Reuters Group PLC Annual Report and Form 20 ... - Thomson Reuters

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Contents1 Financial highlights2 Five year summary3 Selected financial data4 Company information9 Directors’ report10 Directors and seniorexecutives12 Corporate governance13 Remuneration report22 Statement of directors’responsibilities23 Independent auditors’report to the members ofReuters Group PLC24 Operating and financialreview36 Consolidated profit and lossaccount36 Consolidated statement oftotal recognised gains andlosses37 Notes on the consolidatedprofit and loss account43 Consolidated cash flowstatement44 Notes on the consolidatedcash flow statement48 Consolidated balance sheet49 Reconciliation of movementsin shareholders’ funds50 Notes on the consolidatedbalance sheet62 Balance sheet of ReutersGroup PLC62 Notes on the balance sheetof Reuters Group PLC63 Accounting policies65 Summary of differencesbetween UK and USGenerally AcceptedAccounting Principles(GAAP)71 Information forshareholders80 Summary of 2002 and 2001revenue by quarter81 Eleven year consolidatedfinancial summary82 Cross reference guide toForm 20-F84 GlossaryFinancial diary for 2003Where to find us
Reuters Group PLC Annual Report and Form 20-F 2002 1Financial highlightsReuters Group2002 2001 %£m £m changeRevenue 3,575 3,885 (8%)Normalised operating profit 171 383 (56%)Operating (loss)/profit (144) 302Normalised profit before tax 89 304 (71%)(Loss)/profit before tax (493) 158(Loss)/profit after tax (516) 51Return on equity (58.4%) 4.6%Free cash flow 40 443Net (debt)/funds (66) 138Basic (loss)/earnings per ordinary share (29.0p) 3.3pDiluted (loss)/earnings per share (29.0p) 3.2p(Loss)/earnings per ADS*‡ (US$2.80) US$0.32Dividends per ordinary share 10.0p 10.0pDividends per ADS* 60.0p 60.0p* Each American Depositary Share (ADS) represents six ordinary shares.‡ A nominal exchange rate of US$1.61 = £1 has been used for convenience.Reuters Group reconciliation of operating profit and profit before taxto normalised operating profit and normalised profit before tax2002 2001 %£m £m changeOperating (loss)/profit (144) 302Add: Amortisation of goodwill and other intangible assets of subsidiaries 107 81 32%Impairment of goodwill of subsidiaries 208 –Normalised operating profit 171 383 (56%)Share of joint ventures and associates (losses)/investment income (62) (70) (11%)Net interest payable (20) (9)Normalised profit before tax 89 304 (71%)Amortisation of goodwill and other intangible assets of subsidiaries, joint ventures and associates (118) (93) 26%Impairment of goodwill of subsidiaries (208) –Net losses on investments (256) (53)(Loss)/profit before tax (493) 158Reuters2002 2001 %£m £m changeRevenue 2,992 3,042 (2%)Normalised operating profit 281 222 26%Operating profit 195 155 26%Normalised profit before tax 194 128 51%(Loss)/profit before tax (123) 9Free cash flow 214 169 27%This report comprises the annual report of Reuters Group PLC in accordance with the United Kingdom requirements and its annual reporton Form 20-F in accordance with the requirements of the United States Securities and Exchange Commission (SEC) for 2002. In addition, theForm 20-F will contain certificates pursuant to section 302 of the Sarbanes-Oxley Act of 2002 signed by the Chief Executive Officer and FinanceDirector, with respect to Reuters Group PLC. A cross reference guide setting out the information in this report that corresponds to the Form 20-Fitems is provided on pages 82-83.Normalised profits and earnings exclude amortisation of goodwill and other intangible assets, impairment charges and gains/losses on the disposalof subsidiaries and fixed asset investments. Underlying growth is calculated excluding acquisitions and disposals and the impact of currency fluctuations.As used in this report, ‘Reuters Group’ and ‘Group’ refer to Reuters Group PLC and its consolidated subsidiaries including Instinet GroupIncorporated (Instinet). The ‘company’ refers to the parent Reuters Group PLC. ‘Reuters’ refers to Reuters Group excluding Instinet.The consolidated financial statements of Reuters Group included in this report are presented in pounds sterling (£). On 31 December 2002, theNoon Buying Rate in New York City for cable transfers in foreign currencies as announced for customs purposes by the Federal Reserve Bank ofNew York (Noon Buying Rate) was US$1.61 = £1; on 24 February 2003 the Noon Buying Rate was US$1.59 = £1. For additional information onexchange rates between the pound sterling and the US dollar, see exchange rates on page 78.Reuters Group consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United Kingdom(UK GAAP). UK GAAP differ in certain respects from accounting principles generally accepted in the United States (US GAAP). The materialdifferences between UK GAAP and US GAAP relevant to Reuters Group are explained on pages 65-66.This report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 withrespect to Reuters Group’s financial condition, results of operations and business and management strategy, plans and objectives for the Group.For a discussion of risks associated with these statements see ‘Risk factors’ on pages 34-35Reuters, the sphere logo and Reuters product names referred to in the report are trade marks or registered trade marks of the Reuters Groupof companies around the world. Other trade marks of third parties are used in this report for the purpose of identification only.
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