Thomson Reuters Reports Full-Year and Fourth-Quarter 2012 Results
Thomson Reuters Reports Full-Year and Fourth-Quarter 2012 Results
- Revenues grew 3% for full year and 2% for fourth quarter, before currency
- Adjusted EBITDA margin up 100 basis points for full year and up 240 basis
points for fourth quarter
- Underlying operating profit margin down 130 basis points for full year and
up slightly for fourth quarter
- Full-year adjusted EPS was $2.12, up 8% and fourth-quarter adjusted EPS was
$0.60, up 11%
- Board approved $0.02 annual dividend increase to $1.30 per share
- 2013 Outlook provided
PR Newswire
NEW YORK, Feb. 13, 2013
NEW YORK, Feb. 13, 2013 /PRNewswire/ -- Thomson Reuters (TSX / NYSE: TRI), the
world's leading source of intelligent information for businesses and
professionals, today reported results for the full year and fourth quarter
ended December 31, 2012. The company reported full-year revenues from ongoing
businesses of $12.9 billion, a 3% increase before currency. Adjusted EBITDA
increased 5% from the prior year and the corresponding margin was 27.4% versus
26.4% in 2011. Underlying operating profit decreased 5% and the corresponding
margin was 18.6% versus 19.9% in the prior year.
(Logo: http://photos.prnewswire.com/prnh/20130208/MM57185LOGO )
For the fourth quarter, the company reported revenues from ongoing businesses
of $3.4 billion, a 2% increase before currency. Adjusted EBITDA margin of
28.2% and underlying operating profit margin of 19.6% were both up versus the
fourth quarter of 2011.
Full-year adjusted earnings per share (EPS) were $2.12, up $0.16 from the
prior year while fourth-quarter adjusted EPS was $0.60, up $0.06 from the
prior-year period.
"2012 was a watershed year for us," said James C. Smith, chief executive
officer of Thomson Reuters.
"First and foremost, we achieved our targets for the full year for revenues,
profit and free cash flow. Given the headwinds we faced in 2012, that
performance reaffirmed just how strong this business really is."
"2012 will best be known as the year we turned the tide in our Financial &
Risk business. I said last year that our journey would entail a multi-quarter
turnaround; we are halfway through that process. We laid the groundwork for
future success with solid improvements in product quality, customer service
and execution capabilities."
"We enter 2013 with more confidence and a much stronger foundation."
Consolidated Financial Highlights – Full-Year Results
Twelve Months Ended December 31,
(Millions of U.S. dollars, except EPS and margins)
IFRS Financial Measures 2012 2011 Change
Revenues $13,278 $13,807 -4%
Operating profit (loss)^1 $2,651 ($705) nm^2
Diluted earnings (loss) per $2.49 ($1.67) nm^2
share (EPS)^1
Cash flow from operations $2,704 $2,597 4%
Non-IFRS Financial Change Before
Measures^3 Change
2012 2011 Currency
Revenues from ongoing $12,899 $12,743 1% 3%
businesses
Adjusted EBITDA $3,529 $3,368 5% 6%
Adjusted EBITDA margin 27.4% 26.4% 100bp 90bp
Underlying operating profit $2,405 $2,541 -5% -4%
Underlying operating profit 18.6% 19.9% -130bp -130bp
margin
Adjusted earnings per share $2.12 $1.96 8%
(EPS)
Free cash flow $1,737 $1,602 8%
Free cash flow from ongoing $1,667 $1,387 20%
businesses
o Revenues from ongoing businesses were $12.9 billion, a 3% increase before
currency.
o Adjusted EBITDA increased 5% and the corresponding margin increased to
27.4% versus 26.4% in the prior year driven by higher revenues, the
elimination of integration expenses in 2012 and the continued focus on
cost containment, partially offset by investments in customer service and
customer administration.
o Underlying operating profit decreased 5% and the corresponding margin was
18.6% versus 19.9% in the prior year due to higher depreciation and
amortization expense related to recent acquisitions and new product
launches.
o Adjusted EPS was $2.12 compared to $1.96 in the prior year. The increase
was primarily attributable to the elimination of integration expenses and
a lower tax rate, partially offset by lower underlying operating profit.
Foreign exchange had a $0.04 negative impact on adjusted EPS.
o Free cash flow was $1.7 billion, up 8% compared to the prior year. Free
cash flow from ongoing businesses was $1.7 billion, up 20% from 2011.
Unless otherwise noted, all revenue growth comparisons in this news release
are before the impact of foreign currency as Thomson Reuters believes this
provides the best basis to measure the performance of its business.
^1 In 2011, operating loss and diluted loss per share included a $3.0 billion
non-cash goodwill impairment charge. This charge is excluded from adjusted
earnings, adjusted EBITDA and underlying operating profit.
^2 nm – not meaningful
^3 These and other non-IFRS financial measures are defined and reconciled to
the most directly comparable IFRS measures in the tables appended to this news
release. Additional information is provided in the explanatory footnotes to
the appended tables.
Full-Year Business Segment Highlights
Financial & Risk
o Revenues were up 1% (-1% organic) from the prior year as growth in
Trading's Commodities & Energy and Elektron Managed Services businesses,
Investors Enterprise Content business and Marketplaces Tradeweb and FXall
businesses was offset by weakness in other segments, primarily Trading's
Equities business and Investors Investment Management business.
Governance, Risk & Compliance grew 43% (17% organic).
o EBITDA of $1.8 billion declined 7% and the related margin declined 140
basis points versus the prior year driven by a 1% decline in organic
revenue and continued investments into the business.
o Operating income of $1.2 billion declined 13% and the related margin
declined 220 basis points versus the prior year due to a decline in
organic revenue and a $50 million increase in depreciation and
amortization primarily from new product launches and investments made in
prior periods.
Trading
o Revenues decreased 3% with growth in Commodities & Energy, Data Feeds and
Elektron Managed Services offset by legacy desktop cancellations primarily
in Equities and Fixed Income.
o Recoveries revenues were flat.
Investors
o Revenues declined 1%. A 10% increase in Enterprise Content and a 1%
increase in Wealth Management were offset by a 7% decline in Investment
Management (due to the impact of negative net sales) and a 2% decline in
Corporates.
Marketplaces
o Revenues increased 8% (1% organic) driven by the acquisition of FXall and
a 19% increase (5% organic) in Tradeweb (due to the acquisition of
Rafferty in 2011).
Governance, Risk & Compliance
o Revenues grew 43% (17% organic) to $219 million driven by new sales and
continued strong demand for risk and compliance solutions.
Legal
o Revenues increased 3% (1% organic). US Law Firm Solutions grew 1% driven
by a 12% increase in Business of Law (FindLaw and Elite), offset by a 2%
decline in research-related revenues. Corporate, Government & Academic and
Risk & Compliance revenues increased 3%. Global businesses grew 8% with
solid growth in Latin America.
o US print revenues declined 5% as firms continued to control discretionary
spending. Excluding US print, revenues grew 5% (3% organic).
o EBITDA increased 3% and the corresponding margin was 37.8% compared to
37.6% in the prior year.
o Operating profit increased 2% and the corresponding margin was 29.3%
compared to 29.2% in the prior year.
Tax & Accounting
o Revenues increased 16% (5% organic) driven by acquisitions and strong
growth from the ONESOURCE suite and software sales to accounting firms.
Government (5% of total revenues) declined 29% and was the only business
within Tax & Accounting that saw organic revenues decline as the number of
new government contracts slowed.
o EBITDA increased 13% and the related margin decreased 40 basis points to
31.2%. Excluding Government, EBITDA rose 20% and the related margin
increased more than 100 basis points.
o Operating profit increased 10% and the related margin decreased 100 basis
points to 21.6% due to software amortization from acquisitions. Excluding
Government, operating profit rose 22% and the related margin increased
more than 100 basis points.
Intellectual Property & Science
o Revenues were up 6% (3% organic), driven by strong subscription growth (up
9%), somewhat offset by a decline in transactional revenues (down 4%). IP
Solutions grew 3%, Life Sciences increased 5% and Scientific & Scholarly
Research increased 2%.
o EBITDA increased 2% with the corresponding margin declining 80 basis
points to 33.9% primarily due to the dilutive impact of the MarkMonitor
acquisition and the decline in high-margin transaction revenues.
o Operating profit decreased 1% with the corresponding margin declining 150
basis points to 26.3%. The decline in the margin reflected the same items
that impacted the EBITDA margin as well as an increase in depreciation and
amortization due to products released in the second half of 2011.
Consolidated Financial Highlights – Fourth-Quarter Results
Three Months Ended December 31,
(Millions of U.S. dollars, except EPS and margins)
IFRS Financial Measures 2012 2011 Change
Revenues $3,399 $3,577 -5%
Operating profit (loss)^1 $557 ($2,593) nm^2
Diluted earnings (loss) per $0.45 ($3.11) nm^2
share (EPS)^1
Cash flow from operations $954 $942 1%
Non-IFRS Financial Change Before
Measures^3 Change
2012 2011 Currency
Revenues from ongoing $3,358 $3,308 2% 2%
businesses
Adjusted EBITDA $948 $852 11% 13%
Adjusted EBITDA margin 28.2% 25.8% 240bp 260bp
Underlying operating profit $658 $646 2% 3%
Underlying operating profit 19.6% 19.5% 10bp 20bp
margin
Adjusted earnings per share $0.60 $0.54 11%
(EPS)
Free cash flow $707 $669 6%
Free cash flow from ongoing $698 $602 16%
businesses
o Revenues from ongoing businesses were $3.4 billion, a 2% increase before
currency.
o Adjusted EBITDA increased 11% and the corresponding margin was 28.2%
versus 25.8% in the prior-year period. The margin improvement was driven
by the elimination of integration expenses, lower reorganization costs and
continued cost containment, partially offset by flat organic revenue
growth.
o Underlying operating profit increased 2% and the corresponding margin was
19.6% versus 19.5% in the prior-year period driven by continued cost
containment and lower reorganization costs, offset in part by flat organic
revenue growth and higher depreciation and amortization expense (40 basis
point impact) from investments made in prior periods.
o Adjusted EPS was $0.60, an increase of $0.06 from the prior-year period.
Higher underlying operating profit and the elimination of integration
expenses were partially offset by a higher tax rate. Foreign exchange had
a $0.01 negative impact on adjusted EPS.
^1 In 2011, operating loss and diluted loss per share included a $3.0 billion
non-cash goodwill impairment charge. This charge is excluded from adjusted
earnings, adjusted EBITDA and underlying operating profit.
^2 nm – not meaningful
^3 These and other non-IFRS financial measures are defined and reconciled to
the most directly comparable IFRS measures in the tables appended to this news
release. Additional information is provided in the explanatory footnotes to
the appended tables.
Fourth-Quarter Business Segment Highlights
Financial & Risk
o Revenues were up 1% versus the prior-year period as the benefit from
acquisitions was offset by a 1% decline in organic growth. Growth in
Marketplaces and Governance, Risk & Compliance was offset by a decline in
the Trading business. Investors revenues were unchanged from the
prior-year period.
o Recurring subscription-related revenues decreased 1%. Transactions-related
revenues increased 12% (-1% organic) due to acquisitions. Recoveries
revenues were flat and Outright revenues increased 9%.
o By geography, revenues in Europe, Middle East and Africa (EMEA) were down
3%, revenues in the Americas were up 6%, while revenues in Asia declined
3% primarily related to Japan.
o EBITDA was $483 million, up 5%, with a related margin of 26.7%. EBITDA
margin increased 150 basis points from the prior-year period due to
effective cost control and the $44 million of reorganization charges
incurred in the prior-year period that did not repeat.
o Operating profit was $324 million, up 4%, with a related margin of 17.9%.
Operating profit margin increased 70 basis points related to the same
items that impacted the EBITDA margin, offset by higher depreciation and
amortization primarily from new product launches and investments made in
prior periods.
o Eikon desktops totaled 33,900 at the end of the fourth quarter, up
approximately 33% from the end of the third quarter of 2012.
Trading
o Revenues decreased 3% with growth in Commodities & Energy, Data Feeds and
Elektron Managed Services offset by legacy desktop cancellations primarily
in Equities and Fixed Income.
o Recoveries revenues were down 3%.
Investors
o Revenues were flat versus the prior-year period. Enterprise Content grew
9% and Wealth Management grew 5%. This was offset by a 7% decline in
Investment Management (due to the impact of negative net sales) and a 3%
decline in Corporates. Investment Banking was flat versus the prior-year
period.
Marketplaces
o Revenues increased 11% (flat organic) driven by the acquisitions of FXall
and Rafferty in Tradeweb.
Governance, Risk & Compliance
o Revenues grew 22% (18% organic) to $61 million.
Legal
o Revenues increased 2% (1% organic). US Law Firm Solutions declined 1% with
Business of Law revenues (FindLaw and Elite) growing 6% and
research-related revenues declining 3%. Corporate, Government & Academic
revenues rose 2%. Global businesses grew 10% with continued strong
performance by Latin American operations.
o EBITDA was up 5% from the prior-year period and the associated margin
increased 100 basis points to 38.0%.
o Operating profit was up 5% and the related margin was 29.8% compared to
28.9% in the prior-year period.
o 76% of Westlaw revenue was converted to WestlawNext as of the end of the
fourth quarter.
Tax & Accounting
o Revenues increased 4% (1% organic). Excluding Government, organic revenues
rose 6%.
o EBITDA declined 4% and the corresponding margin decreased 260 basis points
to 37.3%. Excluding Government, EBITDA rose 9% and the related margin was
flat.
o 35% of full-year 2012 EBITDA was generated in the fourth quarter.
o Operating profit decreased 6% and the related margin decreased 300 basis
points to 29.3%. Excluding Government, operating profit rose 10% and the
related margin rose 30 basis points.
o 39% of full-year 2012 operating profit was generated in the fourth
quarter.
o Small movements in the timing of revenues and expenses can impact margins
in any given quarter for the Tax & Accounting business. Full-year margins
are more reflective of the segment's underlying performance.
Intellectual Property & Science
o Revenues were up 12% (3% organic). Life Sciences increased 6% and
Scientific & Scholarly Research revenues increased 7%. IP Solutions
revenues were up 20% related to the MarkMonitor acquisition in the third
quarter of 2012.
o EBITDA increased 5% with the corresponding margin declining 200 basis
points to 33.6% primarily due to the dilutive impact of the MarkMonitor
acquisition.
o Operating profit increased 3% with the corresponding margin declining 200
basis points to 26.4%. The decline in the margin reflected the same items
that impacted the EBITDA margin.
o Small movements in the timing of revenues and expenses can impact margins
in any given quarter for the Intellectual Property & Science business.
Full-year margins are more reflective of the segment's underlying
performance.
Corporate & Other (Including Media)
Media revenues for the full year 2012 were $331 million, up 1% from the prior
year. Corporate & Other costs for the full year 2012 were $270 million,
unchanged from the prior year.
Fourth-quarter Media revenues were $87 million, up 1% from the prior-year
period. Fourth-quarter Corporate & Other costs were $92 million compared to
$84 million in the prior-year period.
Business Outlook (Before Currency)
Thomson Reuters today issued its business outlook for 2013. The company
expects:
o revenues to grow low single-digits;
o adjusted EBITDA margin to range between 26% and 27%;
o underlying operating profit margin to range between 16.5% and 17.5%; and
o free cash flow to range between $1.7 billion and $1.8 billion in 2013.
Our 2013 business outlook is based on expectations including adjustments for
two new accounting pronouncements as well as the reclassification of certain
businesses into disposals. To facilitate comparison with our 2013 outlook,
Appendix A revises our 2012 actual results to a comparable basis.
The information in this section is forward-looking and should be read in
conjunction with the section below entitled "Special Note Regarding
Forward-Looking Statements, Material Assumptions and Material Risks."
Dividend and Share Repurchases
The board of directors approved a $0.02 per share increase in the annual
dividend to $1.30 per share. A quarterly dividend of $0.325 per share is
payable on March 15, 2013 to common shareholders of record as of February 25,
2013. This dividend increase marks the 20th consecutive annual dividend
increase by the company.
In 2012, the company repurchased 5.9 million shares for an aggregate purchase
price of $168 million pursuant to its Normal Course Issuer Bid (NCIB). The
company repurchased 4.3 million shares under the current NCIB program which
was renewed in May 2012 and authorizes the company to purchase up to 15
million shares.
Thomson Reuters
Thomson Reuters is the world's leading source of intelligent information for
businesses and professionals. We combine industry expertise with innovative
technology to deliver critical information to leading decision makers in the
financial and risk, legal, tax and accounting, intellectual property and
science and media markets, powered by the world's most trusted news
organization. With headquarters in New York and major operations in London and
Eagan, Minnesota, Thomson Reuters employs approximately 60,000 people and
operates in over 100 countries. Thomson Reuters shares are listed on the
Toronto and New York Stock Exchanges (symbol: TRI). For more information, go
to www.thomsonreuters.com.
NON-IFRS FINANCIAL MEASURES
Thomson Reuters prepares its financial statements in accordance with
International Financial Reporting Standards (IFRS), as issued by the
International Accounting Standards Board (IASB).
This news release includes certain non-IFRS financial measures. Thomson
Reuters uses these non-IFRS financial measures as supplemental indicators of
its operating performance and financial position. These measures do not have
any standardized meanings prescribed by IFRS and therefore are unlikely to be
comparable to the calculation of similar measures used by other companies, and
should not be viewed as alternatives to measures of financial performance
calculated in accordance with IFRS. Non-IFRS financial measures are defined
and reconciled to the most directly comparable IFRS measures in the appended
tables.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS, MATERIAL ASSUMPTIONS AND
MATERIAL RISKS
Certain statements in this news release, including, but not limited to,
statements in the "Business Outlook (Before Currency)" section and Mr. Smith's
comments, are forward-looking. These forward-looking statements are based on
certain assumptions and reflect our company's current expectations. As a
result, forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results or events to differ materially
from current expectations. There is no assurance that the events described in
any forward-looking statement will materialize. A business outlook is provided
for the purpose of presenting information about current expectations for 2013.
This information may not be appropriate for other purposes. You are cautioned
not to place undue reliance on forward-looking statements which reflect
expectations only as of the date of this news release. Except as may be
required by applicable law, Thomson Reuters disclaims any obligation to update
or revise any forward-looking statements.
The company's 2013 business outlook is based on various external and internal
assumptions. Economic and market assumptions include, but are not limited to,
positive GDP growth in the countries where Thomson Reuters operates led by
rapidly developing economies and a continued increase in the number of
professionals around the world and their demand for high quality information
and services. Internal financial and operational assumptions include, but are
not limited to, continuing operational improvement in the Financial & Risk
business and the successful execution of the company's ongoing product release
programs, globalization strategy, other growth initiatives and efficiency
initiatives.
Some of the material risk factors that could cause actual results or events to
differ materially from those expressed in or implied by forward-looking
statements in this news release include, but are not limited to, changes in
the general economy; actions of competitors; failure to develop new products,
services, applications and functionalities to meet customers' needs, attract
new customers or expand into new geographic markets; increased accessibility
to free or relatively inexpensive information sources; failures or disruptions
of network systems or the Internet; failure to maintain a high renewal rate
for subscription-based services; dependency on third parties for data,
information and other services; changes to law and regulations, including the
impact of the Dodd-Frank legislation and similar financial services laws
around the world; failure to adapt to recent organizational changes; failure
to recruit, motivate and retain high quality management and key employees;
failure to meet the challenges involved in operating globally; failure to
protect the brands and reputation of Thomson Reuters; additional impairment of
goodwill and identifiable intangible assets; inadequate protection of
intellectual property rights; threat of legal actions and claims; risk of
antitrust/competition-related claims or investigations; downgrading of credit
ratings and adverse conditions in the credit markets; fluctuations in foreign
currency exchange and interest rates; the effect of factors outside of the
control of Thomson Reuters on funding obligations in respect of pension and
post-retirement benefit arrangements; actions or potential actions that could
be taken by the company's principal shareholder, The Woodbridge Company
Limited; and failure to derive fully the anticipated benefits from existing or
future acquisitions, joint ventures, investments or dispositions. These and
other factors are discussed in materials that Thomson Reuters from time to
time files with, or furnishes to, the Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission. Thomson Reuters
annual and quarterly reports are also available in the "Investor Relations"
section of www.thomsonreuters.com.
CONTACT
MEDIA INVESTORS
Carla Jones Frank J. Golden
Senior Vice President Senior Vice President, Investor Relations
+1 646 223 5288
+1 646 223 5285 frank.golden@thomsonreuters.com
carla.jones@thomsonreuters.com
Thomson Reuters will webcast a discussion of its full-year and fourth-quarter
2012 results today beginning at 8:30 a.m. Eastern Standard Time (EST). You
can access the webcast by visiting the "Investor Relations" section of
www.thomsonreuters.com. An archive of the webcast will be available following
the presentation.
Thomson Reuters Corporation
Business Segment Information
(millions of U.S. dollars)
(unaudited)
Three Months
Ended
December 31, Change
2012 2011 Total Before Organic
^(1) Currency
Revenues
Trading $830 $869 -4% -3% -3%
Investors 601 606 -1% 0% -1%
Marketplaces ^ 320 290 10% 11% 0%
Governance, Risk & 61 50 22% 22% 18%
Compliance
Financial & Risk 1,812 1,815 0% 1% -1%
Legal 861 843 2% 2% 1%
Tax & Accounting 351 341 3% 4% 1%
Intellectual 250 225 11% 12% 3%
Property & Science
Corporate & Other 87 87 0% 1% 1%
(includes Media)
Eliminations (3) (3)
Revenues from
ongoing businesses ^ 3,358 3,308 2% 2% 0%
(2)
Other businesses ^ 41 269
(3)
Revenues $3,399 $3,577 -5%
Change Margin
Adjusted EBITDA ^(4) Total Before 2012 2011 Change
Currency
Financial & Risk $483 $458 5% 8% 26.7% 25.2% 150bp
Legal 327 312 5% 5% 38.0% 37.0% 100bp
Tax & Accounting 131 136 -4% -4% 37.3% 39.9% -260bp
Intellectual 84 80 5% 5% 33.6% 35.6% -200bp
Property & Science
Corporate & Other (77) (70)
(includes Media)
Integration programs - (64)
expenses
Adjusted EBITDA $948 $852 11% 13% 28.2% 25.8% 240bp
Underlying Operating
Profit ^ ^(5)
Financial & Risk $324 $312 4% 7% 17.9% 17.2% 70bp
Legal 257 244 5% 5% 29.8% 28.9% 90bp
Tax & Accounting 103 110 -6% -6% 29.3% 32.3% -300bp
Intellectual 66 64 3% 3% 26.4% 28.4% -200bp
Property & Science
Corporate & Other (92) (84)
(includes Media)
Underlying operating $658 $646 2% 3% 19.6% 19.5% 10bp
profit
Thomson Reuters Corporation
Business Segment Information
(millions of U.S. dollars)
(unaudited)
Twelve Months
Ended
December 31, Change
2012 2011 Total Before Organic
^(1) Currency
Revenues
Trading $3,345 $3,537 -5% -3% -3%
Investors 2,416 2,472 -2% -1% -2%
Marketplaces ^ 1,213 1,134 7% 8% 1%
Governance, Risk & 219 154 42% 43% 17%
Compliance
Financial & Risk 7,193 7,297 -1% 1% -1%
Legal 3,286 3,221 2% 3% 1%
Tax & Accounting 1,206 1,050 15% 16% 5%
Intellectual 894 852 5% 6% 3%
Property & Science
Corporate & Other 331 336 -1% 1% 1%
(includes Media)
Eliminations (11) (13)
Revenues from
ongoing businesses ^ 12,899 12,743 1% 3% 0%
(2)
Other businesses ^ 379 1,064
(3)
Revenues $13,278 $13,807 -4%
Change Margin
Adjusted EBITDA ^(4) Total Before 2012 2011 Change
Currency
Financial & Risk $1,842 $1,972 -7% -4% 25.6% 27.0% -140bp
Legal 1,243 1,210 3% 3% 37.8% 37.6% 20bp
Tax & Accounting 376 332 13% 14% 31.2% 31.6% -40bp
Intellectual 303 296 2% 2% 33.9% 34.7% -80bp
Property & Science
Corporate & Other (235) (227)
(includes Media)
Integration programs - (215)
expenses
Adjusted EBITDA $3,529 $3,368 5% 6% 27.4% 26.4% 100bp
Underlying Operating
Profit ^ ^(5)
Financial & Risk $1,215 $1,396 -13% -9% 16.9% 19.1% -220bp
Legal 964 941 2% 2% 29.3% 29.2% 10bp
Tax & Accounting 261 237 10% 11% 21.6% 22.6% -100bp
Intellectual 235 237 -1% -1% 26.3% 27.8% -150bp
Property & Science
Corporate & Other (270) (270)
(includes Media)
Underlying operating $2,405 $2,541 -5% -4% 18.6% 19.9% -130bp
profit
Thomson Reuters Corporation
Reconciliation of Operating Profit (Loss) to Adjusted EBITDA ^ (4)
(millions of U.S. dollars)
(unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
2012 ^ 2011 Change 2012 ^ 2011 Change
Operating profit (loss) $557 ($2,593) nm $2,651 ($705) nm
Adjustments to remove:
Goodwill impairment - 3,010 - 3,010
Amortization of
other identifiable 160 166 619 612
intangible assets
Integration - 64 - 215
programs expenses
Fair value 15 (37) 36 (149)
adjustments
Other operating (81) 98 (883) (204)
(gains) losses, net
Operating losses
(profit) from Other 7 (62) (18) (238)
businesses ^ (1), (3)
Underlying operating $658 $646 2% $2,405 $2,541 -5%
profit ^(1)
Adjustments:
Add: integration - (64) - (215)
programs expenses
Remove: depreciation and
amortization of computer
290 270 1,124 1,042
software (excluding
Other businesses ^ (1),
(3))
Adjusted EBITDA ^(1) $948 $852 11% $3,529 $3,368 5%
Underlying operating 19.6% 19.5% 10bp 18.6% 19.9% -130bp
profit margin
Adjusted EBITDA margin 28.2% 25.8% 240bp 27.4% 26.4% 100bp
Thomson Reuters Corporation
Reconciliation of Earnings (Loss) from Continuing Operations to Adjusted
EBITDA ^(4)
(millions of U.S. dollars)
(unaudited)
Three Months Twelve Months Ended
Ended
December 31, December 31,
2012 2011 Change 2012 ^ 2011 Change
Earnings (loss) from $385 ($2,604) nm $2,121 ($1,396) nm
continuing operations
Adjustments to
remove:
Tax expense (benefit) 51 (78) 157 293
Other finance costs 4 (4) (40) 15
(income)
Net interest expense 95 95 390 396
Amortization of other
identifiable 160 166 619 612
intangible assets
Amortization of 184 178 700 659
computer software
Depreciation 106 114 429 438
EBITDA $985 ($2,133) nm $4,376 $1,017 nm
Adjustments to
remove:
Share of post tax
earnings and
impairment in 22 (2) 23 (13)
equity method
investees
Other operating (81) 98 (883) (204)
(gains) losses, net
Goodwill impairment - 3,010 - 3,010
Fair value 15 (37) 36 (149)
adjustments
EBITDA from Other 7 (84) (23) (293)
businesses ^ (1), (3)
Adjusted EBITDA ^(1) $948 $852 11% $3,529 $3,368 5%
nm = not meaningful
Thomson Reuters Corporation
Reconciliation of Underlying Operating Profit ^ (5) to Adjusted EBITDA ^ (4)
by Business Segment
(millions of U.S. dollars)
(unaudited)
Three Months Ended Three Months Ended
December 31, 2012 December 31, 2011 ^(1)
Add:
Depreciation Add:
Underlying and Adjusted Underlying Depreciation Adjusted
and
Operating Amortization EBITDA Operating Amortization EBITDA
Profit Profit of Computer
of Computer Software **
Software^
**
Financial & $324 $159 $483 $312 $146 $458
Risk
Legal 257 70 327 244 68 312
Tax & 103 28 131 110 26 136
Accounting
Intellectual
Property & 66 18 84 64 16 80
Science
Corporate &
Other (92) 15 (77) (84) 14 (70)
(includes
Media)
Integration
programs na na - na na (64)
expenses
$658 $290 $948 $646 $270 $852
Twelve Months Ended Twelve Months Ended
December 31, 2012 December 31, 2011 ^(1)
Add:
Depreciation Add:
Underlying Underlying
and Adjusted Depreciation Adjusted
Operating Operating and
Profit Amortization EBITDA Profit Amortization EBITDA
of Computer
of Computer Software **
Software^
**
Financial & $1,215 $627 $1,842 $1,396 $576 $1,972
Risk
Legal 964 279 1,243 941 269 1,210
Tax & 261 115 376 237 95 332
Accounting
Intellectual
Property & 235 68 303 237 59 296
Science
Corporate &
Other (270) 35 (235) (270) 43 (227)
(includes
Media)
Integration
programs na na - na na (215)
expenses
$2,405 $1,124 $3,529 $2,541 $1,042 $3,368
** excludes Other businesses ^(1), (3)
na = not applicable
Thomson Reuters Corporation
Reconciliation of Earnings (Loss) Attributable to Common Shareholders
to Adjusted Earnings ^(6)
(millions of U.S. dollars, except as otherwise indicated and except for per
share data)
(unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
2012 ^ 2011 2012 ^ 2011
Earnings (loss) attributable to common $372 ($2,572) $2,070 ($1,390)
shareholders
Adjustments to remove:
Goodwill impairment - 3,010 - 3,010
Goodwill impairment attributable to - (40) - (40)
non-controlling interests
Operating loss (profit) from Other 7 (62) (18) (238)
businesses ^ (1), (3)
Fair value adjustments 15 (37) 36 (149)
Other operating (gains) (81) 98 (883) (204)
losses, net
Other finance costs (income) 4 (4) (40) 15
Share of post tax earnings and 22 (2) 23 (13)
impairment in equity method investees
Tax on above items 24 (47) 208 143
Interim period effective tax rate 8 10 - -
normalization ^ (7)
Discrete tax items (30) (72) (254) (105)
Amortization of other identifiable 160 166 619 612
intangible assets
Discontinued operations (3) (2) (2) (4)
Dividends declared on preference (1) (1) (3) (3)
shares
Adjusted earnings ^(1) $497 $445 $1,756 $1,634
Adjusted earnings per share ^(1) $0.60 $0.54 $2.12 $1.96
Diluted weighted average common shares 829.2 829.7 829.6 835.8
(in millions)
Thomson Reuters Corporation
Reconciliation of Net Cash Provided by Operating Activities
to Free Cash Flow from Ongoing Businesses ^ (8)
(millions of U.S. dollars)
(unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
2012 2011 2012 2011
Net cash provided by operating $954 $942 $2,704 $2,597
activities
Capital expenditures, less proceeds (251) (282) (977) (1,041)
from disposals
Other investing activities 5 10 13 49
Dividends paid on preference shares (1) (1) (3) (3)
Free cash flow 707 669 1,737 1,602
Remove: Other businesses ^(1), (3) (9) (67) (70) (215)
Free cash flow from ongoing businesses $698 $602 $1,667 $1,387
^(1)
Footnotes
(1) Prior-period amounts have been reclassified to reflect the current
presentation.
(2) Revenues from ongoing businesses are revenues from reportable segments
and Corporate & Other (which includes the Media business) less eliminations.
Other businesses (see note (3) below) are excluded. To facilitate comparison
of actual results to the 2012 business outlook, ongoing businesses includes
the Financial & Risk segment's Investor Relations, Public Relations and
Multimedia businesses (Corporate Services), which were announced for sale in
December 2012. As our 2013 business outlook is based on expectations excluding
these businesses, we have provided supplemental 2012 financial information in
Appendix A, which excludes the results of these businesses.
(3) Other businesses are businesses that have been or are expected to be
exited through sale or closure that did not qualify for discontinued
operations classification, except for Corporate Services (see note (2) above).
(millions of U.S. dollars) Three Months Ended Twelve Months Ended
December 31, December 31,
Other businesses 2012 2011 2012 2011
Revenues $41 $269 $379 $1,064
Operating (loss) profit ($7) $62 $18 $238
Depreciation and amortization of - 22 5 55
computer software
EBITDA ($7) $84 $23 $293
(4) Thomson Reuters defines adjusted EBITDA as underlying operating profit
excluding the related depreciation and amortization of computer software but
including integration programs expense. Adjusted EBITDA margin is adjusted
EBITDA expressed as a percentage of revenues from ongoing businesses.
(5) Underlying operating profit is operating profit from reportable
segments and Corporate & Other (includes Media). Underlying operating profit
margin is the underlying operating profit expressed as a percentage of
revenues from ongoing businesses.
(6) Adjusted earnings and adjusted earnings per share include dividends
declared on preference shares and integration programs expense, but exclude
the pre-tax impacts of amortization of other identifiable intangible assets as
well as the post-tax impacts of fair value adjustments, other operating
(gains) and losses, certain impairment charges, the results of Other
businesses (see note (3) above), other finance (income) costs, Thomson Reuters
share of post-tax earnings and impairment in equity method investees,
discontinued operations and other items affecting comparability. Adjusted
earnings per share is calculated using diluted weighted average shares and
does not represent actual earnings or loss per share attributable to
shareholders.
(7) Adjustment to reflect income taxes based on estimated full-year
effective tax rate. Reported earnings or loss for interim periods reflect
income taxes based on the estimated effective tax rates of each of the
jurisdictions in which Thomson Reuters operates. The adjustment reallocates
estimated full-year income taxes between interim periods, but has no effect on
full-year income taxes.
(8) Free cash flow is net cash provided by operating activities less
capital expenditures, other investing activities and dividends paid on the
company's preference shares. Other businesses (see note (3) above) are also
removed to arrive at free cash flow from ongoing businesses.
Thomson Reuters Corporation
Consolidated Income Statement
(millions of U.S. dollars, except per share data)
(unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
2012 2011 2012 2011
Revenues $3,399 $3,577 $13,278 $13,807
Operating expenses (2,473) (2,604) (9,762) (9,997)
Depreciation (106) (114) (429) (438)
Amortization of computer (184) (178) (700) (659)
software
Amortization of other
identifiable intangible (160) (166) (619) (612)
assets
Goodwill impairment - (3,010) - (3,010)
Other operating gains 81 (98) 883 204
(losses), net
Operating profit (loss) 557 (2,593) 2,651 (705)
Finance costs, net:
Net interest expense (95) (95) (390) (396)
Other finance (costs) (4) 4 40 (15)
income
Income (loss) before tax and 458 (2,684) 2,301 (1,116)
equity method investees
Share of post tax earnings
and impairment in equity
method (22) 2 (23) 13
investees
Tax (expense) benefit (51) 78 (157) (293)
Earnings (loss) from 385 (2,604) 2,121 (1,396)
continuing operations
Earnings from discontinued 3 2 2 4
operations, net of tax
Net earnings (loss) $388 ($2,602) $2,123 ($1,392)
Earnings (loss) attributable
to:
Common shareholders 372 (2,572) 2,070 (1,390)
Non-controlling interests 16 (30) 53 (2)
Basic earnings (loss) per $0.45 ($3.11) $2.50 ($1.67)
share
Diluted earnings (loss) per $0.45 ($3.11) $2.49 ($1.67)
share
Basic weighted average common 827,175,200 828,185,741 827,640,398 833,459,452
shares
Diluted weighted average 829,180,975 828,185,741 829,603,780 833,459,452
common shares
Thomson Reuters Corporation
Consolidated Statement of Financial Position
(millions of U.S. dollars)
(unaudited)
December 31, December 31,
2012 2011
Assets
Cash and cash equivalents $1,301 $422
Trade and other receivables 1,835 1,984
Other financial assets 72 100
Prepaid expenses and other current assets 641 641
Current assets excluding assets held for sale 3,849 3,147
Assets held for sale 302 767
Current assets 4,151 3,914
Computer hardware and other property, net 1,423 1,509
Computer software, net 1,682 1,640
Other identifiable intangible assets, net 8,135 8,471
Goodwill 16,256 15,932
Other financial assets 360 425
Other non-current assets 515 535
Deferred tax 50 50
Total assets $32,572 $32,476
Liabilities and equity
Liabilities
Current indebtedness $1,008 $434
Payables, accruals and provisions 2,633 2,675
Deferred revenue 1,224 1,379
Other financial liabilities 95 81
Current liabilities excluding liabilities 4,960 4,569
associated with assets held for sale
Liabilities associated with assets held for sale 35 35
Current liabilities 4,995 4,604
Long-term indebtedness 6,223 7,160
Provisions and other non-current liabilities 2,514 2,513
Other financial liabilities 37 27
Deferred tax 1,305 1,422
Total liabilities 15,074 15,726
Equity
Capital 10,371 10,288
Retained earnings 8,311 7,633
Accumulated other comprehensive loss (1,537) (1,516)
Total shareholders' equity 17,145 16,405
Non-controlling interests 353 345
Total equity 17,498 16,750
Total liabilities and equity $32,572 $32,476
Thomson Reuters Corporation
Consolidated Statement of Cash Flow
(millions of U.S. dollars)
(unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
2012 2011 2012 2011
Cash provided by (used in):
Operating activities
Net earnings $388 ($2,602) $2,123 ($1,392)
Adjustments for:
Depreciation 106 114 429 438
Amortization of computer software 184 178 700 659
Amortization of other identifiable 160 166 619 612
intangible assets
Net (gains) losses on disposals of (14) 1 (829) (388)
businesses and investments
Goodwill impairment - 3,010 - 3,010
Deferred tax 98 27 (118) (202)
Other (20) (22) (61) 139
Changes in working capital and other 52 70 (159) (279)
items ^
Net cash provided by operating 954 942 2,704 2,597
activities
Investing activities
Acquisitions, net of cash acquired (26) (172) (1,301) (1,286)
Proceeds from (payments for) 94 (90) 1,901 415
disposals, net of taxes paid
Capital expenditures, less proceeds (251) (282) (977) (1,041)
from disposals ^
Other investing activities 5 10 13 49
Investing cash flows from continuing (178) (534) (364) (1,863)
operations
Investing cash flows from discontinued - 5 90 56
operations
Net cash used in investing activities (178) (529) (274) (1,807)
Financing activities
Proceeds from debt - 349 - 349
Repayments of debt - (2) (2) (648)
Net borrowings (repayments) under 1 (663) (422) 400
short-term loan facilities
Repurchases of common shares - (7) (168) (326)
Dividends paid on preference shares (1) (1) (3) (3)
Dividends paid on common shares (255) (248) (1,021) (960)
Other financing activities 13 (8) 65 (39)
Net cash used in financing activities (242) (580) (1,551) (1,227)
Translation adjustments on cash and (2) - - (5)
cash equivalents
Increase (decrease) in cash and cash 532 (167) 879 (442)
equivalents
Cash and cash equivalents at beginning 769 589 422 864
of period
Cash and cash equivalents at end of $1,301 $422 $1,301 $422
period
Appendix A
The following supplemental information is provided to facilitate comparison to
our 2013 business outlook which is based on expectations including the
adjustments described in note 1 to this appendix.
Thomson Reuters Corporation
2012 Supplemental Information ^(1),(2)
(millions of U.S. dollars,
except per share amounts)
(unaudited)
Twelve
Twelve
Months
Months Ended Ended
December 31, December
31,
2012 IFRS Accounting 2012
Amendments
Less: Joint
Non-IFRS Financial Measures Actual ventures Pension Revised
Disposals
Revenues from ongoing $12,899 (310) (146) - $12,443
businesses ^(3)
Adjusted EBITDA ^(5) $3,529 (125) (46) (48) $3,310
Underlying operating profit $2,405 (119) (33) (48) $2,205
^(6)
Adjusted earnings ^(7) $1,756 (89) (19) (81) $1,567
Adjusted earnings per share $2.12 ($0.11) ($0.02) ($0.10) $1.89
^(7)
Free cash flow from ongoing $1,667 (116) - - $1,551
businesses ^(8)
Appendix A
Thomson Reuters Corporation
Business Segment Information
2012 Supplemental Information ^(1),(2)
(millions of U.S. dollars)
(unaudited)
Twelve Months Ended
December 31, 2012
Revised
Revenues
Trading $2,624
Investors 2,195
Marketplaces 1,764
Governance, Risk & Compliance 219
Financial & Risk 6,802
Legal 3,266
Tax & Accounting 1,161
Intellectual Property & Science 894
Corporate & Other (includes Media) 331
Eliminations (11)
Revenues from ongoing businesses ^ (3) $12,443
Adjusted EBITDA ^(5) Margin
Financial & Risk $1,691 24.9%
Legal 1,246 38.2%
Tax & Accounting 352 30.3%
Intellectual Property & Science 303 33.9%
Corporate & Other (includes Media) (282)
Adjusted EBITDA $3,310 26.6%
Underlying Operating Profit ^ ^(6) Margin
Financial & Risk $1,082 15.9%
Legal 967 29.6%
Tax & Accounting 238 20.5%
Intellectual Property & Science 235 26.3%
Corporate & Other (includes Media) (317)
Underlying operating profit $2,205 17.7%
Appendix A
Thomson Reuters Corporation
Reconciliation of Underlying Operating Profit ^ (6)
to Adjusted EBITDA ^ (5) by Business Segment
2012 Supplemental Information ^(1),(2)
(millions of U.S. dollars)
(unaudited)
Twelve Months Ended
December 31, 2012
Revised
Add:
Depreciation
Underlying and Adjusted
Operating Profit Amortization EBITDA
of Computer
Software ^(9) ^
Financial & Risk $1,082 $609 $1,691
Legal 967 279 1,246
Tax & Accounting 238 114 352
Intellectual Property & 235 68 303
Science
Corporate & Other (includes (317) 35 (282)
Media)
$2,205 $1,105 $3,310
Footnotes
(1) The following adjustments are included in the supplemental schedules in
this appendix to facilitate comparison to our 2013 business outlook, which is
based on expectations including these adjustments:
o New disposals we will report in 2013, including our Financial & Risk
segment's Corporate Services business announced for sale in December 2012,
are excluded from ongoing businesses.
o Effective January 1, 2013, with retrospective application to 2012, IFRS no
longer allows proportionate consolidation of joint ventures. Joint
ventures must now be accounted for as equity investments. Thomson Reuters
excludes equity investments from adjusted earnings.
o Effective January 1, 2013, with retrospective application to 2012, IFRS
requires new accounting for the interest component of pension expense.
This change increased 2012 pension expense by $111 million. Additionally,
the 2012 interest component of pension expense, $63 million, will now be
reported as a component of interest expense rather than as part of
operating expenses.
(2) The realignment of certain products within the Financial & Risk
segment, effective January 1, 2013, has been reflected in this appendix to
facilitate comparability of our business results.
(3) Revenues from ongoing businesses are revenues from reportable segments
and Corporate & Other (which includes the Media business) less eliminations.
Other businesses (see note (4) below) are excluded.
(4) Other businesses are businesses that have been or are expected to be
exited through sale or closure that did not qualify for discontinued
operations classification (see note (1) above).
(5) Thomson Reuters defines adjusted EBITDA as underlying operating profit
excluding the related depreciation and amortization of computer software.
Adjusted EBITDA margin is adjusted EBITDA expressed as a percentage of
revenues from ongoing businesses.
(6) Underlying operating profit is operating profit from reportable
segments and Corporate & Other (includes Media). Underlying operating profit
margin is the underlying operating profit expressed as a percentage of
revenues from ongoing businesses.
(7) Adjusted earnings and adjusted earnings per share include dividends
declared on preference shares, but exclude the pre-tax impacts of amortization
of other identifiable intangible assets as well as the post-tax impacts of
fair value adjustments, other operating gains, certain impairment charges, the
results of Other businesses (see note (4) above), other finance costs
(income), Thomson Reuters share of post-tax earnings and impairment in equity
method investees, discontinued operations and other items affecting
comparability. Adjusted earnings per share is calculated using diluted
weighted average shares and does not represent actual earnings or loss per
share attributable to shareholders.
(8) Free cash flow from ongoing businesses is net cash provided by
operating activities less capital expenditures, other investing activities and
dividends paid on the company's preference shares and excludes Other
businesses (see note (4) above).
(9) Excludes Other businesses (see note (4) above).
SOURCE Thomson Reuters
Website: http://www.thomsonreuters.com
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