|
|
|
|
|
More details of directors remuneration and senior management compensation are given in the Directors remuneration for 2007 section of the Remuneration report,
details of which form part of these financial statements.
During the year, the Group carried out a number of transactions with related parties, mainly being relationships where the Group holds investments in associates and joint ventures. These
transactions involved supply of services and were entered into in the normal course of business and on an arms length basis.
Details of these transactions are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
31
|
|
|
|
|
|
31
|
|
|
|
December
|
|
Amounts
|
|
Amounts
|
|
December
|
|
Amounts
|
|
Amounts
|
|
December
|
|
|
|
2005
|
|
invoiced
|
|
collected
|
|
2006
|
|
invoiced
|
|
collected
|
|
2007
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Factiva*
|
|
4
|
|
30
|
|
(33
|
)
|
1
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FXMarketSpace
|
|
|
|
6
|
|
|
|
6
|
|
10
|
|
(15
|
)
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
1
|
|
(1
|
)
|
|
|
1
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates
|
|
|
|
|
|
|
|
|
|
1
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts receivable
|
|
4
|
|
37
|
|
(34
|
)
|
7
|
|
12
|
|
(18
|
)
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts payable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Factiva
|
|
1
|
|
4
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Times Square Associates
|
|
|
|
19
|
|
(19
|
)
|
|
|
16
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associates
|
|
|
|
2
|
|
(2
|
)
|
|
|
5
|
|
(4
|
)
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts payable
|
|
1
|
|
25
|
|
(26
|
)
|
|
|
21
|
|
(20
|
)
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Reuters disposed of the majority of its investment in Factiva in December 2006. Consequently, the £1 million receivable from Factiva at 31 December 2006 has been presented within other
receivables (see note 19).
|
No amounts were provided for or written off in the income statement in respect of amounts receivable from related parties.
The above amounts relate to the rendering or receiving of services between both parties, including agency agreements and licence agreements. Detailed summaries of key transactions in
respect of the Groups related parties are set out below.
During 2007, Reuters paid £64 million (2006: £237 million, 2005: £47 million) to the Groups pension funds, including £4 million (2006: £187 million) towards
funding the deficit in the Reuters Supplementary Pension Scheme (2006: Reuters Pension Fund and the Reuters Supplementary Pension Scheme).
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
100
/
|
Notes to the financial
statements
|
|
continued
|
34 Related party transactions
continued
FXMarketSpace
On
4 May 2006, Reuters and the Chicago Mercantile Exchange (CME) entered into
an agreement to form FXMarketSpace, a 50/50 joint venture to create a centrally-cleared,
global foreign exchange trading system. Following shareholder approval, the
joint
venture was formed on 20 July 2006. Reuters has entered into agreements to
provide trading access to and trade notification services for, and distribute
market
data from,
FXMarketSpace, among various other services and arrangements. The total cost
of these services provided by Reuters to FXMarketSpace in 2007 was £10 million (2006: £6
million).
3 Times Square Associates LLC (3XSQ Associates)
Reuters
is party to a lease entered into in 1998 with 3XSQ Associates, an entity owned
by Reuters and Rudin Times Square Associates LLC formed to acquire, develop and
operate the 3 Times Square property and building. Pursuant to the lease, which
has been amended from time to time, Reuters leases approximately 692,000 square
feet for a remaining term of approximately 15 years expiring in 2021, with an
option to terminate 10 years
early as to 77,000 square feet and three successive ten-year renewal options
as to the entirety of the space. Reuters made payments to 3XSQ Associates of £16 million during 2007 (2006: £19 million, 2005: £18
million) in respect of
rent, operating expenses, taxes, insurance and other obligations.
Factiva
On
15 December 2006, Reuters disposed of the majority of its investment in Factiva.
Prior to this disposal, Factiva and Reuters each provided a variety of services
to the other through a number of commercial arrangements. Factiva hosted and
maintained Reuters pictures archiving service, permitted Reuters to incorporate
Factiva content in certain Reuters products, and permitted Reuters staff to access
Factiva content. The total cost
of the services provided by Factiva to Reuters in 2007 was £nil (2006: £4 million, 2005: £4
million).
Reuters provided Factiva with technical and administrative support services, including use of Reuters premises, facilities, finance and payroll services, provided content, primarily its
newswires, to Factiva for incorporation in certain Factiva services, and granted Factiva a trademark licence permitting Factiva to use Reuters name. The total value of the services provided by Reuters to Factiva in 2007 was £nil (2006: £30
million, 2005: £39 million).
Following the disposal of the majority of the investment in Factiva, Reuters will continue to supply content to Factiva under an agreement as a paid supplier and has entered into or
continued a number of commercial arrangements with Factiva and Dow Jones, including some of those described above.
In addition to the above amounts, Reuters held a loan payable to Factiva of £10 million at the start of 2006, on which interest was payable at LIBOR. This loan was increased to
£12 million during the year and it was all repaid prior to the disposal of the majority of Reuters investment in Factiva.
35 Contingencies and commitments
Contingent liabilities and contingent assets
Except
as described below, neither the Group, nor any of its directors, members of senior
management or affiliates, is subject to any legal or arbitration proceedings
which may have, or
have had in the recent past, significant effects on the Groups financial
performance or profitability.
The Group has no contingent assets.
Douglas Gilstrap and Myron Tataryn v. Radianz Ltd., Radianz Americas, Inc., Reuters Limited, Blaxmill (Six) Limited, Reuters C LLC, Reuters America LLC, and British Telecommunications
PLC
On 12 September 2005, Radianzs former CEO Douglas Gilstrap filed a class action lawsuit purportedly on behalf of Radianz option holders against Radianz, Radianz Americas, Inc.,
Reuters Limited, Blaxmill (Six) Limited, Reuters C LLC, Reuters America LLC and BT in the United States District Court, Southern District of New York, relating to the cash cancellation of Radianz options, in conjunction with Reuters sale
of Radianz to BT. The complaint does not specify the amount of damages sought.
Under the claims and indemnification provision of the Radianz Sale Agreement
between BT and Reuters, Reuters elected to take control of the defence of this
litigation as to
all defendants. On 15 December 2005, a First Amended Complaint was filed which,
among other things, added Myron Tataryn, a former Radianz employee based in the
UK, as an additional named plaintiff and purported class representative. On
30
January 2006, the defendants filed a motion to dismiss the case in its entirety
on forum non conveniens grounds. On 27 July 2006, the United States District
Court dismissed the complaint as England is the proper forum for this matter.
On 25 August 2006, plaintiffs filed an appeal of the dismissal with the US
Court of Appeals for the Second Circuit. Separately, on 7 December 2006 Douglas
Gilstrap, along with former Radianz executives
Brian Dillon and John Madigan, filed a new lawsuit in the US District Court,
Southern District of New York in their individual capacities against Radianz
Limited and Radianz Americas for essentially the same claims asserted in the
dismissed class
action complaint. On 25 May 2007, plaintiffs appeal of the dismissal of
the class action lawsuit was denied. Then on 10 August 2007 Gilstrap, Dillon
and Madigan lawsuit voluntarily dismissed their lawsuit in the Southern District
of New York. On 11 August 2007, Gilstrap filed a new lawsuit in an individual
capacity with former Radianz employees Thomas McCabe and Myron Tataryn, against
Radianz Limited and Radianz Americas, Inc. in Texas state court in Dallas, Texas
for essentially the
same claims asserted in the federal court. On 22 October 2007, Radianz Limited
filed a special appearance in order to preserve its objections to personal jurisdiction
and Radianz Americas filed a motion to dismiss the complaint on the basis of
forum non conveniens on behalf of Radianz Americas. On 14 January 2008, the Texas
state court granted the motion to, pending a decision on whether to make such
dismissal conditional upon Radianz Americas waiving a right to recover legal
fees against
plaintiffs in any action brought in England upon these claims. Subsequently the
parties agreed to make the waiver of the right to recover legal fees and costs
reciprocal and Radianz Limited agreed to waive its objections to jurisdiction
so it could be included within the scope of any dismissal order. Subsequently,
on 5 February 2008, the Texas state court entered a judgment dismissing the action
as to Radianz Americas and Radianz Limited. Gilstrap, McCabe and Tataryn served
Radianz Limited and
Radianz Americas with a notice of appeal on 3 March 2008. The Group believes
this appeal is without merit and will defend against it vigorously.
Ariel (UK) Limited v. Reuters Group PLC, Reuters C LLC, Reuters Transactions Services Limited, Instinet Group, Incorporated, the NASDAQ Stock Market Inc. and Silver Lake Partners
LP
On 16 November 2005, Ariel (UK) Limited
brought an action in the United States District Court, Southern District of New
York against Reuters Group PLC, Reuters C LLC, Reuters Transactions Services
Limited, Instinet Group, NASDAQ and Silver Lake Partners LP, seeking a declaration
that a 1975 Agreement between Ariel and Instinet permits Ariel to license Reuters
current patent portfolio to others. The complaint, as amended on 28
February 2006, also claims breach of contract, copyright infringement and requests
for declaratory relief. Ariel seeks $50 million compensatory damages from
Reuters and Instinet. Reuters answered the complaint and filed a motion to dismiss
the case, which was granted on 31 October 2006, dismissing the copyright claims
with prejudice and the state law contract claims for lack of jurisdiction. Ariel
has filed a notice of appeal to the US Court of Appeals for the Second Circuit.
The Group
believes the claims are without merit and intends to defend them vigorously.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Notes to the financial
statements
/
101
|
|
continued
|
35 Contingencies and commitments
continued
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
14
|
|
10
|
|
16
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
26
|
|
9
|
|
13
|
|
|
|
|
|
|
|
|
|
Total capital commitments
|
|
40
|
|
19
|
|
29
|
|
|
|
|
|
|
|
|
|
Groups share of contingent liabilities and commitments in respect of associates and joint ventures
The
Groups share in contingent liabilities and commitments in relation to its interest in associates and joint ventures was £nil (2006: £nil, 2005: £nil).
Warranties and indemnities
During 2005, the Group has disposed of a number of its investments and provided standard warranties and indemnities as part of the sale and purchase agreements. The likelihood of the Group
incurring any liability in relation to these is considered remote, therefore no provisions have been recorded and no disclosure is presented in the financial statements.
Operating lease payables
Minimum payments for non-cancellable operating leases for terms in excess of one year from 31 December are as follows:
|
|
2007
|
|
2006
|
|
2005
|
|
Year ended 31 December
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
88
|
|
74
|
|
|
|
|
|
|
|
|
|
2008
|
|
94
|
|
79
|
|
63
|
|
|
|
|
|
|
|
|
|
2009
|
|
85
|
|
70
|
|
54
|
|
|
|
|
|
|
|
|
|
2010
|
|
73
|
|
60
|
|
51
|
|
|
|
|
|
|
|
|
|
2011
|
|
62
|
|
55
|
|
47
|
|
|
|
|
|
|
|
|
|
2012 (and thereafter fo
r 2005 comparatives)
|
|
56
|
|
51
|
|
305
|
|
|
|
|
|
|
|
|
|
2013 and thereafter
|
|
280
|
|
249
|
|
|
|
|
|
|
|
|
|
|
|
Total operating lease payables
|
|
650
|
|
652
|
|
673
|
|
|
|
|
|
|
|
|
|
At the inception of each arrangement involving use of an asset, an assessment is made to establish whether the arrangement contains a lease. Once established, the lease is assessed to
classify as either an operating lease or finance lease. This involves making an assessment concerning whether the arrangement substantially transfers the risks and rewards of asset ownership to the Group, in which case it would be treated as a
finance lease (refer note 14 on page 73). Where the arrangement does not result in the transfer of substantially all of the risks and rewards, the arrangement is classified as an operating lease.
At 31 December 2007, future minimum sublease payments expected to be received under non-cancellable subleases were £2 million (2006: £96 million, 2005: £114
million).
The Group leases various facilities under non-cancellable operating lease agreements. The leases have various terms, escalation clauses and renewal rights. The Group also leases equipment
under non-cancellable operating lease agreements.
During the year, Reuters entered into an outsourcing
arrangement with Fujitsu Services Limited for the provision of IT services over
10 years for approximately £530 million. Over the
life of the contract, it is expected that £72 million will be paid in respect
of leasing arrangements, of which £14 million is committed to as at
31
December 2007.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
102
/
|
Notes to the financial
statements
|
|
continued
|
36 Acquisitions
Acquisition of Feri Fund Market Information Limited
On
31 July 2007, a Group company acquired Feri Fund Market Information Limited and
its wholly owned subsidiary FI Datenservice GmbH. In accordance with IFRS 3 Business
Combinations, this transaction has been accounted for as an acquisition.
|
|
|
Book
|
|
|
Fair value
|
|
|
Provisional
|
|
|
|
|
value
|
|
|
adjustments
|
|
|
fair value
|
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
|
|
8
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
(2
|
)
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net (liabilities)/assets acquired
|
|
|
|
|
6
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration satisfied by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill represents the value of synergies arising from the acquisition.
The net assets of the company have been incorporated into the Research & Asset Management division.
The outflow of cash and cash equivalents on the acquisition can be calculated as follows:
|
|
£m
|
|
|
|
|
|
Cash consideration
|
|
12
|
|
|
|
|
|
Cash acquired
|
|
(2
|
)
|
|
|
|
|
Total outflow of cash and cash equivalents
|
|
10
|
|
|
|
|
|
Acquisition of ClearForest Limited
On
6 June 2007, a Group company acquired ClearForest Limited and its wholly owned
subsidiary ClearForest Corp. In accordance with IFRS 3 Business Combinations,
this transaction
has been accounted for as an acquisition.
|
|
|
Book
|
|
|
Fair value
|
|
|
Provisional
|
|
|
|
|
value
|
|
|
adjustments
|
|
|
fair value
|
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
|
|
6
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other current assets
|
|
1
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
(2
|
)
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
(2
|
)
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net liabilities acquired
|
|
(1
|
)
|
|
4
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration satisfied by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill represents the value of synergies arising from the acquisition. Net assets of the company have been incorporated into the Sales & Trading and Enterprise divisions.
The outflow of cash and cash equivalents on the acquisition can be calculated as follows:
|
|
£m
|
|
|
|
|
|
Cash consideration
|
|
10
|
|
|
|
|
|
Total outflow of cash and cash equivalents
|
|
10
|
|
|
|
|
|
Reuters Group PLC
Annual Report 2007
Back to Contents
|
Notes to the financial
statements
/
103
|
|
continued
|
36 Acquisitions
continued
Other acquisitions
Reuters
acquired certain trade and assets from Thomas Weisel Partners LLC and Anián
LLC on 28 February 2007, and Stylianou LLC in May 2007. The Group also purchased
the share capital
of EnergyBankLink Pty on 21 September 2007.
|
|
Book
|
|
|
Fair value
|
|
|
Provisional
|
|
|
|
value
|
|
|
adjustments
|
|
|
fair value
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired
|
|
|
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
The fair value adjustments in respect of intangible assets are due to the recognition of £1 million in respect of intellectual property of the Anián product.
The outflow of cash and cash equivalents on the acquisitions can be calculated as follows:
|
|
£m
|
|
|
|
|
|
Cash consideration
|
|
1
|
|
|
|
|
|
Total outflow of cash and cash equivalents
|
|
1
|
|
|
|
|
|
From the date of acquisition to 31 December 2007, the acquisitions contributed £2.2 million to revenue, £1.4 million profit before interest and amortisation of intangibles and
incurred a £1.3 million profit before amortisation, but after interest.
If the acquisitions had been made at the beginning of the financial year, they would have contributed £5 million to revenue and £1.7 million to profit. This information takes into
account the amortisation of acquired intangible assets and the effect of taxation.
37 Disposals
Realised net gains, all of which were recorded in the income statement within continuing operations, were:
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
On disposal of subsidiary undertakings
|
|
3
|
|
4
|
|
4
|
|
|
|
|
|
|
|
|
|
On disposal of associates, joint ventures and available-for-sale financial assets
|
|
21
|
|
76
|
|
38
|
|
|
|
|
|
|
|
|
|
Recorded in the income statement
|
|
24
|
|
80
|
|
42
|
|
|
|
|
|
|
|
|
|
In 2007, gains on disposal of associates, joint ventures and available-for-sale financial assets relate to the Groups disposal of its investment in Intralinks Inc (£18 million)
and further gains relating to the sale of Factiva (£3 million) in 2006. Gains on disposal of subsidiary undertakings relate to a number of small disposals and include £2 million deferred proceeds on the disposal of RVC in 2004.
In 2006, gains on disposal of associates, joint ventures and available-for-sale financial assets principally relate to the Groups disposal of the majority of its holding in Factiva.
Gains on disposal of subsidiary undertakings relate to a number of small disposals and include £2 million deferred proceeds from the disposal of RVC in 2004.
In 2005, gains on disposal of associates, joint ventures and available-for-sale financial assets include £4 million arising from the Groups disposal of its holding in Quick
Corporation and £33 million in respect of the part-disposal of shares in TSI. Gains on disposal of subsidiary undertakings mainly comprise an £8 million gain on disposal of a number of UK entities partly offset by a £6 million loss on
disposal of the Reuters Portfolio Management System (RPMS) business. In 2005, Reuters also disposed of its holdings in Radianz and Instinet Group. These subsidiaries were treated as discontinued operations in accordance with IFRS 5 and are therefore
disclosed separately in note 7.
Reuters Group PLC
Annual Report 2007
Back to Contents
104
/
|
Notes to the financial
statements
|
|
continued
|
38 Post balance sheet events
During the period 1 January 2008 to 14 March 2008, Reuters purchased 31 million shares for total consideration of £188 million, as part of the share buy-back programme announced in
December 2007.
The following table provides a summary of the shares bought back during this period:
|
|
Total number
|
|
|
|
|
|
|
|
of shares
|
|
|
|
|
|
|
|
purchased as
|
|
|
|
Total cost of
|
|
|
|
part of publicly
|
|
Average price
|
|
shares
|
|
|
|
announced
|
|
paid per
|
|
purchased
|
|
Month
|
|
programme
|
|
share (£)
|
|
(£m)
|
|
|
|
|
|
|
|
|
|
January
|
|
20,975,000
|
|
5.99
|
|
127
|
|
|
|
|
|
|
|
|
|
February
|
|
6,965,000
|
|
6.03
|
|
42
|
|
|
|
|
|
|
|
|
|
March
|
|
3,100,000
|
|
6.00
|
|
19
|
|
|
|
|
|
|
|
|
|
Included above are 28 million shares which the Group has irrevocable commitments to purchase at 31 December 2007. In accordance with the Groups accounting policy, the cost of these
shares (£169 million) has been recorded in the balance sheet at 31 December 2007 and reported as a current liability with a corresponding deduction from shareholders equity.
On 19 February 2008, regulatory approval was granted for the Thomson-Reuters transaction, subject to certain conditions, at which date the current share buyback programme was suspended. On
10 March 2008, the resumption of the share buyback programme was announced with the intention of repurchasing up to 17 million shares, representing the balance of the 50 million programme, between 10 March 2008 and the closing of the
transaction.
On 31 January 2008, Reuters acquired 100% of the share capital of Starmine Corporation, a provider of proprietary web-based products to assist financial analysts and portfolio managers
manage research and value stocks, for consideration of $97 million payable in cash. The purchase price allocation has yet to be finalised.
On 15 May 2007, Reuters and Thomson entered into a definitive agreement (the Implementation Agreement) under which Reuters agreed to be acquired by Thomson by implementing a
dual listed company (DLC) structure (the Transaction). Under the DLC structure, Thomson Reuters will have two parent companies, both of which will be publicly listed: Thomson Reuters PLC, a new English company in which
existing Reuters Shareholders will receive shares as part of their consideration in the Transaction (together with £3.525 in cash per Reuters ordinary share), and The Thomson Corporation, a Canadian company which will be renamed Thomson Reuters
Corporation. Those companies will operate as a unified group pursuant to contractual arrangements as well as provisions in their organisational documents. Under the DLC structure, shareholders of Thomson Reuters Corporation and Thomson Reuters PLC
will both have a stake in Thomson Reuters, with cash dividend, capital distribution and voting rights that are comparable to the rights they would have if they were holding shares in one company carrying on the Thomson Reuters business. The
transaction is expected to complete on 17 April 2008, subject to shareholder consent, court approvals and other customary closing conditions.
Reuters Group PLC
Annual Report 2007
Back to Contents
|
Notes to the financial
statements
/
105
|
|
continued
|
39 Significant subsidiary undertakings, joint ventures and associates
The principal subsidiary undertakings, joint ventures and associates at 31 December 2007, all of which are included in the consolidated financial statements, are shown below:
Subsidiary undertakings
|
|
Country of incorporation
|
|
Principal area of operation
|
|
Percentage of equity shares held
|
|
|
|
|
|
|
|
|
|
Reuters AG
|
|
Germany
|
|
Germany
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters America Holdings Inc*
|
|
USA
|
|
Worldwide
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters America LLC
|
|
USA
|
|
USA
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Australia Pty Limited
|
|
Australia
|
|
Australia
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters BV
|
|
Netherlands
|
|
Netherlands
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Canada Limited
|
|
Canada
|
|
Canada/USA
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Europe SA
|
|
Switzerland
|
|
Spain/Portugal
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters France SAS
|
|
France
|
|
France
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Finance PLC*
|
|
UK
|
|
UK
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Group Overseas Holdings (UK) Ltd*
|
|
UK
|
|
Worldwide
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Holdings Limited*
|
|
UK
|
|
UK
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Hong Kong Limited
|
|
Cook Islands
|
|
Hong Kong
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters International Holdings SARL*
|
|
Switzerland
|
|
Worldwide
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Investments Limited*
|
|
UK
|
|
UK
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Italia SpA
|
|
Italy
|
|
Italy
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Japan Kabushiki Kaisha
|
|
Japan
|
|
Japan
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Limited
|
|
UK
|
|
Worldwide
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Middle East Limited
|
|
Cook Islands
|
|
Middle East
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Nederland BV*
|
|
Netherlands
|
|
Netherlands
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Research Inc
|
|
USA
|
|
USA
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters SA
|
|
Switzerland
|
|
Worldwide
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Singapore Pte Limited
|
|
Singapore
|
|
Singapore
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Svenska AB
|
|
Sweden
|
|
Sweden
|
|
100
|
|
|
|
|
|
|
|
|
|
Reuters Transaction Services Limited
|
|
UK
|
|
Worldwide
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures
|
|
Country of incorporation
|
|
Principal area of operation
|
|
Percentage of equity shares held
|
|
|
|
|
|
|
|
|
|
3 Times Square Associates LLC
|
|
USA
|
|
USA
|
|
50**
|
|
|
|
|
|
|
|
|
|
FXMarketSpace Limited
|
|
UK
|
|
Worldwide
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Denotes investment companies. All other entities are operating companies.
|
|
|
**
|
The Group has an equity shareholding of 50% in 3 Times Square Associates LLC. However, the Group has an effective economic interest of 35% at 31 December 2007.
|
The financial years for all of the above undertakings end on 31 December, except for Times Global Broadcasting Company Limited whose financial year ends on 31 March.
3 Times Square Associates LLC is a joint venture with Rudins Times Square Associates LLC formed to acquire, develop and operate the 3 Times Square property and building.
FXMarketSpace Limited is a joint venture with the Chicago Mercantile Exchange formed to create a centrally-cleared, global foreign exchange trading system.
Reuters has a 26% holding in Times Global Broadcasting Company Limited. This was reclassified as held for sale in 2007.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
106
/
|
Consolidated financial
summary
|
|
|
Consolidated financial summary
Four year consolidated financial summary (IFRS)
|
|
|
|
|
|
|
|
|
|
|
|
IFRS
|
|
IFRS
|
|
IFRS
|
|
IFRS
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
Results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
1
|
|
2,605
|
|
2,566
|
|
2,409
|
|
2,339
|
|
|
|
|
|
|
|
|
|
|
|
Net finance costs
|
|
(34
|
)
|
(15
|
)
|
(12
|
)
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
Profit before tax
|
|
273
|
|
313
|
|
238
|
|
396
|
|
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
(60
|
)
|
(20
|
)
|
(9
|
)
|
(40
|
)
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to equity holders of the parent
|
|
227
|
|
305
|
|
456
|
|
364
|
|
|
|
|
|
|
|
|
|
|
|
Net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
1,432
|
|
1,314
|
|
1,179
|
|
1,025
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
547
|
|
606
|
|
957
|
|
1,410
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
(1,268
|
)
|
(913
|
)
|
(797
|
)
|
(1,249
|
)
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
(587
|
)
|
(835
|
)
|
(829
|
)
|
(714
|
)
|
|
|
|
|
|
|
|
|
|
|
Non-current assets classified as held for sale
|
|
14
|
|
|
|
1
|
|
145
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities directly associated with non-current assets classified as held for sale
|
|
|
|
|
|
|
|
(47
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
138
|
|
172
|
|
511
|
|
570
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
134
|
|
130
|
|
137
|
|
111
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
96
|
|
95
|
|
103
|
|
130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per ordinary share from continuing operations
|
|
17.3p
|
|
22.6p
|
|
16.3p
|
|
25.4p
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per ordinary share
|
|
11.9p
|
|
10.25p
|
|
10.0p
|
|
10.0p
|
|
|
|
|
|
|
|
|
|
|
|
Book value per ordinary share
2
|
|
11.1p
|
|
13.7p
|
|
37.8p
|
|
26.5p
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxation as a percentage of revenue (%)
|
|
10.5
|
|
12.2
|
|
9.9
|
|
16.9
|
|
|
|
|
|
|
|
|
|
|
|
Return on property, plant and
equipment
3
(%)
|
|
55.2
|
|
80.4
|
|
64.2
|
|
85.7
|
|
|
|
|
|
|
|
|
|
|
|
Return on equity
4
(%)
|
|
146.7
|
|
89.5
|
|
103.4
|
|
108.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK corporation tax rate (%)
|
|
30
|
|
30
|
|
30
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
Infrastructure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares in issue (millions)
|
|
1,401
|
|
1,422
|
|
1,441
|
|
1,436
|
|
|
|
|
|
|
|
|
|
|
|
Employees
|
|
17,900
|
|
16,900
|
|
15,300
|
|
14,465
|
|
|
|
|
|
|
|
|
|
|
|
User accesses
|
|
332,000
|
|
342,000
|
|
346,000
|
|
328,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
1
|
2004 and 2005 excludes revenue
for Instinet Group, which was classified as a discontinued operation
and subsequently sold in 2005.
|
|
|
Ratios:
|
|
|
2
|
Book value per ordinary share represents total parent
shareholders equity divided by the number of shares in issue after
deducting shares held by Employee Share Ownership Trusts and repurchased
shares.
|
|
3
|
Return on property, plant and equipment represents profit after tax from continuing operations as a percentage of average property, plant and equipment. The average is calculated by adding
property, plant and equipment at the start and the end of each year and dividing by two.
|
|
4
|
Return on equity represents profit attributable
to equity holders of the parent divided by the average total parent shareholders equity. The average is calculated by adding total
parent shareholders equity at the start and the end of each year and dividing
by two.
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Consolidated financial
summary
/
107
|
|
continued
|
Nine year consolidated financial
summary (UK GAAP)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK GAAP
|
|
UK GAAP
|
|
UK GAAP
|
|
UK GAAP
|
|
UK GAAP
|
|
UK GAAP
|
|
UK GAAP
|
|
UK GAAP
|
|
UK GAAP
|
|
|
|
2003
|
|
2002
|
|
2001
|
|
2000
|
|
1999
|
|
1998
|
|
1997
|
|
1996
|
|
1995
|
|
For the year ended 31 December
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
3,235
|
|
3,593
|
|
3,885
|
|
3,592
|
|
3,125
|
|
3,032
|
|
2,882
|
|
2,914
|
|
2,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest (payable)/receivable
|
|
(29
|
)
|
(20
|
)
|
(9
|
)
|
3
|
|
(4
|
)
|
2
|
|
80
|
|
61
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax
|
|
56
|
|
(344
|
)
|
158
|
|
657
|
|
632
|
|
580
|
|
626
|
|
652
|
|
558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
22
|
|
23
|
|
107
|
|
136
|
|
196
|
|
196
|
|
236
|
|
210
|
|
185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) attributable to ordinary shareholders
|
|
50
|
|
(255
|
)
|
46
|
|
521
|
|
436
|
|
384
|
|
390
|
|
442
|
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets
|
|
1,192
|
|
1,448
|
|
1,963
|
|
1,868
|
|
1,205
|
|
1,098
|
|
1,046
|
|
1,026
|
|
999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current (liabilities)/assets
|
|
(89
|
)
|
(190
|
)
|
(134
|
)
|
(293
|
)
|
(170
|
)
|
(577
|
)
|
790
|
|
525
|
|
387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term creditors
|
|
(425
|
)
|
(354
|
)
|
(344
|
)
|
(310
|
)
|
(284
|
)
|
(16
|
)
|
(37
|
)
|
(41
|
)
|
(135
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions
|
|
(271
|
)
|
(245
|
)
|
(212
|
)
|
(112
|
)
|
(88
|
)
|
(116
|
)
|
(120
|
)
|
(51
|
)
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
407
|
|
659
|
|
1,273
|
|
1,153
|
|
663
|
|
389
|
|
1,679
|
|
1,459
|
|
1,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible fixed assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
130
|
|
154
|
|
276
|
|
282
|
|
244
|
|
296
|
|
361
|
|
372
|
|
304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
193
|
|
227
|
|
246
|
|
276
|
|
310
|
|
331
|
|
312
|
|
283
|
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development expenditure
|
|
171
|
|
200
|
|
294
|
|
323
|
|
197
|
|
200
|
|
235
|
|
202
|
|
191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) per ordinary share
|
|
3.6p
|
|
(18.3p
|
)
|
3.3p
|
|
37.1p
|
|
30.9p
|
|
26.7p
|
|
24.0p
|
|
27.3p
|
|
23.2p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per ordinary share
|
|
10.0p
|
|
10.0p
|
|
10.0p
|
|
16.0p
|
|
14.65p
|
|
14.4p
|
|
13.0p
|
|
11.75p
|
|
9.8p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per ordinary share
1
|
|
15.2p
|
|
30.7p
|
|
68.2p
|
|
73.7p
|
|
40.5p
|
|
23.3p
|
|
99.9p
|
|
88.3p
|
|
73.7p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit/(loss) before tax as a percentage of revenue (%)
|
|
1.7
|
|
(9.6
|
)
|
4.1
|
|
18.3
|
|
20.2
|
|
19.1
|
|
21.7
|
|
22.4
|
|
20.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on tangible fixed assets
2
(%)
|
|
6.3
|
|
(56.8
|
)
|
7.8
|
|
78.3
|
|
59.1
|
|
48.2
|
|
49.0
|
|
60.0
|
|
55.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on equity
3
(%)
|
|
15.7
|
|
(36.8
|
)
|
4.6
|
|
65.0
|
|
92.2
|
|
78.5
|
|
25.6
|
|
33.7
|
|
34.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UK corporation tax rate (%)
|
|
30
|
|
30
|
|
30
|
|
30
|
|
30
|
|
31
|
|
32
|
|
33
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infrastructure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued (millions)
|
|
1,433
|
|
1,433
|
|
1,431
|
|
1,429
|
|
1,423
|
|
1,422
|
|
1,694
|
|
1,689
|
|
1,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees
|
|
16,744
|
|
17,414
|
|
19,429
|
|
18,082
|
|
16,546
|
|
16,938
|
|
16,119
|
|
15,478
|
|
14,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
User accesses
|
|
338,000
|
|
388,000
|
|
592,000
|
|
558,000
|
|
520,858
|
|
482,380
|
|
429,000
|
|
362,000
|
|
327,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
Information provided prior
to 2004 year end was reported under UK GAAP which may differ materially
from IFRS. The main differences impacting the Groups financial statements
are on account of share-based payments, employee benefits, intangible assets
and financial instruments.
|
|
|
2003 and 2002 have been restated following
adoption of UITF17 and UITF38, and the reclassification of transaction-related
regulatory fees following recently issued SEC guidance.
|
|
|
2003 and 2002 user accesses have been
revised to reflect the exclusion of mobile and other low-cost accesses.
1997 and 1998 have been restated to reflect changes to reporting user
accesses
in 1999.
|
|
|
1999 and 2000 have been restated following
adoption of FRS 19.
|
|
|
1995 and 1996 have been restated to reflect
the effect of FRS 10 issued in 1997 which required purchased goodwill
and intangible assets to be capitalised and amortised through the profit
and loss account.
|
|
Ratios:
|
|
|
1
|
Book value per ordinary share represents
adjusted shareholders equity divided by the number of shares in
issue after deducting shares held by employee share ownership trusts.
In
1995 to 1997,
shares in Reuters Holding
PLC held by Group companies are also deducted from shares in issue. Adjusted
shareholders equity is calculated after deducting the carrying value of
interests in shares of
Reuters Holdings
PLC (1995 to 1997).
|
|
2
|
Return on tangible fixed assets represents
profit after taxation as a percentage of average tangible fixed assets.
The average is calculated by adding tangible fixed assets at the start
and the end of each year and dividing by two.
|
|
3
|
Return on equity represents profit attributable
to ordinary shareholders divided by the average adjusted shareholders equity.
The average is calculated by adding adjusted
shareholders equity at
the start
and the end of each year and dividing by two. In 1998 a weighted average has
been used to reflect the capital reorganisation.
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
108
/
|
Separate
financial statements for
|
|
Reuters
Group
PLC
|
|
for the year ended 31
December 2007
|
|
|
Parent company audit opinion
Independent Auditors report to the Members of Reuters Group PLC
We
have audited the parent company financial statements of Reuters Group PLC for
the year ended 31 December 2007 which comprise the balance sheet and the related
notes. These parent company financial statements have been prepared under the
accounting policies set out therein. We have also audited the information in
the Directors Remuneration Report that is described as having been audited.
We have reported separately on the Group financial statements of Reuters Group PLC for the year ended 31 December 2007.
Respective responsibilities of directors and auditors
The
directors responsibilities for preparing the Annual Report, the Directors Remuneration Report and the parent company financial statements in accordance with applicable law
and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors Responsibilities.
Our responsibility is to audit the parent company financial statements and the part of the Directors Remuneration Report to be audited in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the companys members as a body in accordance with Section 235 of the Companies Act 1985 and for no
other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in
writing.
We report to you our opinion as to whether the parent company financial statements give a true and fair view and whether the parent company financial statements and the part of the
Directors Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors Report is consistent with the parent
company financial statements. The Directors report includes that specific information presented in the Information for Shareholders that is cross referred from the Business review and Operating and financial review section of the
Directors report.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit,
or if information specified by law regarding directors remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited parent company financial statements. The other information comprises only the
Directors report (which comprises Financial highlights, Acquisition of Reuters Group PLC by The Thomson Corporation, the Business review, Overview, information about strategy, markets, people, commitment to ethics and compliance, corporate
responsibility, supply chain, governmental regulation and challenges, Supplementary information, Governance, information about the Board, Directors and senior managers, the unaudited part of the Remuneration report, Corporate governance and the
Operating and financial review) and the Information for shareholders. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the parent company financial statements. Our
responsibilities do not extend to any other information.
Basis of audit opinion
We
conducted our audit in accordance with International Standards on Auditing (UK
and Ireland) issued by the Auditing Practices Board. An audit includes examination,
on a test basis, of evidence relevant to the amounts and disclosures in the parent
company financial statements and the part of the Directors Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgments made by the
directors in the preparation of the parent company financial statements, and of whether the accounting policies are appropriate to the companys
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable
assurance that the parent company financial statements and the part of the Directors Remuneration report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also
evaluated the overall adequacy of the presentation of information in the parent company financial statements and the part of the Directors Remuneration Report to be audited.
Opinion
In our opinion:
•
|
the parent company financial statements give a true and fair view, in
accordance with United Kingdom Generally Accepted
Accounting Practice,
of the state of the companys
affairs as at 31 December 2007;
|
|
|
•
|
the parent company financial statements and the part
of the Directors
Remuneration report to be audited have been
properly prepared in
accordance with the Companies Act 1985; and
|
|
|
•
|
the information given in the Directors report
is consistent with the parent
company financial statements.
|
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London
19 March 2008
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Separate financial statements
for
/
109
|
|
Reuters Group PLC
continued
|
|
for the year ended 31
December 2007
|
|
|
Reuters Group PLC balance
sheet
At 31 December
|
|
|
|
2007
|
|
2006
|
|
|
|
Notes
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
Fixed asset investments
|
|
01
|
|
4,986
|
|
4,966
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
03
|
|
68
|
|
30
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial assets
|
|
02
|
|
2
|
|
2
|
|
|
|
|
|
|
|
|
|
Debtors (including £nil (2006: £5 million) due after more than one year)
|
|
03, 04
|
|
2,137
|
|
1,221
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
|
|
1
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,208
|
|
1,254
|
|
|
|
|
|
|
|
|
|
Creditors:
amounts falling due within one year
|
|
05
|
|
(5,500
|
)
|
(4,677
|
)
|
|
|
|
|
|
|
|
|
Net current liabilities
|
|
|
|
(3,292
|
)
|
(3,423
|
)
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
1,694
|
|
1,543
|
|
|
|
|
|
|
|
|
|
Creditors:
amounts falling due after more than one year
|
|
03, 06
|
|
|
|
(182
|
)
|
|
|
|
|
|
|
|
|
Provisions:
Deferred Tax
|
|
07
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
|
|
1,691
|
|
1,361
|
|
|
|
|
|
|
|
|
|
Capital and reserves:
|
|
08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital
|
|
09
|
|
350
|
|
355
|
|
|
|
|
|
|
|
|
|
Capital redemption reserve
|
|
|
|
23
|
|
13
|
|
|
|
|
|
|
|
|
|
Share premium account
|
|
|
|
189
|
|
141
|
|
|
|
|
|
|
|
|
|
Other reserves
|
|
|
|
475
|
|
445
|
|
|
|
|
|
|
|
|
|
Profit and loss account
|
|
|
|
654
|
|
407
|
|
|
|
|
|
|
|
|
|
Total Shareholders funds
|
|
|
|
1,691
|
|
1,361
|
|
|
|
|
|
|
|
|
|
The accounting policies and notes on pages 110 to 111 form part of these financial statements.
The financial statements on pages 109 to 117 were approved by the Board of Directors on 19 March 2008.
|
|
|
|
|
|
Tom Glocer
CEO
|
|
David Grigson
CFO
|
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
110
/
|
Separate financial statements
for
|
|
Reuters Group
PLC
continued
|
|
for the year
ended 31 December 2007
|
|
|
Reuters Group PLC accounting policies
Basis of accounting
The financial statements are prepared on a going concern basis, under the historical cost convention, unless otherwise stated below, and in accordance with the Companies Act 1985 and
applicable accounting standards (UK GAAP).
As permitted by Section 230(3) of the Companies Act 1985, the companys profit and loss account has not been presented.
The Reuters Group PLC consolidated financial statements
for the year ended
31 December 2007 contain
a consolidated statement of cash flows. Consequently, the company has taken advantage
of the exemption in FRS 1 (Revised 1996) Cash Flow Statements not
to present its own cash flow statement.
The Reuters Group PLC consolidated financial statements
for the year ended
31 December 2007 contain
related party disclosures. Consequently, the company has taken advantage of the
exemption in FRS 8 Related Party Disclosures not to disclose related
party disclosures for the company.
The Reuters Group PLC consolidated financial statements
for the year ended
31 December 2007 contain financial instrument disclosures which comply with FRS 29. Consequently, the company has taken advantage of the exemption in FRS 29 not to present separate
financial instrument disclosures for the company.
Foreign currency translation
Transactions
in foreign currencies are translated into the companys functional currency
using the exchange rate prevailing at the date of the transaction. Foreign exchange
gains and losses resulting from settlement of such transactions, and from the
translation at year end exchange rates of monetary assets and liabilities denominated
in foreign currencies, are recognised in the profit and loss account except when
deferred in
reserves as qualifying cash flow hedges.
Exchange differences on non-monetary items, such as available-for-sale financial assets, are included in the fair value reserve.
Share-based payments
The
company does not incur a charge for share-based payments. However, the issuance
by the company of share options to employees of its subsidiaries represents additional
capital contributions by the company to its subsidiaries. An addition to the
companys investment in subsidiaries is reported with a corresponding increase in shareholders funds.
The additional capital contribution is determined on the basis of the fair value
of options granted at the date of grant and is gradually increased over the vesting
period of the award.
Investments
The company classifies its investments in the following categories:
•
|
fixed asset investments;
|
|
|
•
|
financial assets at fair value through profit and loss;
|
|
|
•
|
loans and receivables;
|
|
|
•
|
available-for-sale financial assets.
|
The classification depends on the purpose for which the assets were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this
designation at every reporting date.
Fixed asset investments
Fixed asset investments are held at cost net of permanent diminution in value as assessed by the directors.
Financial assets at fair value through profit and loss
This category includes financial assets held for trading and those designated at fair value through profit and loss at inception. A financial asset is classified in this category if
acquired principally for the purpose of selling in the short-term or if so designated by management. Derivatives are also classified as held for trading unless they are designated as hedges. Assets in this category are initially recognised at fair
value on the trade date and subsequently remeasured at each reporting date. Transaction costs directly attributable to the acquisition of the asset are recognised immediately in the profit and loss account. Interest or dividend income is recognised
separately from the net gain or loss on the asset. Realised and unrealised gains and losses are included in the profit and loss account in the period in which they arise.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market; they are included in debtors in the balance sheet.
Assets in this category are initially recognised on the trade date at fair value plus transaction costs and subsequently measured at amortised cost, using the effective interest method.
Available-for-sale financial assets
The company has classified all of its marketable securities as available-for-sale. Assets in this category are initially recognised on the trade date at fair value plus transaction costs
and subsequently remeasured at each reporting date. Unrealised gains and losses arising from changes in fair value are recognised directly in reserves.
Impairment and derecognition
The company assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired.
On impairment, the cumulative loss recognised in reserves is removed from reserves and recognised in the profit and loss account. On disposal of the assets, gains or losses recognised in
reserves are removed from reserves and recognised in the profit and loss account.
Cash
Cash includes cash in hand and bank deposits repayable on demand.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred, and are subsequently stated at amortised cost adjusted for fair value movements in respect of related
fair value hedges. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the profit and loss account over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet
date.
Borrowing costs on qualifying assets are expensed as incurred and not capitalised as cost of the asset.
Purchases and sales of financial assets
Purchases and sales of financial assets are recognised on the settlement date, which is the date that the asset is delivered to or by the company.
Derivative financial instruments and hedging
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the
resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The company designates certain derivatives as hedges of the fair value of recognised assets or
liabilities or a firm commitment (fair value hedges).
Fair value hedges
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the profit and loss account, together with any changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk.
Derivatives that do not qualify for hedge accounting
Certain
derivative instruments, while providing effective economic hedges under the companys
policies, are not designated as hedges. Changes in the fair value of any derivative
instruments that do not qualify for hedge accounting are recognised immediately
in the profit and loss account. The company does not hold or issue derivative
financial instruments for speculative purposes.
Fair value estimation
The fair value of financial instruments traded in active markets (such as available-for-sale securities) is based on quoted market prices at the balance sheet date. The fair value of
foreign exchange contracts is determined using forward exchange market rates at the balance sheet date. Other financial instruments are valued using standard pricing models based on quoted forward market rates, interpolated between dates where
appropriate, and discounted cash flow techniques. Guarantees are fair valued using probability of default based on external market data.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Separate financial statements
for
/
111
|
|
Reuters Group
PLC
continued
|
|
for the year ended 31 December 2007
|
|
|
Interest in shares of Reuters Group PLC
Shares
held by the Reuters Employee Share Ownership Trusts that are sponsored by
the company and repurchased shares are recorded in the balance sheet at cost
and reported as a deduction
from shareholders funds.
Irrevocable commitments to repurchase shares during close periods entered into before the balance sheet date are recorded in the balance sheet at estimated cost and reported as a current
liability with a corresponding deduction from shareholders funds.
Dividend distribution
Dividend
distributions are recognised as a liability in the period in which the dividends
are approved by the companys shareholders. Interim dividends are recognised
when they are
paid; final dividends when authorised in general meeting by shareholders.
Taxation
Tax deferred or accelerated by the effect of timing differences is accounted for to the extent that a transaction or an event that has occurred at the balance sheet date gives rise to an
obligation to pay more tax in the future or a right to pay less tax in the future.
However, deferred tax assets are only recognised to the extent that, based on all available evidence, it is more likely than not that suitable taxable profits will arise from which the
reversal of the asset can be deducted.
Deferred taxation is recognised on an undiscounted basis.
Reuters Group PLC notes to the financial statements
01 Fixed asset investments
|
|
2007
|
|
2006
|
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
1 January
|
|
18,921
|
|
18,909
|
|
|
|
|
|
|
|
Capital contributions in respect
of share options
|
|
20
|
|
12
|
|
|
|
|
|
|
|
31 December
|
|
18,941
|
|
18,921
|
|
|
|
|
|
|
|
Amounts written off:
|
|
|
|
|
|
|
|
|
|
|
|
1 January
|
|
(13,955
|
)
|
(13,636
|
)
|
|
|
|
|
|
|
Written off in year
|
|
|
|
(319
|
)
|
|
|
|
|
|
|
31 December
|
|
(13,955
|
)
|
(13,955
|
)
|
|
|
|
|
|
|
Carrying amount
|
|
4,986
|
|
4,966
|
|
|
|
|
|
|
|
The principal subsidiary undertakings at 31 December 2007 are shown below:
|
|
Country of
|
|
Principal area
|
|
Percentage of
|
|
Subsidiary undertakings
|
|
incorporation
|
|
of operation
|
|
equity shares held
|
|
|
|
|
|
|
|
|
|
Reuters Holdings Limited*
|
|
UK
|
|
UK
|
|
97
|
|
|
|
|
|
|
|
|
|
Reuters Investments Limited*
|
|
UK
|
|
UK
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Denotes investment companies.
|
02 Available-for-sale financial assets
|
|
2007
|
|
2006
|
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
1 January
|
|
2
|
|
2
|
|
|
|
|
|
|
|
Fair value adjustments taken directly to reserves
|
|
|
|
|
|
|
|
|
|
|
|
31 December
|
|
2
|
|
2
|
|
|
|
|
|
|
|
Listed available-for-sale financial assets have a market and carrying value of £2 million (2006: £2 million).
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
112
/
|
Separate financial statements
for
|
|
Reuters Group
PLC
continued
|
|
for the year ended 31 December 2007
|
|
|
03 Derivative financial instruments
The accounting policies for financial instruments
have been applied to the line items below:
|
|
|
|
|
Assets at
|
|
|
Liabilities at
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
fair value
|
|
|
fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
|
|
|
through
|
|
|
Derivatives
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Loans and
|
|
|
the profit
|
|
|
the profit
|
|
|
used for
|
|
|
Available
|
|
|
financial
|
|
|
|
|
|
|
Receivables
|
|
|
and loss
|
|
|
and loss
|
|
|
hedging
|
|
|
for sale
|
|
|
liabilities
|
|
|
Total
|
|
2007
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets as per balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
50
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors
|
|
2,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities as per balance
sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amount falling due
within one year
|
|
(5,253
|
)
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
(246
|
)
|
|
(5,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
(3,115
|
)
|
|
50
|
|
|
|
|
|
17
|
|
|
2
|
|
|
(246
|
)
|
|
(3,292
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value (gains)/losses in profit and loss account
|
|
|
|
|
(32
|
)
|
|
|
|
|
(20
|
)
|
|
|
|
|
20
|
|
|
(32
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets as per balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
28
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale financial
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors
|
|
1,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities as per balance
sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amount falling due
within one year
|
|
(4,555
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(122
|
)
|
|
(4,677
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amount falling after
more than one year
|
|
|
|
|
|
|
|
(7
|
)
|
|
(2
|
)
|
|
|
|
|
(173
|
)
|
|
(182
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
(3,333
|
)
|
|
28
|
|
|
(7
|
)
|
|
|
|
|
2
|
|
|
(295
|
)
|
|
(3,605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value (gains)/losses in
profit and loss account
|
|
|
|
|
(19
|
)
|
|
|
|
|
(1
|
)
|
|
|
|
|
18
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables provide an analysis of the cross-currency interest rate swaps designated as derivatives not qualifying for hedge accounting and fair value hedges of foreign exchange
and interest rate risk:
|
|
|
Period
|
|
Gross Contract Amount
|
|
Received
|
Paid
|
Hedged Risk
|
(Years)
|
|
£m
|
|
|
|
|
|
|
|
|
2007 Derivatives not qualifying for hedge accounting:
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro fixed
|
Sterling floating
|
Interest rate
|
2010
|
|
332
|
|
|
|
|
|
|
|
|
Sterling floating
|
US dollar floating
|
Foreign exchange
|
2010
|
|
280
|
|
|
|
|
|
|
|
|
Sterling floating
|
US dollar floating
|
Foreign exchange
|
2008
|
|
102
|
|
|
|
|
|
|
|
|
Sterling floating
|
Euro floating
|
Foreign exchange
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Derivatives not qualifying for hedge accounting:
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro fixed
|
Sterling floating
|
Interest rate
|
2010
|
|
332
|
|
|
|
|
|
|
|
|
Sterling floating
|
US dollar floating
|
Foreign exchange
|
2010
|
|
280
|
|
|
|
|
|
|
|
|
Sterling floating
|
US dollar floating
|
Foreign exchange
|
2008
|
|
102
|
|
|
|
|
|
|
|
|
Sterling floating
|
Swiss franc floating
|
Foreign exchange
|
2010
|
|
34
|
|
|
|
|
|
|
|
|
Sterling floating
|
Euro floating
|
Foreign exchange
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Gross Contract Amount
|
|
Received
|
Paid
|
Hedged Risk
|
(Years)
|
|
£m
|
|
|
|
|
|
|
|
|
2007 Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen fixed
|
Sterling floating
|
Interest rate and foreign exchange
|
2008
|
|
5
|
|
|
|
|
|
|
|
|
Euro fixed
|
Sterling floating
|
Interest rate
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
Euro floating
|
Sterling floating
|
Foreign exchange
|
2008
|
|
169
|
|
|
|
|
|
|
|
|
2006 Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen fixed
|
Sterling floating
|
Interest rate and foreign exchange
|
2008
|
|
5
|
|
|
|
|
|
|
|
|
Euro fixed
|
Sterling floating
|
Interest rate
|
2010
|
|
10
|
|
|
|
|
|
|
|
|
Euro floating
|
Sterling floating
|
Foreign exchange
|
2008
|
|
169
|
|
|
|
|
|
|
|
|
In addition foreign exchange contracts designated as fair value hedges of commercial paper issued in Euros amounted to £23 million (2006: £27 million, 2005: £nil).
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Separate financial statements
for
/
113
|
|
Reuters Group PLC
continued
|
|
for the year ended 31
December 2007
|
|
|
04 Debtors
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
Amounts falling due within one year:
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by Group undertakings
|
|
2,136
|
|
1,215
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
1
|
|
|
|
|
|
|
|
Other debtors
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
2,137
|
|
1,216
|
|
|
|
|
|
|
|
Amounts falling due after more than one year:
|
|
|
|
|
|
|
|
|
|
|
|
Deferred taxation (see note 7)
|
|
|
|
5
|
|
|
|
|
|
|
|
Total debtors
|
|
2,137
|
|
1,221
|
|
|
|
|
|
|
|
Amounts due from Group undertakings are unsecured and repayable on demand. Interest on these amounts is charged at commercial rates.
05 Creditors: amounts falling due within one year
|
|
2007
|
|
2006
|
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
Amounts due to Group undertakings
|
|
5,084
|
|
4,501
|
|
|
|
|
|
|
|
Term notes and commercial paper
|
|
246
|
|
122
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
1
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
1
|
|
|
|
|
|
|
|
Other creditors
|
|
169
|
|
53
|
|
|
|
|
|
|
|
Total creditors: amounts falling due within one year
|
|
5,500
|
|
4,677
|
|
|
|
|
|
|
|
Amounts due to Group undertakings are unsecured and repayable on demand. Interest on these amounts is charged at commercial rates.
06 Creditors: amounts falling due after more than one year
|
|
2007
|
|
2006
|
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term notes
|
|
|
|
173
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
9
|
|
|
|
|
|
|
|
Total creditors: amounts falling due after more than one year
|
|
|
|
182
|
|
|
|
|
|
|
|
07 Deferred tax
|
|
2007
|
|
2006
|
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
1 January
|
|
5
|
|
5
|
|
|
|
|
|
|
|
Profit and loss account
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
31 December
|
|
(3
|
)
|
5
|
|
|
|
|
|
|
|
The balance at 31 December is analysed as follows:
|
|
2007
|
|
2006
|
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
Tax losses carried forward
|
|
|
|
8
|
|
|
|
|
|
|
|
Future tax on the fair value of derivative financial instruments
|
|
(3
|
)
|
(3
|
)
|
|
|
|
|
|
|
Net deferred tax balance
|
|
(3
|
)
|
5
|
|
|
|
|
|
|
|
On 12 March 2007, the UK Government announced that the standard rate of corporation tax will be reduced to 28% for profits arising after 31 March 2008. As a result of this change of rate,
the UK deferred tax assets and liabilities of the Company has been remeasured to reflect the expected realisable value of those assets and liabilities at the reduced rate of tax.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
114
/
|
Separate financial statements
for
|
|
Reuters Group PLC
continued
|
|
for the year ended 31 December
2007
|
|
|
08 Capital and reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Called up
|
|
|
Capital
|
|
|
Share
|
|
|
|
|
|
Profit and
|
|
|
|
|
|
|
share
|
|
|
redemption
|
|
|
premium
|
|
|
Other
|
|
|
loss
|
|
|
|
|
|
|
capital
|
|
|
reserve
|
|
|
account
|
|
|
reserves
|
|
|
account
|
|
|
Total
|
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 January 2007
|
|
355
|
|
|
13
|
|
|
141
|
|
|
445
|
|
|
407
|
|
|
1,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts receivable in respect
of employee share schemes
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares allotted during the
year
|
|
5
|
|
|
|
|
|
48
|
|
|
(6
|
)
|
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares cancelled during the
year
|
|
(10
|
)
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital contributions in respect
of share options
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
684
|
|
|
684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(147
|
)
|
|
(147
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of own shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(121
|
)
|
|
(121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares to be repurchased
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(169
|
)
|
|
(169
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December
2007
|
|
350
|
|
|
23
|
|
|
189
|
|
|
475
|
|
|
654
|
|
|
1,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The companys profit for the financial year was £684 million (2006: £32 million). This profit for the financial year mainly represents dividends received from Reuters
Holdings Limited, interest and revaluation on intercompany borrowings and fair value gains and losses on financial assets at fair value through profit and loss. During 2007, the company paid equity dividends to shareholders of £147 million
(2006: £134 million).
The profit and loss account includes £893 million (2006: £750 million) which represents the cost of 218 million shares in Reuters Group PLC (2006: 187 million) purchased in the
market as part of the £1 billion buyback programme announced in 2005. This programme was suspended in May 2007 on announcement of the Thomson Reuters transaction. A new buyback programme was announced in December 2007, as part of which 5
million shares were repurchased prior to year end at a cost of £31 million. This programme was suspended on 19 February 2008 and resumed on 10 March 2008. In addition, a liability of £169 million has been recorded for 28 million shares
which the Group has an irrevocable commitment to purchase at 31 December 2007.
The profit and loss account also includes £51
million (2006: £56 million) which represents the cost of shares held in
the ESOTs sponsored by the company. At 31 December 2007, these ESOTs held 27
million shares in Reuters Group PLC purchased in the market to satisfy certain
options/awards under the Groups share incentive plans. At 31 December
2007, the market value of these shares was £175 million and 17.6 million
shares were under option to employees. The scheme rules of share plans operated
by Reuters Group PLC or its subsidiary companies contain change of control clauses,
which, under certain circumstances, may allow for the early vesting of the plans
in the event that Reuters is acquired by a third party. Should this happen,
Reuters Group PLC may elect to settle a number of these plans by issue of shares
from its ESOTs.
During 2007, Reuters cancelled 39 million shares,
37 million of which were repurchased as part of the share buyback programmes.
An amount equal to the nominal value of these shares has been transferred from
called up share capital to the capital redemption reserve.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Separate financial statements
for
/
115
|
|
Reuters Group PLC
continued
|
|
for the year ended
31 December 2007
|
|
|
09 Share capital
Movements in share capital during the year ended 31 December were as below:
|
|
Called up
|
|
|
|
|
|
|
|
share
|
|
Share
|
|
Share
|
|
|
|
capital
|
|
premium
|
|
capital
|
|
|
|
£m
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
|
|
1 January 2007
|
|
355
|
|
141
|
|
496
|
|
|
|
|
|
|
|
|
|
Shares allotted during the
year
|
|
5
|
|
48
|
|
53
|
|
|
|
|
|
|
|
|
|
Shares cancelled during the
year
|
|
(10
|
)
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
31 December
2007
|
|
350
|
|
189
|
|
539
|
|
|
|
|
|
|
|
|
|
An analysis of called up share capital is set out below:
|
|
2007
|
|
2006
|
|
|
|
£m
|
|
£m
|
|
|
|
|
|
|
|
Authorised:
|
|
|
|
|
|
|
|
|
|
|
|
One Founders Share of £1
|
|
|
|
|
|
|
|
|
|
|
|
2,100 million ordinary shares
of 25p each
|
|
525
|
|
525
|
|
|
|
|
|
|
|
|
|
525
|
|
525
|
|
|
|
|
|
|
|
Allotted, called up and fully
paid:
|
|
|
|
|
|
|
|
|
|
|
|
One Founders Share of £1
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares of 25p each
|
|
350
|
|
355
|
|
|
|
|
|
|
|
|
|
350
|
|
355
|
|
|
|
|
|
|
|
Number of ordinary shares of
25p each (millions)
|
|
1,401
|
|
1,422
|
|
|
|
|
|
|
|
Shares allotted during the
year in millions
|
|
|
|
|
|
|
|
|
|
|
|
18,557,662 shares in Reuters
Group PLC were issued under employee share schemes at prices ranging
from £nil to 630p per share. Transaction costs
incurred on issue of shares amounted to £nil (2006: £nil)
|
|
19
|
|
29
|
|
|
|
|
|
|
|
Proceeds from the issue of shares for the year ended 31 December 2007 totalled £47 million (2006: £32 million).
During 2007, Reuters cancelled 39 million shares, 37 million of which were repurchased as part of the share buyback programmes.
Called up share capital includes £1 million for shares granted to employees on exercise of share option/awards in respect of which no cash had been received at the balance sheet date
(2006: £1 million).
The rights attaching to the Founders Share
are set out on page 121.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
116
/
|
Separate financial statements
for
|
|
Reuters Group PLC
continued
|
|
for the year ended 31
December 2007
|
|
|
09 Share capital
continued
The following table provides a summary of the shares bought under the buyback programme, from its announcement in July 2005 until May 2007, and then December 2007.
|
|
Total number
|
|
|
|
|
|
|
|
of shares
|
|
|
|
Approximate
|
|
|
|
purchased
|
|
|
|
value of shares
|
|
|
|
as part of
|
|
|
|
that may yet
|
|
|
|
a publicly
|
|
Average price
|
|
be purchased
|
|
|
|
announced
|
|
paid per
|
|
under the
|
|
Month
|
|
programme
|
|
share (£)
|
|
programme (£m)
|
|
|
|
|
|
|
|
|
|
2006
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
10,500,000
|
|
4.32
|
|
731
|
|
|
|
|
|
|
|
|
|
February
|
|
18,450,000
|
|
4.06
|
|
655
|
|
|
|
|
|
|
|
|
|
March
|
|
13,725,000
|
|
3.89
|
|
601
|
|
|
|
|
|
|
|
|
|
April
|
|
6,000,000
|
|
3.98
|
|
577
|
|
|
|
|
|
|
|
|
|
May
|
|
9,435,000
|
|
3.86
|
|
541
|
|
|
|
|
|
|
|
|
|
June
|
|
17,750,000
|
|
3.67
|
|
475
|
|
|
|
|
|
|
|
|
|
July
|
|
6,770,000
|
|
3.75
|
|
450
|
|
|
|
|
|
|
|
|
|
August
|
|
13,000,000
|
|
3.89
|
|
399
|
|
|
|
|
|
|
|
|
|
September
|
|
9,750,000
|
|
4.11
|
|
358
|
|
|
|
|
|
|
|
|
|
October
|
|
8,725,000
|
|
4.43
|
|
319
|
|
|
|
|
|
|
|
|
|
November
|
|
9,500,000
|
|
4.57
|
|
276
|
|
|
|
|
|
|
|
|
|
December
|
|
5,594,000
|
|
4.55
|
|
250
|
|
|
|
|
|
|
|
|
|
2007
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
5,700,000
|
|
4.43
|
|
225
|
|
|
|
|
|
|
|
|
|
February
|
|
6,300,000
|
|
4.32
|
|
197
|
|
|
|
|
|
|
|
|
|
March
|
|
11,850,000
|
|
4.41
|
|
145
|
|
|
|
|
|
|
|
|
|
April
|
|
7,675,000
|
|
4.85
|
|
107
|
|
|
|
|
|
|
|
|
|
The share buyback programme to return £1 billion to shareholders was announced on 26 July 2005 and was due to run for two years to July 2007. Reuters determined to terminate the above
£1 billion buyback programme in May 2007 prior to its expiration. No other programme has expired during the period covered by the table.
The following table provides a summary of the
shares bought under the buyback programme, from its announcement on 13 December
2007 until 31 December 2007.
|
|
Total number
|
|
|
|
|
|
|
|
of shares
|
|
|
|
|
|
|
|
purchased
|
|
|
|
Total
|
|
|
|
as part of
|
|
|
|
cost
|
|
|
|
a publicly
|
|
Average price
|
|
of shares
|
|
|
|
announced
|
|
paid per
|
|
purchased
|
|
Month
|
|
programme
|
|
share (£)
|
|
(£m)
|
|
|
|
|
|
|
|
|
|
2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
5,050,000
|
|
6.14
|
|
31
|
|
|
|
|
|
|
|
|
|
The current share buyback programme was announced on 13 December 2007 with the intention of repurchasing up to 50 million shares. Regulatory approval was granted for the Thomson-Reuters
transaction, subject to certain conditions, on 19 February 2008 at which date the current share buyback programme was suspended. The share buyback programme resumed on 10 March 2008.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Separate financial statements
for
/
117
|
|
Reuters Group PLC
continued
|
|
for the year ended 31
December 2007
|
|
|
10 Post balance sheet events
During the period 1 January 2008 to 14 March 2008, Reuters purchased 31 million shares for total consideration of £188 million, as part of the share buyback programme.
|
|
Total number
|
|
|
|
|
|
|
|
of shares
|
|
|
|
|
|
|
|
purchased
|
|
|
|
|
|
|
|
as part of
|
|
|
|
Cost
|
|
|
|
a publicly
|
|
Average price
|
|
of shares
|
|
|
|
announced
|
|
paid per
|
|
purchased
|
|
Month
|
|
programme
|
|
share (£)
|
|
(£m)
|
|
|
|
|
|
|
|
|
|
January
|
|
20,975,000
|
|
5.99
|
|
127
|
|
|
|
|
|
|
|
|
|
February
|
|
6,965,000
|
|
6.03
|
|
42
|
|
|
|
|
|
|
|
|
|
March
|
|
3,100,000
|
|
6.00
|
|
19
|
|
|
|
|
|
|
|
|
|
Included above are 28 million shares which Reuters has irrevocable commitments to purchase at 31 December 2007. In accordance with Reuters accounting policy the cost of these shares
(£169 million) has been recorded in the balance sheet at 31 December 2007 and reported as a current liability with a corresponding deduction from shareholders equity.
On 19 February 2008, regulatory approval was granted for the Thomson-Reuters transaction, subject to certain conditions, at which date the current share buyback programme was suspended. On
10 March 2008, the resumption of the share buyback programme was announced with the intention of repurchasing up to 17 million shares, representing the balance of the 50 million share buyback programme, between 10 March 2008 and the closing of the
transaction.
11 Auditors remuneration
The audit fee payable to the auditor for the audit of the companys financial statements was £0.1 million (2006: £0.1 million).
12 Employee information
The average number of employees (including executive directors) during the year was as follows:
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Executive directors
|
|
3
|
|
3
|
|
|
|
|
|
|
|
The executive directors are Tom Glocer, David Grigson and Devin Wenig. Details of their emoluments, pension arrangements, long-term incentive plans and share option plans are included in
the Remuneration report on pages 16-24, details of which form part of these financial statements.
There are no other employees of the company.
13 Guarantees and commitments
The Company has guaranteed the indebtedness of a number of its subsidiary companies engaged in trading and financing activities in the normal course of business. These guarantees include
the guarantee of the
500 million eurobond issued by Reuters Finance PLC, and the guarantee of trade
payables incurred by Reuters Limited in respect of its outsourcing arrangement with Fujitsu Services Limited.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
118
/
|
Information for shareholders
|
|
|
Ordinary shares
As of 17 March 2008, there were 1,213,303,412
ordinary shares outstanding, excluding 24,511,550 ordinary shares held in employee
share ownership trusts and 135,860,000 held in treasury.
Major shareholders
The company had received notice under section
198 of the UK Companies Act or under the Transparency Obligations Directive
(Disclosure and Transparency Rules) Instrument 2006 (DTRs) DTR 5, as at 7 March
2008 that the following parties held notifiable interests in its shares or voting
rights:
|
|
Number of
|
|
Percentage of
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
shares held on
|
|
issued share
|
|
shares held on
|
|
shares held on
|
|
shares held on
|
|
|
|
17 March 2008
|
|
capital
|
|
9 March 2007
|
|
7 March 2006
|
|
2 March 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schroders Plc
|
|
62,544,396
|
|
5.05
|
|
99,602,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ValueAct Capital Master Fund
L.P
|
|
48,243,934
|
|
3.90
|
|
83,551,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity International Limited
|
|
|
|
|
|
82,177,979
|
|
150,753,687
|
|
130,364,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMVESCAP plc
|
|
62,194,192
|
|
5.02
|
|
62,194,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock Inc
|
|
48,978,642
|
|
3.95
|
|
48,978,642
|
|
48,978,642
|
|
48,978,642
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal & General Investment
Management
|
|
51,519,332
|
|
4.16
|
|
44,901,479
|
|
55,230,590
|
|
58,006,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barclays PLC
|
|
40,069,073
|
|
3.24
|
|
40,069,073
|
|
|
|
53,902,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Group of Companies,
Inc
|
|
|
|
|
|
39,399,900
|
|
42,135,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Suisse
|
|
136,431,306
|
|
11.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deutsche Bank AG
|
|
64,268,832
|
|
5.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The companys major shareholders do not
have any different voting rights from the other ordinary shareholders. There
have been some changes in the holdings of the companys major shareholders
during the last three years. Most notably Fidelity no longer holds in excess
of 3% of the companys voting capital as was the case during 2005 to early
2007. Barclays PLC, Legal & General Investments and BlackRock Inc. have
held notifiable holdings for the last three years and continue to do so. Following
the implementation of the new DTRs on 20 January 2007, Schroders Plc, ValueAct
Capital Master Fund, L.P. Deutsche Bank AG, Credit Suisse and AMVESCAP plc notified
the company of their voting rights in Reuters shares during 2007.
The
Founders Share
Independence, integrity and freedom from bias
in the gathering and dissemination of news and information are fundamental to
Reuters. Reuters Founders Share Company Limited (the Founders Share Company)
was established to safeguard those qualities and holds a single Founders Share.
This share may be used to outvote all ordinary shares if other safeguards fail
and there is an attempt to effect a change in control of the company. Control,
for this purpose, means 30% of the ordinary shares. The directors of the Founders
Share Company have a duty to ensure, as far as they are able by the proper exercise
of the powers vested in them, that the Reuters Trust Principles are observed
(see page 120). The Founders Share Companys directors are nominated by
a Nomination Committee which includes certain serving directors of the Founders
Share Company, one person nominated by each of four news associations, two people
appointed by the Chairman of Reuters Group PLC and two people appointed after
consultation with the European Court of Human Rights. A director of the Founders
Share Company may not be a director or employee of Reuters Group.
The current trustees of the Founders Share Company are as follows:
|
|
Trustee since
|
|
|
|
|
|
The Honourable Mrs Anson Chan,
GBM, CBE, JP
|
|
2002
|
|
|
|
|
|
Leonard Berkowitz
|
|
1998
|
|
|
|
|
|
Sir Michael Checkland
|
|
1994
|
|
|
|
|
|
Bertrand Collomb
|
|
2004
|
|
|
|
|
|
Jiri Dienstbier
|
|
2005
|
|
|
|
|
|
Uffe Ellemann-Jensen, MP
|
|
2001
|
|
|
|
|
|
John Fairfax, AM
|
|
2005
|
|
|
|
|
|
Pehr Gyllenhammar (Chairman)
|
|
1997
|
|
|
|
|
|
Alejandro Junco de la Vega
|
|
2006
|
|
|
|
|
|
Joseph Lelyveld
|
|
2004
|
|
|
|
|
|
Sir Christopher Mallaby, GCMG,
GCVO
|
|
1998
|
|
|
|
|
|
John McArthur
|
|
2001
|
|
|
|
|
|
Mammen Mathew
|
|
2002
|
|
|
|
|
|
The Right Hon The Baroness
Noakes, DBE
|
|
1998
|
|
|
|
|
|
Sir William Purves, CBE, DSO
|
|
1998
|
|
|
|
|
|
Jaakko Rauramo
|
|
1999
|
|
|
|
|
|
Dr Sachio Semmoto
|
|
2007
|
|
|
|
|
|
Dr Mark Wössner
|
|
2001
|
|
|
|
|
|
Dr Frene Ginwala retired as trustee and director on 18 October 2007.
Founders Share Company directors are appointed for an initial term of five years and must resign at the AGM on or after the fifth anniversary following appointment or re-appointment.
Trustees are eligible for re-appointment for a further term of five years, subject to a maximum term of 15 years. The upper age limit of 75 was removed from the companys Articles of Association on 18 October 2007. Except as described above,
particularly in relation to the proposed acquisition of Reuters by Thomson, to the best of the Groups knowledge, the company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other
natural or legal person, severally or jointly, and currently there are no arrangements that may, at a subsequent date, result in a change in control of the company.
Reuters Group PLC
Annual
Report 2007
|
Back to Contents
|
Information for shareholders
/
119
|
|
continued
|
The Founders Share Company Directors voted in favour of the acquisition of Reuters by Thomson, which agreed to safeguard the Reuters Trust Principles as described on page 120.
Corporate structure
The Group conducts its business through a portfolio
of companies, including wholly and partly-owned subsidiary undertakings, joint
ventures and associates. Information concerning the most significant companies
is contained in note 39 to the consolidated financial Statements, on page 105.
Trading markets
The companys ordinary shares are traded
on the London Stock Exchange. American Depositary Shares (ADSs), each representing
six ordinary shares, are traded on NASDAQ. The ADSs are evidenced by American
Depositary Receipts (ADRs) issued by Deutsche Bank Trust Company Americas, as
depositary under a deposit agreement, dated 18 February 1998 and supplemented
16 December 2005 (the Deposit Agreement), among the company, the Depositary
and ADR holders. The table below sets out, for the periods indicated (i) the
reported high and low sales prices for the ordinary shares based on the Daily
Official List of the London Stock Exchange and (ii) the reported high and low
sales prices of the ADSs on NASDAQ.
|
|
The London
|
|
|
|
|
Stock exchange
|
NASDAQ
|
|
pounds per share
|
US dollars per ADS
|
|
|
|
|
|
High
|
|
Low
|
|
High
|
|
Low
|
|
|
|
|
Annual market prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003
|
|
2.68
|
|
0.96
|
|
27.09
|
|
9.59
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
4.29
|
|
2.41
|
|
49.15
|
|
25.72
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
4.31
|
|
3.52
|
|
49.35
|
|
37.33
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
4.75
|
|
3.49
|
|
54.25
|
|
38.51
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
6.61
|
|
4.21
|
|
83.69
|
|
48.18
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly market prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter
|
|
4.61
|
|
3.80
|
|
48.44
|
|
39.67
|
|
|
|
|
|
|
|
|
|
|
|
Second quarter
|
|
4.10
|
|
3.54
|
|
45.71
|
|
38.67
|
|
|
|
|
|
|
|
|
|
|
|
Third quarter
|
|
4.43
|
|
3.49
|
|
50.06
|
|
38.51
|
|
|
|
|
|
|
|
|
|
|
|
Fourth quarter
|
|
4.75
|
|
4.31
|
|
54.25
|
|
48.20
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly market prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter
|
|
4.68
|
|
4.21
|
|
55.24
|
|
48.18
|
|
|
|
|
|
|
|
|
|
|
|
Second quarter
|
|
6.43
|
|
4.66
|
|
76.68
|
|
55.24
|
|
|
|
|
|
|
|
|
|
|
|
Third quarter
|
|
6.55
|
|
6.00
|
|
79.76
|
|
73.15
|
|
|
|
|
|
|
|
|
|
|
|
Fourth quarter
|
|
6.61
|
|
5.82
|
|
83.69
|
|
72.01
|
|
|
|
|
|
|
|
|
|
|
|
Monthly market prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August
|
|
6.39
|
|
6.00
|
|
78.10
|
|
73.15
|
|
|
|
|
|
|
|
|
|
|
|
September
|
|
6.55
|
|
6.31
|
|
79.76
|
|
77.43
|
|
|
|
|
|
|
|
|
|
|
|
October
|
|
6.61
|
|
6.39
|
|
83.39
|
|
79.23
|
|
|
|
|
|
|
|
|
|
|
|
November
|
|
6.60
|
|
5.82
|
|
83.69
|
|
72.56
|
|
|
|
|
|
|
|
|
|
|
|
December
|
|
6.40
|
|
5.85
|
|
76.81
|
|
72.01
|
|
|
|
|
|
|
|
|
|
|
|
Monthly market prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January
|
|
6.35
|
|
5.65
|
|
75.35
|
|
67.54
|
|
|
|
|
|
|
|
|
|
|
|
February
|
|
6.14
|
|
5.98
|
|
73.25
|
|
69.66
|
|
|
|
|
|
|
|
|
|
|
|
March (to 17 March)
|
|
6.08
|
|
5.73
|
|
75.00
|
|
69.36
|
|
|
|
|
|
|
|
|
|
|
|
Analysis of shareholders
As of 17 March 2008, there were 1,213,303,412
Reuters ordinary shares in issue, including the shares referred to below but
excluding ordinary shares held by employee share ownership trusts and shares
held in treasury. There were 23,442 shareholders on the ordinary share register
analysed in the chart below. As of the same date, 1,093,693 ordinary shares
and 15,145,907 ADSs (representing 90,875,442 ordinary shares) were held on
the record in the US. These ordinary shares and ADSs were held by 1,095 record
holders and 2,287 record holders respectively, and represented 0.090% or evidenced
ADSs respectively, representing 7.47% respectively of the total number of
ordinary shares outstanding. Since certain of these ordinary shares and ADSs
were held by brokers or other nominees, the number of record holders in the
US may not be representative of the number of beneficial holders or of where
the beneficial holders are resident.
Dividends
The table below sets forth the amounts of interim,
final and total dividends (excluding any associated UK tax credit discussed
on page 123) paid in respect of each fiscal year indicated. Pound sterling amounts
per share have been translated into US cents per ADS at the actual rates of
exchange used for each of the respective payments of interim and final dividends.
|
|
Pence per share
|
|
Cents per ADS
|
|
|
|
|
|
|
Interim
|
|
Final
|
|
Total
|
|
Interim
|
|
Final
|
|
Total
|
|
|
|
|
2003
|
|
3.85
|
|
6.15
|
|
10.00
|
|
36.08
|
|
64.88
|
|
100.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
3.85
|
|
6.15
|
|
10.00
|
|
40.94
|
|
70.24
|
|
111.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
3.85
|
|
6.15
|
|
10.00
|
|
41.18
|
|
68.20
|
|
109.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
4.10
|
|
6.90
|
|
11.00
|
|
46.87
|
|
82.39
|
|
129.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
5.00
|
|
7.00*
|
|
12.00
|
|
59.99
|
|
83.07
|
|
143.06
|
|
|
|
|
*
|
Paid as a second interim dividend
|
|
See page 45 for a discussion of the Groups
dividend policy.
|
An interim dividend of 5.00 pence per ordinary
share was paid on 5 September 2007. The directors recommend a second interim
dividend of 7.00 pence per ordinary share, giving a total of 12 pence per ordinary
share for the year (2006: 11 pence). The second interim dividend will be paid
on 1 May 2008 to members on the register holding ordinary shares at the close
of business on 25 March 2008. It will be paid on 8 May 2008 to ADS holders on
the register at the close of business on 25 March 2008 and will be converted
into US dollars from sterling at the rate prevailing on 1 May 2008.
Details of the changes in the authorised and called up share capital are set out in note 27 on page 91.
History and development
The ultimate holding company for the Group, Reuters
Group PLC, was incorporated in England and Wales on 24 December 1996, though
its predecessor was formed in England in 1851. Reuters Group PLCs registered
office and corporate headquarters are located at The Reuters Building, South
Colonnade, Canary Wharf, London E14 5EP, UK.
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Memorandum and Articles of Association
The
following description summarises certain material rights of holders of the companys ordinary shares of 25 pence each and material provisions of the companys
Articles, the Memorandum and Articles of association of the Founders Share Company
and English law. The following description is a summary only and is qualified
in its entirety by reference to the Articles (which have been filed with the
SEC and Companies House)
and the UK Companies Act 1985.
All of the outstanding ordinary shares are fully paid. Accordingly, no further contribution of capital may be required from the holders of such shares by Reuters. In this description, the
term holder refers to the person registered in the register of members as the holder of the relevant share and the term beneficial owner refers to a person other than the holder who has a beneficial interest in the relevant
share. Deutsche Bank, which acts as Depositary under the Deposit Agreement relating to the ADSs, is the holder of the ordinary shares represented by the outstanding ADSs.
General
Reuters Group PLC is incorporated under that name and is registered in England and Wales with registered number 3296375. Its objects are set out in the fourth clause of its Memorandum of
Association and cover a wide range of activities, including the following:
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collecting information and supplying news and information services
and products;
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acquiring and operating wireless installations, satellites and other
means of communication;
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utilising the Groups communications capabilities
to provide various
financial and securities markets services;
and
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carrying on any other business supplemental to the foregoing or
capable
of enhancing the Groups profitability or
capitalising on the
Groups expertise.
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The Memorandum of Association provides a broad range of corporate powers to effect these objectives.
The Reuters Trust Principles and the Founders Share Company
The Articles contain two sets of restrictions relating to the ownership of Reuters shares. These restrictions are intended to ensure continued compliance with the following principles (the
Reuters Trust Principles) set out in the Article F.114:
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that Reuters
shall at no time pass into the hands of any one interest,
group
or faction;
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that the integrity,
independence and freedom from bias of Reuters
shall
at all times be fully preserved;
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that Reuters shall
supply unbiased and reliable news services to
newspapers,
news agencies, broadcasters and other media
subscribers
and to businesses, governments, institutions, individuals
and
others with whom Reuters has or may have contracts;
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that Reuters shall
pay due regard to the many interests which it
serves
in addition to those of the media; and
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that no effort shall
be spared to expand, develop and adapt the
news
and other services and products of Reuters so as to maintain
its
leading position in the international news and information
business.
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The first set of restrictions contained in the Articles applies to persons that become interested in 15% or more of the ordinary shares
outstanding at any time (excluding any shares held by Reuters as treasury shares). The term interested is defined in the Articles by reference to provisions of the UK Companies
Act 1985 which require persons to disclose to public companies interests in voting shares in excess of a prescribed percentage. Subject to certain exceptions, all shares held by a person who reaches the 15% limit will be disenfranchised and the
shares exceeding the 15% limit must be disposed of. This set of restrictions is more fully described below under Rights and restrictions attaching to shares Restrictions on ownership Disenfranchisement and disposals of excess
interests.
Second, the companys share capital includes the Founders Share, which is held by the Founders Share Company, a company limited by guarantee consisting of individuals who constitute
both its members and directors. The Founders Share empowers the Founders Share Company to cast such number of votes as will pass any resolution supported by and defeat any resolution opposed by, the Founders Share Company if it believes that any
person or persons have obtained, or are seeking to obtain, control of the Group. Control for these purposes is defined as the ability to control the exercise of 30% or more of the votes that may be cast on a poll at general meetings. Under the
Articles, the special rights attaching to the Founders Share may not be varied or abrogated in any respect without the prior written consent of the Founders Share Company. The rights attaching to the Founders Share are described in more detail below
under Rights and restrictions attaching to shares Voting rights Rights conferred by the Founders Share.
The restrictions on interests in ordinary shares and the extraordinary voting rights of the Founders Share may be characterised as anti-takeover provisions to the extent they may have the
effect of preventing a bid for control of the Group. Tender offers or other nonmarket acquisitions of shares are usually made at prices above the prevailing market price of a companys shares. Acquisitions of shares by persons attempting to
acquire control through market purchases may support the price of shares at market levels higher than otherwise would be the case. The restrictions and extraordinary voting rights summarised in this section may be expected to reduce the number of
such offers.
Directors
The
companys Articles provide for a board of directors consisting of not fewer
than five nor more than 15 directors. The Articles require that, in performing
their duties, the directors have due regard for the Reuters Trust Principles
insofar as, by the proper exercise of their powers and in accordance with their
other duties as directors, the directors may do so.
The Articles contain provisions that require the board of directors to include at least five non-executive directors before a new executive director can be appointed.
Under the Articles, a director may not vote in respect of any contract, arrangement or proposal in which the director, or any person connected with the director, has any material interest
other than by virtue of the directors interests in securities of, or otherwise in or through, the company. This is subject to certain exceptions relating to proposals (a) giving the director any guarantee, security or indemnity in respect of
obligations incurred at the request of or for the benefit of the Group, (b) giving any guarantee, security or indemnity to a third party in respect of obligations of the Group for which the director has assumed responsibility under an indemnity or
guarantee, (c) relating to an offer of securities of the Group in which the director may be entitled to participate or will be interested as an underwriter, (d) concerning any other company in which the director is beneficially interested in less
than 1% of the issued shares of any class of the company or the voting rights available to its shareholders, (e) relating
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to the adoption, modification or operation of any employee benefits plan which will provide the director with the same benefits as other employees and (f) relating to any liability
insurance that Reuters is empowered to purchase for its directors or employees in respect of actions undertaken as directors or officers of the Group.
The directors are empowered to exercise all the powers of the Group to borrow money, subject to the limitation that the aggregate principal amount outstanding in respect of monies borrowed
by the Group shall not exceed a sum equal to two and a half times the companys share capital and aggregate reserves, calculated in the manner described in the Articles and £5,000 million, unless sanctioned by an ordinary resolution of the
companys shareholders.
At each AGM of Reuters shareholders at least one-third of the directors (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire
from office by rotation. A retiring director shall be eligible for re-election subject to the requirements of the Combined Code. Since the 2005 AGM, the Board has asked all directors to stand for re-election on an annual basis. For additional
information see Statements of directors responsibilities and compliance on page 27.
Directors are not required to hold shares in order to qualify as a director. A director not holding any shares may nevertheless attend and speak at general meetings of the company. For
further information on Reuters personal shareholding policy for executives, refer to the Remuneration report on page 17.
Rights and restrictions attaching to shares
Dividends
Holders of ordinary shares are entitled to participate in the payment of dividends pro rata to their holdings. The Founders Share is not entitled to participate in the payment of dividends
nor will any dividend be paid on any shares held by Reuters in treasury. The Board may propose and pay interim dividends and recommend a final dividend, in respect of any accounting period out of the profits available for distribution under English
law.
A final dividend may be declared by the shareholders in general meeting by ordinary resolution, but no dividend may be declared in excess of the amount recommended by the Board.
The company may allot ordinary shares in lieu of cash dividends, subject to shareholder approval at the time the relevant dividend is declared. In addition, the company may declare and pay
equivalent dividends to shareholders outside the United Kingdom in local currencies and pay such dividends to the Depositary for value on the payment date.
Voting rights
Rights conferred by ordinary shares
Voting at a general meeting of shareholders is by show of hands unless, before
or on making known the result, a poll is demanded in accordance with the Articles. If voting is by show of hands, each holder of ordinary shares who is present in person has one vote. On a poll, every holder of ordinary shares who is present in
person or by proxy has one vote for every ordinary share held. Voting on all resolutions is carried out by way of a poll.
The Company now chooses to put all resolutions at the AGM to a poll vote.
Holders of a substantial number of ordinary shares may be disenfranchised under the circumstances described under Restrictions on ownership below.
Rights conferred by the Founders Share
The Founders Share confers upon the Founders Share Company the right to cast
such number of votes as are necessary to defeat any resolution which would vary or abrogate the rights of the Founders Share. The Articles provide that the alteration of specified articles relating to the Founders Share and the Reuters Trust
Principles are deemed to constitute a variation of the rights of the Founders Share. In addition, any resolution proposing the winding up of the Group voluntarily, by the Court, or any reconstruction of the Group, or any resolution which would
attach to any share voting rights not identical in all respects with those of the ordinary shares, is deemed to be a variation of the rights of the Founders Share.
Additionally, if there are, in the opinion of the Founders Share Company, reasonable grounds for believing that any person and his associates have obtained or are attempting to obtain,
directly or indirectly, control of Reuters, the Founders Share Company is entitled in its absolute discretion to serve Reuters with a written notice (a Founders Share Control Notice) to that effect. Control is defined for these purposes as the
ability to control the exercise of 30% or more of the votes which may be cast on a poll at a general meeting. At all times after the service of a Founders Share Control Notice and pending its rescission, the Founders Share confers upon the Founders
Share Company the right to cast on a poll such number of votes as are necessary to ensure the effective passing of any resolution in favour of which it votes and to ensure the defeat of any resolution against which it votes. The Articles provide
that the opinion of the Founders Share Company in respect of the service or rescission of a Founders Share Control Notice shall be final and binding and may not be challenged on any grounds whatsoever.
The Founders Share Company is entitled at any time to serve Reuters with a written request for an extraordinary general meeting and the directors are obliged to comply with such request. If
they do not comply, the Founders Share Company is entitled to convene an extraordinary general meeting. If a Founders Share Control Notice has been served, however, the Founders Share Company can convene an extraordinary general meeting without
first requesting that the directors do so. Four Founders Share Company directors present at the relevant Founders Share Company directors meeting can bind all the Founders Share Company directors to exercise the voting rights attaching to the
Founders Share so as to defeat a resolution that would be deemed to be a variation of the rights attached to the Founders Share. However, the vote of a majority of the Founders Share Company directors (the chairman of the Founders Share Company
having a casting vote in the event of equality of votes) is required to determine whether a Founders Share Control Notice should be served and, if so, the manner in which the voting rights attaching to the Founders Share shall be exercised
(excluding the vote of any Founders Share Company directors who is associated with or materially financially interested in the person attempting to obtain control of Reuters).
Restrictions on ownership
Ordinary shares
Under
the Articles, a person is interested in shares if, among other things, he is
interested directly, or through his family or one or more companies, or through an interest in association with others pursuant to an agreement or understanding, or through a trust or if he controls the voting rights of others. The definition of
interest in shares in the Articles is made by reference, with specified
variations, to certain provisions of the UK Companies Act 1985.
Disclosure of interests in ordinary shares
The
Articles provide for the disclosure of interests in Reuters ordinary shares by
reference to the UK Companies Act 1985 provisions mentioned above, with specified
variations. Under these provisions as currently in force, if a person acquires
an interest in voting shares of a public company
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amounting to 10% or more of the voting shares of any class, or if he increases or reduces such holding by at least 1% or if he ceases to have such holding, he is obliged to notify the
company within two days of the day on which he acquired 10% or any such change in his interest took place. Further, if his interest is a material interest the 10% referred to above is reduced to 3%.
The Articles provide for disenfranchisement of shares which are the subject of a notice under section 212 of the UK Companies Act 1985 (which allows a company to require disclosure of
certain details concerning ownership of its shares) if the person served with the notice is in default in answering it. The Articles also provide for the imposition of restrictions on transferability of the shares concerned and on the right to
receive dividends if such shares represent at least 0.25% of the class concerned. Such restrictions cannot, however, be imposed until the expiry of 14 days after the date of the section 212 notice. Any such restrictions cease if the shares concerned
are sold pursuant to a takeover offer or to an unconnected third party or through the London Stock Exchange. The restrictions on transferability only apply to certificated shares. Where a holder of uncertificated shares is in default in answering a
section 212 notice, the Articles provide that the Founders Share Company may require the Groups directors to apply to the Court for such order as may be appropriate.
Disenfranchisement and disposals of excess interests
Subject
to certain exceptions described below, certain restrictions apply to persons
that become interested (as defined in the Articles) in 15% or more of the ordinary shares. If any person becomes interested in 15% or more of the outstanding shares (excluding any shares held by Reuters as
treasury shares) (the Relevant Shares), the directors are required
to serve a Restriction Notice on that person, on any other person known to the
directors to have an interest in the Relevant Shares and, if different, on the
registered holder of the Relevant Shares. While a Restriction Notice in respect
of Relevant Shares is in force, a registered holder of the Relevant Shares is
not entitled to attend or vote, either in person or by proxy, at any general
meeting or at any meeting
of the holders of any class of Reuters shares. In addition, a Restriction Notice
will require such person to dispose of any Relevant Shares exceeding the 15%
limit and supply evidence to the company that such disposal has occurred within
21 days or such longer period as the directors consider reasonable. If such disposition
is not made within the specified period, the directors must as far as they are
able, dispose of any shares exceeding the 15% limit. Under the Articles, any
belief,
resolution, decision or action of the directors held, made or taken pursuant
to any of the provisions concerning restrictions on ownership shall be conclusive,
final and binding on all persons concerned and may not be challenged on any grounds
whatsoever.
The restrictions are subject to certain modifications where a person becomes interested in 15% or more of the issued shares of any class by reason of a rights issue or an underwriting in
the ordinary course of its business.
The Founders Share
Ownership of the Founders Share is restricted to the Founders Share Company. Under its
Memorandum of Association, the Founders Share Company is not permitted, directly or indirectly, to dispose of the Founders Share or of any interest therein, or to grant any rights in respect of the Founders Share or any interest therein.
Treasury Shares
Reuters
may acquire and thereafter hold up to 10% of its issued listed share capital
in treasury. Any such acquisition must be financed from the distributable profits
of Reuters. Subject to certain limited exceptions, the rights attaching to shares
while held in treasury will be suspended. Treasury shares may only be subsequently
disposed of by
Reuters by way of cash sale, transfer for the purposes of or pursuant to an employees share
scheme or cancellation.
Shares held by Employee Ownership Share Trusts
Reuters
has established employee ownership share trusts, the trustee of which is Computershare
Trustees (C.I.) Limited (the Trustees). There is no formal agreement between Reuters and the Trustees but the Trust Deed allows the Trustees to waive voting and allows Reuters to request the Trustees to consider
the companys views in writing. In practice, the Trustees abstain from voting.
Pre-emptive rights, new issues of shares, sale of treasury shares and repurchase of shares
Holders of ordinary shares have no pre-emptive rights under the Articles. However, the ability of the directors to cause the company to issue shares, securities convertible into shares or
rights to shares, or to sell treasury shares, otherwise than pursuant to an employee share scheme, is restricted.
Under the Companies Act 1985, the directors are, with certain exceptions, unable to allot any equity securities without express authorisation, which may be contained in the Articles or
given by its shareholders in general meeting, but which in either event cannot last for more than five years. The UK Companies Act 1985 imposes further restrictions on the issue of equity securities for cash or sale of treasury shares for cash other
than by offering them first to existing shareholders unless the statutory requirement is displaced or modified by the shareholders in general meeting or under the companys Articles.
During 2007 Reuters continued to operate the £1 billion share buy-back programme it announced on 26 July 2005 up until shortly before the acquisition of Reuters by Thomson was
announced and then again between 13 and 31 December 2007. During 2007, 36,575,000 shares with a nominal value of £9,143,750 (representing 2.6% of called-up share capital) were repurchased at a cost of £174 million.
Rights in a winding up
If
Reuters Group PLC is wound up, the liquidator may, with the authority of an extraordinary
resolution, divide among the holders of ordinary shares and the Founders Share,
pro rata to their holdings, Reuters assets (after satisfaction of liabilities
to creditors), provided, however, that the Founders Share Company may receive
up to £1 and no more.
Variation of rights and alteration of share capital
If,
at any time, the companys share capital is divided into different classes
of shares, the rights attached to any class may be varied, subject to the provisions
of the UK Companies Act 1985, with the consent in writing of holders of three-quarters
in value of the shares of that class or upon the adoption of an extraordinary
resolution passed at a separate meeting of the holders of the shares of the class.
At every such
separate meeting, all of the provisions of the Articles relating to proceedings
at a general meeting apply, except that the quorum is to be the number of persons
(which must be two or more) who hold or represent by proxy not less than one-third
in
nominal value of the issued shares of the class.
The company can increase its share capital by ordinary resolution in conformity with the provisions of the UK Companies Act 1985. However, new shares cannot have voting rights, which are
not identical to those of ordinary shares without the prior written consent of the Founders Share Company. Furthermore, the company may issue shares with preferred and other special rights or restrictions, provided that the prior written consent of
the Founders Share Company has been sought for issuing any shares with rights not identical to those of ordinary shares. The company can consolidate, divide and cancel any of its shares (other than the Founders Share) by extraordinary resolution and
can reduce its share capital (other than the Founders Share).
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AGMs and extraordinary general meetings (EGMs)
AGMs
must be convened upon advance written notice of 21 days. An extraordinary general
meeting must be convened upon advance written notice of 21 days for the passing
of a special resolution and 14 days for any other resolution, depending on the
nature of the business to be transacted. The notice must specify the nature of
the business to be transacted if it is other than routine business or if an extraordinary
or a special
resolution is proposed. The notice may also specify a time, not more than 48
hours prior to the time fixed for the meeting, by which a person must be entered
on the companys register in order to have the right to attend and vote at the
meeting. If voting by proxy, shareholders are required to lodge their completed form of proxy with the Company not less than 48 hours before the time appointed for the holding of the shareholders meeting or adjourned shareholders meeting.
Changes to the Articles of Association
In accordance with UK company law and the Articles, shareholder approval must be sought prior to any changes to the Articles and if any F Articles (those affecting or pertaining to the
Founders Share Company or Founders Share) are to be changed, the Founders Share Company must also approve.
Limitations on voting and shareholding
There
are no limitations imposed by English law or the companys Articles on the
right of non-residents or foreign persons to hold or vote ordinary shares or
ADSs, other than the limitations that would generally apply to all of Reuters
shareholders.
Exchange control
Under English law and the Articles, persons who are neither residents nor nationals of the UK may freely hold, vote and transfer their ordinary shares in the same manner as UK residents or
nationals. There are currently no UK foreign exchange control restrictions on remittances of dividends to non-resident holders of ordinary shares or on the conduct of Reuters operations.
Exchange rates
The
following table sets out, for the periods indicated, the average or the high
and low Noon Buying Rates for pounds sterling in US dollars per £1.
Fiscal year ended
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31 December
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Average*
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Month
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High
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Low
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August 2007
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2.04
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1.98
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2003
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1.64
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September 2007
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2.04
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1.99
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2004
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1.84
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October 2007
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2.08
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2.03
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2005
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1.83
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November 2007
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2.11
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2.05
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2006
|
1.86
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December 2007
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2.07
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1.98
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2007
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2.01
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January 2008
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1.99
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1.95
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2008 (to 17 March)
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1.99
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February 2008
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1.99
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1.94
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*
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The average exchange rates have been calculated using the Noon Buying Rates on the last trading day of each calendar month during the period.
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On 17 March 2008 the Noon Buying Rate was $2.00 per £1.
Fluctuations in the exchange rate between the pound sterling and the US dollar will affect the US dollar amounts received by holders of the ADSs upon conversion by the Depositary of cash
dividends paid in pounds sterling on the ordinary shares represented by the ADSs. Also, fluctuations in the exchange rate may affect the relative market prices of the ADSs in the US and the ordinary shares in the UK. For the effect on the
Groups results of operations of fluctuations in the exchange
rates between the pound sterling and the other major currencies (including the US dollar) in which revenues are received and expenses are incurred, see the OFR on page 31.
Taxation information for US shareholders
The
following discussion of taxation is intended only as a descriptive summary and
does not purport to be a complete technical analysis or listing of all potential
tax effects relevant to a
decision to acquire the companys ordinary shares or ADSs. This is a summary
of the material US federal income tax and UK tax consequences of the ownership
of ordinary shares or ADSs by a US holder who holds the ordinary shares or ADSs
as capital assets. The summary does not take into account the specific circumstances
of any particular investors, some of which may be subject to special rules, such
as dealers in securities, US holders who hold directly or indirectly 10% or more
of
the voting stock or US holders who elected to apply the provisions of the former
income tax convention between the United States and the United Kingdom. In addition,
the summary is based in part upon the representations of the Depositary and the
assumption that each obligation in the Deposit Agreement and any related agreement
will be performed in accordance with its terms. The summaries of US and UK tax
laws are based on the Internal Revenue Code of 1986, as amended, its legislative
history, existing and proposed regulations, published rulings and court decisions,
current tax laws, current UK Revenue and Customs published practice and the terms
of the UK/US double tax treaty which came into effect on 31 March 2003 (the Treaty),
as appropriate, all of which are subject to change at any time, possibly with
retrospective effect.
For the purposes of this discussion, a US holder is any beneficial owner of ordinary shares or ADSs that is (i) a citizen or resident for tax purposes of the US, (ii) a
corporation organised under the laws of the US or any US State, (iii) an estate the income of which is subject to US federal income tax without regard to its source, or (iv) a trust if a court within the US is able to exercise primary supervision
over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust.
Taxation of dividends
UK taxation
Under
current UK taxation legislation, no withholding tax will be deducted from dividends
paid by the company. A shareholder that is a company resident for UK tax purposes
in the UK will not generally be taxable on any dividend it receives from the
company. A shareholder who is an individual resident for tax purposes in the
UK is entitled to a tax credit on cash dividends paid by the company on ordinary
shares or ADSs equal to
one-ninth of the cash dividend or 10% of the dividend plus the tax credit. Such
shareholders will be taxable on the total of the dividend and the related tax
credit, which will be regarded as the top slice of the shareholders income. The tax
credit may be set off against a UK resident individual shareholders total
income tax liability, but no cash refund will be available. A US holder (as defined
above) will not be entitled to any tax credit from the UK Revenue and Customs
in respect of a dividend from the company although there will be no further UK
tax to pay in respect of that dividend.
US federal income taxation
The gross amount of any dividend paid by the company to a US holder will generally be subject to US federal income taxation. Such a dividend will not be eligible for the dividends-received
deduction generally allowed to US corporations with respect to dividends from other US corporations. The amount of the dividend to be included in income will be the US dollar value of the pound sterling payments made, determined at the spot pound
sterling/US dollar rate on the
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date of the dividend distribution, regardless of whether the payment is in fact converted into US dollars.
Qualified dividend income
An
individual US holders qualified dividend income is subject
to tax at a reduced rate of 15% provided that the shares or ADSs are held for
at least 61 days of the 121 day period beginning on the date which is 60 days
before the ex-dividend date and the holder meets other holding period requirements.
Dividends will not however qualify for the reduced rate if the dividend-paying
corporation is treated for the tax year in which dividends are paid (or for the
prior year), as a passive foreign investment company (a PFIC) for
US federal income tax purposes. The company does not believe it is a PFIC or
was a PFIC for 2007. Accordingly, the company considers that dividends paid with
respect to the shares or ADSs will be qualified dividend income and,
subject to the US holders satisfaction of the holding period requirements
described above, should be eligible for the reduced 15% US federal income tax
rate. The company dividends generally will be foreign source passive income for
US foreign tax credit purposes.
Taxation of capital gains
UK taxation
Upon a sale or other disposal by
a holder of ordinary shares or ADSs, a gain or loss may be recognised for UK
capital gains tax purposes equal broadly to the difference between the sterling
value of the disposal proceeds and the holders tax basis in the relevant
ordinary shares or ADSs (and subject to the availability of any applicable exemptions).
Under the Treaty, capital gains on disposals of ordinary shares or ADSs will
generally be subject to tax only in the jurisdiction of residence of the relevant
holder as determined for the purposes of the Treaty, unless the ordinary shares
or ADSs are held as part of the business property of a permanent establishment
of that holder in the UK in which case such capital gains may be subject to tax
in both jurisdictions. The Treaty also contains an anti-avoidance rule which
will be relevant to individuals who are residents of either the UK or the US
and who have been resident of the other jurisdiction (the US or the UK, as the
case may be) at any time during the six years immediately preceding the relevant
disposal of shares or ADSs. The Treaty provides that, in such circumstances,
capital gains arising from the disposal may be subject to tax not only in the
jurisdiction of which the holder is resident at the time of the disposal, but
also in that other jurisdiction.
US Taxation
Upon a sale, exchange or other disposition
of ordinary shares or ADSs, a US holder will (unless a nonrecognition rule applies)
generally recognise gain or loss in an amount equal to the difference between
the U.S. dollar value of the amount
realised and the US holders tax basis in the shares. Subject to the application
of the PFIC rules discussed below, such gain or loss generally will be capital
gain or loss and will be
long-term capital gain or loss if the US holders holding period (determined
with the application of certain at-risk rules) of the ordinary shares or ADSs
exceeds one year at the time of the disposition. Non-corporate US holders currently
are subject to a maximum tax rate of 15% on long-term capital gain for taxable
years beginning on or before December 31, 2010. The deductibility of capital
losses is subject to limitations.
Additional tax considerations
UK stamp duty
and stamp duty reserve tax
No UK stamp duty or stamp duty reserve
tax (SDRT) will be payable on the transfer of an ADS, or agreement to transfer
an ADS, provided that the instrument of transfer, or written agreement, is executed
and retained outside the UK and does not relate to any matter or thing done,
or to be done, in the UK. UK stamp duty will generally be
payable on conveyances or transfers of ordinary shares, at the rate of 0.5% of
the amount or value of the consideration, if any, for the transfer (rounded up
to the next multiple of £5). SDRT will be imposed, at the rate of 0.5% of
the amount or value of the consideration for the transfer if an agreement is
made for the transfer of ordinary shares, unless an instrument of transfer of
the ordinary shares in favour of the purchaser, or its nominee, is executed and
duly stamped within six years of the day that the agreement is made (or, in a
case where the agreement is conditional, the day that the condition is satisfied)
in which case, any SDRT paid will be repaid (together with interest where the
SDRT is not less than £25) on a claim for repayment or, to the extent not
paid, the charge to SDRT will be cancelled. SDRT is in general payable by the
purchaser of ordinary shares, but there are regulations which provide for collection
from other persons in certain circumstances, including from CREST where the relevant
ordinary shares are held in CREST. UK stamp duty or SDRT will generally be imposed
on any instrument transferring ordinary shares to a person, or to a nominee or
agent for such a person, whose business is or includes issuing depositary receipts
(such as the ADSs) for relevant securities. In these circumstances, stamp duty
or SDRT will be charged at the rate of approximately 1.5% of the amount or value
of the consideration for the conveyance or transfer on sale or, otherwise, 1.5%
of the value of the security transferred at the date the instrument is executed.
A transfer into CREST will not be subject to this charge. A transfer of ordinary
shares from a depositary, or its agent or nominee, to a transferee, which results
in the cancellation of the ADS, which cancellation is liable to stamp duty as
a conveyance or transfer on sale because it completes a sale of such
ordinary shares, will be liable to ad valorem stamp duty, at the rate of 0.5%
of the amount or value of the consideration, if any, for the transfer. A transfer
of ordinary shares from a depositary, or its agent or nominee, to the ADS holder,
which results in cancellation of the ADS but where there is no transfer of beneficial
ownership, is not liable to
duty as a conveyance or transfer on sale, but will be liable to a
fixed stamp duty of £5.
US PFIC status
If a foreign company is a PFIC, based
on either an income test or an asset test then certain distributions and gains
can be allocated rateably over a US shareholders holding period, with the
effect that the amount allocated to the current taxable year and any taxable
year before the company became a PFIC would be taxable as ordinary income in
the current year and the amount allocated to other taxable years would be taxed
at the highest rate in effect for that year on ordinary income. The tax is also
subject to an interest charge to recover the deemed benefit from the deferred
payment of the tax attributable to each such year. As referred to under the heading Taxation
of dividends Qualified dividend income, the company reasonably believes
that it was not a PFIC in 2007 and does not anticipate becoming a PFIC. However,
the tests for determining PFIC status are applied annually and it is difficult
to make accurate predictions of future income and assets, which are relevant
to this determination. Accordingly, we cannot assure US holders that the IRS
would agree with our belief, nor can the company assure US holders that it will
not become a PFIC. US holders are urged to consult their own tax advisors about
the PFIC rules, including the consequences to them of making a mark-to-market
election with respect to our ordinary shares and ADSs in the event that we qualify
as a PFIC.
US information reporting and backup withholding
A US holder is generally subject
to information reporting requirements with respect to dividends paid in the US
on ordinary shares or ADSs and disposal proceeds realised from the sale, exchange,
redemption or other disposal of ordinary shares or ADSs. In addition, a US holder
is subject to backup withholding (currently at a rate of 28%) on
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dividends paid in the US on ordinary shares or ADSs and disposal proceeds realised from the sale, exchange, redemption or other disposal of ordinary shares or ADSs unless the US holder is a
corporation, provides an IRS Form W-9 or otherwise establishes a basis for exemption. Backup withholding is not an additional tax. The amount of any backup withholding will be allowed as a credit against a US holders US federal income tax
liability and may be refunded, provided that certain information is timely furnished to the IRS.
Material contracts and
transactions
Acquisition
by Thomson and creation of Dual-Listed Company
On
15 May 2007, Reuters and Thomson entered into a definitive agreement (the Implementation Agreement) under which Reuters agreed to be acquired by Thomson by implementing a
dual listed company (DLC) structure. Under the DLC structure, Thomson Reuters will have two parent companies, both of which will be publicly listed: Thomson Reuters PLC, a new English company in which existing Reuters Shareholders will
receive shares as part of their consideration in the Transaction (together with £3.525
in cash per Reuters ordinary share), and The Thomson Corporation, a Canadian
company which will be renamed Thomson Reuters Corporation. Those companies will
operate as a unified group pursuant to contractual arrangements as well as provisions
in their organisational documents. Under the DLC structure, shareholders of Thomson
Reuters Corporation and Thomson Reuters PLC will both have a stake in Thomson
Reuters, with cash dividend, capital distribution and voting rights that are
comparable to the rights they would have if they were holding shares in one company
carrying on the Thomson Reuters business. The transaction is expected to complete
on 17
April 2008, subject to shareholder consent, court approvals and other customary
closing conditions.
FXMarketSpace
On
4 May 2006, Reuters and the CME entered into an agreement to form FXMarketSpace,
a 50/50 joint venture to create a centrally-cleared, global foreign exchange
trading system. The joint venture was formed on 20 July 2006. Under the joint
venture agreement and related documentation, Reuters and the CME have committed
to invest up to $45 million each. Reuters and the CME each have an equal
number of representatives on the board of directors, and board actions generally
require approval of at least one representative of each party.
The parties agreed to share all profits derived from the joint venture, including those profits derived through the provision of services by the parties to the joint venture, in proportion
to their ownership interest. This is achieved by the joint venture paying a preferential dividend to the shareholder with the lesser profits (subject to accrual in years during which the joint venture does not have sufficient profits, and to the
other shareholder making direct payment of its portion of any accrued amount where either party is exiting from the joint venture in certain circumstances).
The joint venture agreement contains limited transfer, put/call, and termination provisions, including: termination rights if certain volume and financial thresholds are not met in the
fifth year after public launch of trading, subject to a call right of the non-terminating partner; put/call rights by the non-defaulting party in the event of certain key defaults; and transfer rights, including the right to transfer an interest in
or require the sale of the entire joint venture, beginning only after ten years following public launch of trading, and subject to a right of first refusal by the other partner.
Subject to certain exceptions, the CME and Reuters each agreed not to operate, have any significant interest in, or provide certain key
services to, a competing, cleared platform for electronic trading of FX products (other than futures and futures options). If the venture requires funding beyond the committed amounts and
only one partner is willing to provide such funding, the other party will have a right to terminate these restrictions subject to a call right of the nonterminating party.
Reuters has entered into agreements to provide trading access to and trade notification services for, and distribute market data from, FXMarketSpace, among various other services and
arrangements. For further information, see note 34 on pages 99-100.
BT Network Services Agreement
Reuters
entered into a contract with BT effective 29 April 2005 under which BT became
a supplier of network services to Reuters. Under this network services agreement,
which has since been amended, BT provides and manages secure data networks for
Reuters products and services worldwide and Reuters is currently expected to
spend in the region of $3.5 billion from 2005 through 2015. The agreement
sets out the responsibilities of the parties to achieve the migration of all
existing in-scope connections to the appropriate IP network and contemplates
completion of substantially all existing connections at the end of the second
half of 2009 (although a limited number of countries
will be completed beginning 2011). Liquidated damages will be payable on sliding
scale if a party fails to achieve its migration responsibilities. The agreement
contains minimum spend commitments for each year following completion of the
migration, based on a declining percentage of the annualised charges at the completion
of migration, then the minimum spend commitment, in the previous year, and obliges
BT to meet certain quality of service levels. In addition, the agreement gives
BT the
opportunity to tender for any future telecommunication services needed by Reuters.
Fujitsu Master Services and Asset Transfer Agreements
Reuters
has entered into to a ten-year master services agreement (and associated contracts),
dated 10 August 2007, with Fujitsu Services Limited (FS). The agreement requires
FS to provide on a global basis Information technology services (that were previously
performed by Reuters in-house Information Services & Technology department and its existing suppliers) to all the users within the Reuters organisation world-wide. Reuters
has the right to terminate from 13 Feb 2009 (with penalties resulting). At the end of the contract Reuters can extend the agreement for a further year, subject to agreement of price for such extension. The value of the agreement is approximately
£530 million.
Savvis Network Services Agreements
Reuters is party to a three-year network services agreement, dated 19 May 2005 (and subsequently amended), with Savvis for internet protocol network services, internet access, co-location and other services. The agreement contains no minimum spend
commitments and obliges Savvis to meet certain quality of service levels.
Sale of Factiva
On
18 October 2006, Reuters agreed to sell the majority of its 50% stake in Factiva
to Dow Jones. The sale occurred on 15 December 2006 and Reuters received cash
consideration of $178
million. Reuters retained a minority preference share interest valued at $7 million in a Factiva entity. In connection with the sale, Reuters entered into or continued a number of commercial arrangements with Factiva and Dow Jones, and agreed
not to compete with Factivas core business for a two-year period and to
continue exclusivity arrangements with respect to certain Reuters content provided
to Factiva.
Pension plan deficit funding
On 24 May 2006, Reuters announced that it had agreed a package of measures with the trustees of its two UK final salary pension plans that will substantially fund the pension deficit,
enhance the security of the
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members existing benefits and reduce the risk associated with managing the plans. Under the agreement, in addition to its ordinary pension contributions, Reuters paid a cash sum of
£187 million into the two pension funds in 2006, £4 million to a fund in 2007 and expects to pay a further £38 million in 2008.
Financing arrangements
For
a discussion of other material contracts, see Treasury policies on
pages 39-41.
Capital investments, expenditure and divestments
During
the last three years, Reuters has made a number of acquisitions and invested
in new businesses. The principal acquisitions, investments and disposals (none
of which exceeded £50
million, save where otherwise stated) were:
Acquisitions
2007
In
July 2007, Reuters acquired Feri Fund Market Information Ltd (FERI FMI) and its
fund database subsidiary, FI Datenservice GmbH (FID), from Feri Rating and Research
GmbH, for £12
million.
In June 2007 Reuters acquired ClearForest Limited, a provider of text-driven business intelligence solutions, for $20 million, US$3 million of which is subject to escrow to support
any indemnification claims that may be made.
Total capital expenditure, including transaction fees, for acquisitions of subsidiaries, joint ventures, associates and available-for-sale financial assets during 2007 was £40
million.
2006
Application
Networks Inc., a leading risk management software provider, was acquired in June
2006 for £22 million. The Telerate distribution business of Indian Quotation
Systems
Private Limited was acquired in June 2006.
Telerate Italia SrL, a distributor of Telerates products in Italy, was acquired in July 2006.
In July 2006, Reuters and the Chicago Mercantile Exchange formed a new joint venture, FXMarketSpace Limited, to create a centrally cleared, global foreign exchange trading system. Reuters
invested £8 million in the joint venture during 2006 (an additional £6 million was invested by each partner in early 2007).
In October 2006, Reuters acquired a 26% interest in Times Global Broadcasting Company Limited for £11 million relating to the launch of a new Indian TV News Channel, TIMES NOW, in
association with the Times of India.
In November 2006, Reuters acquired an interest in Pluck Corporation, an early stage social media solutions company, for £4 million.
Total capital expenditure, including transaction fees, for acquisitions of subsidiaries, joint ventures, associates and available-for-sale financial assets during 2006 was £68
million.
2005
Telerate,
a leading financial information provider in the fixed income sector, was acquired
in June 2005 for £79 million in cash plus Reuters investment in Savvis convertible
preference shares (valued at £31 million).
Quick Telerate Corp, a distributor of Telerates products in Japan, was acquired in June 2005.
Image Group Limited (trading as Action Images), a media company in the sports pictures market, was acquired in September 2005.
EcoWin AB, a data provider specialising in global and macroeconomic data, was acquired in November 2005.
Tremont Capital Managements TASS research hedge fund database and the Hedgeworld Group were acquired in March 2005.
In June 2005, Reuters and NASDAQ announced the formation of a new joint venture, Independent Research Network Inc., to provide and distribute equity research to the analyst community.
Reuters invested £1 million in the joint venture during 2005.
Total capital expenditure including transaction fees for acquisitions of subsidiaries, joint ventures, associates and available-for-sale financial assets during 2005 was £145
million.
Divestments
2007
In
June 2007, Reuters S.A. disposed of its holdings in Intralinks, Inc. in connection
with a recapitalization of Intralinks. As a result of the disposal, Reuters received
approximately $48 million, a portion of which is subject to escrow to support
any indemnification claims that may be made.
2006
Reuters
disposed or closed a total of three units during 2006 for cash consideration
of £80 million, net of transaction fees. The principal disposal or closure was Factiva, a provider
of a broad range of archived news and business information in which Reuters 50% stake was sold to joint venture partner Dow Jones for net cash consideration of £79
million.
2005
Reuters
disposed or closed a total of five units during 2005 for cash consideration of £895
million, net of transaction fees. The principal disposals or closures were:
Instinet Group, in which Reuters 62% stake was sold for £612 million in December 2005. Prior to the sale Reuters had sold Bridge Trading Company, a soft dollar execution broker, to
Instinet for approximately 3.8 million shares of Instinet stock, valued at £12 million. Instinet had also disposed of its wholly-owned subsidiary, LJR, in July 2005 for total consideration of £96 million and its 2% interest in Archipelago
Holdings LLC in May 2005.
Radianz, which was sold to BT for total consideration of £115 million in April 2005.
TSI, in which Reuters reduced its stake from 8.8% to below 1% by 31
December 2005 for total consideration of £63 million.
Deutsche Gesellschaft für Ad-Hoc-Publizitat GmbH (DGAP), a media company in which Reuters 33% stake was sold in November 2005.
Property, plant and equipment
The
Groups principal facilities are in the Canary Wharf area of London, with
a 281,000 sq. ft. office that is leased through 2020.
Reuters other significant sites include:
•
|
the US headquarters at 3 Times Square in New York City
(692,000 sq. ft., of which 257,402 sq. ft. are sub-let) (see
below);
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technical centres in:
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°
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London (239,000 sq. ft. owned and 38,000
sq. ft. leased through 2009, with an option to extend indefinitely);
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°
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Hazelwood, Missouri (109,000 sq. ft. leased
through 2024, with options to extend through 2039);
|
|
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°
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Geneva (290,625 sq. ft. owned on property
leased through 2095), which also includes the regional office for EMEA;
|
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°
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Singapore (180,000 sq. ft. owned on property
leased through 2020, with options to extend through 2050), which also
includes the regional office and main data centre for Asia;
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°
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Hauppauge, New York (50,000 sq. ft. owned);
and
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°
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Nutley, New Jersey (40,000 sq. ft. leased
through 2021, with an option to extend through 2036);
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•
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an office facility in Hauppauge (140,000
sq. ft. owned) used by development and internal support groups which
is located next to Reuters Hauppauge data centre;
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•
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four adjacent corporate office buildings
located in St Louis County, Missouri (total 211,000 sq. ft.), one of
which is owned and three of which are leased. Two are leased through
2014, with options to extend through 2034, and one through 2012, with
an option to extend for one additional year;
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office space in Bangkok (178,000 sq. ft.)
under leases expiring for most of the space in 2010;
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space in four office buildings in Bangalore,
India (total: 285,467 sq. ft.) under leases expiring in 2008 and 2012,
with options to extend through, 2012 and 2015; a lease for a further
64,510 sq ft (expiring in 2013 with a five year renewal option) was signed
in February 2008; and
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•
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a development facility in
Zhongguancun Software Park, Haidian District, Beijing, China (100,000
sq. ft.) under a lease through 2011, with options to extend through 2016;
Reuters has also committed to an additional 33,000 sq. ft. in the same
facility.
|
The Reuters Building at 3 Times Square is owned, and was developed, by 3 Times Square Associates LLC, which is a joint venture between Reuters and Rudin Times Square Associates LLC, Reuters
leases 692,000 sq. ft. from the venture, of which 257,402 sq. ft. is subleased to Instinet Group, which in turn has subleased approximately 180,000 sq. ft. to third parties (of which 30,598 sq ft is sub-sub-leased back to Reuters). The principal
part of Reuters lease will expire in 2021 subject to three ten-year extension periods. See 3 Times Square Associates LLC in note 34 on page 100 for further information.
The computer equipment that Reuters uses to create, manage and deliver its products to customers across the world forms the bulk of its tangible fixed assets. This equipment is distributed
across global sites with greater concentration at the major global and regional technical centres. As Reuters extends its use of hosting services and browser delivery for its products, the quantity of equipment located at customer sites is being
reduced.
Legal proceedings
Except
as described above in note 35 on page 100, neither the Group, nor any of its
directors, members of senior management or affiliates, is subject to any legal
or arbitration proceedings which may have, or have had in the recent past, significant
effects on the Groups financial performance or profitability.
Audit and non-audit fees
The
following table provides an analysis of fees payable to the companys auditors
in a format specified by US legislation. Note 3 on page 62 shows the fees payable
in a format
specified by UK legislation.
|
|
2007
|
|
2006
|
|
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£m
|
|
£m
|
|
|
|
|
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Audit fees
|
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4.4
|
|
3.9
|
|
|
|
|
|
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Audit-related fees
|
|
0.2
|
|
0.4
|
|
|
|
|
|
|
|
Tax fees
|
|
0.7
|
|
1.0
|
|
|
|
|
|
|
|
All other fees
|
|
3.5
|
|
0.2
|
|
|
|
|
|
|
|
Total fees
|
|
8.8
|
|
5.5
|
|
|
|
|
|
|
|
Audit-related fees include accounting advice. Tax fees include advisory services relating to tax planning and employee related issues and assistance with corporation and other tax returns.
Other fees include fees relating to the acquisition of Reuters by Thomson.
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Term used in annual report
|
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US equivalent or brief description
|
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Allotted
|
|
Issued
|
|
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Associates
|
|
Affiliates accounted for under the equity method
|
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Business division
|
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Industry segment
|
|
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Called up share capital
|
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Ordinary shares, issued and fully paid
|
|
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Capital allowances
|
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Tax term equivalent to US tax depreciation allowances
|
|
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2006 Combined Code
|
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A set of corporate governance principles and detailed codes of practice for companies
|
|
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incorporated in the UK and listed on the Main Market of The London Stock Exchange
|
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Destination (of revenue)
|
|
The geographical area to which goods or services are supplied
|
|
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Finance income
|
|
Interest income
|
|
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Freehold
|
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Ownership with absolute rights in perpetuity
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Origin (of revenue)
|
|
The geographical area from which goods or services are supplied to a third party or another
|
|
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geographical area
|
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Profit
|
|
Income
|
|
|
|
Profit for the year attributable to the
|
|
Net income
|
equity holders of the parent
|
|
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Share capital
|
|
Ordinary shares, capital stock or common stock issued and fully paid
|
|
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Shares in issue
|
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Shares outstanding
|
|
|
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Share premium
|
|
Additional paid-in capital or paid-in surplus (not distributable)
|
|
|
|
Trade payables
|
|
Accounts payable
|
|
|
|
Trade receivables
|
|
Accounts receivable
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Corporate headquarters
|
American Depositary Shares
|
The Reuters Building
|
Deutsche Bank ADR Service Center
|
South Colonnade
|
c/o Mellon Investor Services
|
Canary Wharf
|
480 Washington Boulevard
|
London E14 5EP
|
Jersey City
|
Tel: +44 (0)20 7250 1122
|
NJ 07310
|
Registered in England
|
USA
|
No: 3296375
|
Tel: +1 866 282 4011
|
Corporate website: about.reuters.com
|
Website: adr.db.com
|
|
|
Investor queries
|
Electronic copies
|
Chris Collett
|
The Annual Report is available on the internet at
|
Tel: +44 (0)20 7542 2867
|
about.reuters.com/investors
|
Fax: +44 (0)20 7542 4661
|
|
Email: chris.collett@reuters.com
|
Listings
|
|
London Stock Exchange (RTR.L) and Nasdaq (RTRSY.O)
|
Media queries
|
|
Victoria Brough
|
Options on ordinary shares are traded on Euronext Liffe. Futures
|
Tel: +44 (0)20 7542 8763
|
contracts on ordinary shares are traded on the Euronext Liffe Universal
|
Fax: +44 (0)20 7542 4668
|
Stock Futures market. The American Stock Exchange in New York lists
|
Email: victoria.brough@reuters.com
|
options on American Depositary Shares of Reuters.
|
|
|
Registrar/Depositary
|
Corporate brokers
|
For dividend queries, duplicate mailings and change of address
|
Citigroup and JPMorgan Cazenove Limited
|
|
|
Ordinary shares
|
Financial PR
|
Equiniti Limited
|
Brunswick Group Limited
|
Aspect House
|
|
Spencer Road
|
Trade marks
|
Lancing
|
Reuters, the sphere logo and Reuters product names referred to in
|
West Sussex BN99 6DA, UK
|
this report are trade marks or registered trade marks of the Group
|
Tel: 0870 600 3970 (for callers within the UK)
|
around the world. Other trade marks of third parties are used in this
|
Tel: +44 121 415 7047 (for callers outside the UK)
|
report for the purpose of identification only.
|
Fax: 0870 600 3981
|
|
Website: shareview.co.uk
|
|
Reuters Group PLC
Annual
Report 2007
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