REUTERS GROUP PLC (Translation of Registrant’S Name Into English)
Total Page:16
File Type:pdf, Size:1020Kb
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THESECURITIES EXCHANGE ACT OF 1934 For the month of MARCH 2008 Commission File Number 333-08354 REUTERS GROUP PLC (Translation of registrant’s name into English) THE REUTERS BUILDING, SOUTH COLONNADE, CANARY WHARF, LONDON E14 5EP (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- . SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REUTERS GROUP PLC (Registrant) Date: 31 March 2008 By /s/ Nancy C. Gardner (Signature) NANCY GARDNER, AUTHORISED SIGNAT ORY AND GENERAL COUNSEL, AMERICAS Reuters Group PLC Annual Report and Accounts 2007 Contents / 1 Directors’ report Reference section 02 Financial highlights 118 Information for shareholders Business review Definitions of company 04 Acquisition of Reuters Group PLC by The Thomson Corporation As used in this annual report, ‘the Group’ and ‘Reuters’ refer to Reuters Group PLC and its subsidiary undertakings, including joint 04 Overview ventures and associates. ‘The company’ refers to Reuters Group PLC. 04 Strategy Key performance indicators Reuters uses a number of performance measures to manage its 06 Markets business. Those that it considers key, and to which management remuneration was linked in 2007, are revenue, trading profit, free cash 06 People flow, adjusted EPS and adjusted profit before tax. For more information, see ‘Definition of Key financial performance measures’ on 08 Our commitment to ethics and compliance page 44. 08 Corporate responsibility Non-GAAP measures A number of measures used in this document are ‘non-GAAP’ figures, 09 Supply chain which are performance measures used to manage the business, supplementing the IFRS-based measures. These include ‘underlying 10 Governmental regulation change’, ‘trading costs’, ‘trading profit’, ‘trading margin’, ‘adjusted EPS’, ‘free cash flow’, ‘trading cash flow’ and ‘net debt/net funds’. 11 Challenges Detailed descriptions of these terms, including the rationale for using them and reconciliations to the most directly comparable IFRS 12 Supplementary information indicator, are provided on pages 44-49. Governance Thomson Transaction On 15 May 2007, Reuters and The Thomson Corporation (‘Thomson’) 13 Directors and senior managers entered into a definitive agreement under which Reuters agreed to be acquired by Thomson by implementing a dual listed company 16 Remuneration report structure. The acquisition is expected to complete on 17 April 2008, subject to the receipt of shareholder and court approvals. See 25 Corporate governance ‘Acquisition of Reuters Group PLC by The Thomson Corporation’ on page 4 as well as Reuters Circular to shareholders (the ‘Circular’) at Operating and financial review www.about.reuters.com/investors. 31 Operating and financial review (OFR) Unless otherwise indicated, this Report describes Reuters business, financial condition and policies on a standalone basis. Financials Consolidated financial statements Forward-looking statements Under US law, all statements other than statements of historical fact 50 United Kingdom audit opinion included in this annual report are, or may be deemed to be, forward- looking statements within the meaning of the US Private Securities 51 United States audit opinion Litigation Reform Act of 1995. Certain important factors that could cause actual results to differ materially from those discussed in such 52 Consolidated income statement forward-looking statements are described under ‘Risk Factors’ on pages 42-43 as well as elsewhere in this annual report, and in ‘Risk 52 Consolidated statement of recognised income and expense Factors’ in the Cirular. All written and oral forward-looking statements made on or after the date of this annual report and attributable to the 53 Consolidated balance sheet Group or any of its directors are expressly qualified in their entirety by such factors. 54 Consolidated cash flow statement 55 Group accounting policies 60 Notes to the financial statements 106 Consolidated financial summary Separate financial statements of Reuters Group PLC 108 Parent company audit opinion 109 Reuters Group PLC – balance sheet 110 Reuters Group PLC – accounting policies 111 Reuters Group PLC – notes to the financial statements Reuters Group PLC Annual Report 2007 Back to Contents 2 / Financial highlights Revenue growth of 2% actual and 7% Revenue – £m underlying1 Our 2007 revenue grew by 2% to £2,605 million. Excluding acquisitions, disposals and the impact of currency movements, revenue grew by 7%. Core Plus initiatives contributed 2.6 percentage points of this growth. Operating profit, trading profit & margins – £m and % Operating margin 11%, trading margin1 15% Our operating profit rose to £292 million in 2007 (operating margin 11%), an increase of £36 million over 2006 (operating margin 10%). Trading profit rose 43% on an underlying basis, to £385 million (trading margin 15%), an increase of £77 million over 2006 (trading Profit for the year – £m margin 12%), with Core Plus cost savings ahead of plan and new products moving to profitability. Profit for the year of £227 million Our 2007 profit was £227 million, a decrease of £78 million from the previous year. 2006 profit was boosted by profits of £76 million from EPS and adjusted EPS – Pence the disposal of Factiva and a number of favourable tax credits that lowered the reported tax charge. 2007 includes £45 million of costs associated with the Thomson Reuters transaction. EPS down 22% to 18.4p and adjusted EPS1 up 35% to 23p EPS was 18.4p in 2007, down 5.2p from the previous year, mainly due to the lower profits on disposals. Cash flow and net debt/funds – £m Adjusted EPS was 23p in 2007, up 35% from the previous year, reflecting stronger trading profit. Dividend of 12p per share A further interim dividend of 7p is proposed, which will bring the total dividend to 12p per share, 9% higher than the previous year. Net cash flow from continuing activities and free cash flow increase Our net cash flow from continuing operations increased by £218 million to £476 million. Free cash flow was £298 million, an increase of £73 million, reflecting higher trading profit. Net debt1 was £377 million, up £44 million from the previous year. 1 For definitions of underlying change, trading profit, trading margin, adjusted EPS, free cash flow and net debt/funds, see page 31. Reuters Group PLC Annual Report 2007 Back to Contents Financial highlights / 3 continued Selected financial highlights International Financial Reporting Standards’ as those requirements The selected financial information set out below is derived from the relate to the 2004 comparatives included in the summary table below. consolidated financial statements. The selected financial data should The financial statements of the Group also comply with IFRS as be read in conjunction with the financial statements and related notes issued by the International Accounting Standards Board (IASB). For (pages 52-105), as well as the OFR on pages 31-49. the Group, there are no material differences between the application of IFRS as adopted by the EU and IFRS as issued by the IASB. Prior to 2005, the Group prepared its audited annual financial statements under UK Generally Accepted Accounting Principles (UK The consolidated financial statements of the Group included in this GAAP). From 1 January 2005, the Group has been required to annual report are presented in pounds sterling (£). On 31 December prepare its annual consolidated financial statements in accordance 2007, the Noon Buying Rate in New York City was $1.99 = £1; on 17 with International Financial Reporting Standards (IFRS) and March 2008 the Noon Buying Rate was $2.00 = £1. Additional International Financial Reporting